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                                                                  EXHIBIT 10.127


                            FLEET CAPITAL CORPORATION

                                   $22,000,000

                  REVOLVER, TERM AND ACQUISITION LOAN FACILITY

                                       TO

                            RAMSAY HEALTH CARE, INC.

                            AND VARIOUS SUBSIDIARIES,

                                  AS BORROWERS,

                         CLOSING DATE: OCTOBER 30, 1998


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                                TABLE OF CONTENTS
<TABLE>
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<S>     <C>                                                                                                      <C>
SECTION 1. CREDIT FACILITY........................................................................................1
         1.1      REVOLVING CREDIT LOANS..........................................................................1
                  1.1.1    LOANS AND RESERVES.....................................................................1
                  1.1.2    USE OF PROCEEDS........................................................................4
         1.2      TERM LOAN AND ACQUISITION LOANS.................................................................4
                  1.2.1    TERM LOAN..............................................................................4
                  1.2.2    ACQUISITION LOANS......................................................................5
         1.3      LETTERS OF CREDIT; LC GUARANTIES................................................................5
         1.4      JOINT AND SEVERAL LIABILITY; RIGHTS OF CONTRIBUTION.............................................6
         1.5      STRUCTURE OF CREDIT FACILITY....................................................................7

SECTION 2. INTEREST, FEES AND CHARGES.............................................................................8
         2.1      INTEREST........................................................................................8
                  2.1.1    RATES OF INTEREST......................................................................8
                  2.1.2    DEFAULT RATE OF INTEREST..............................................................11
                  2.1.3    MAXIMUM INTEREST......................................................................12
         2.2      COMPUTATION OF INTEREST AND FEES...............................................................13
         2.3      LETTER OF CREDIT AND LC GUARANTY FEES..........................................................13
         2.4      UNUSED LINE FEE................................................................................13
         2.5      AUDIT AND APPRAISAL FEES.......................................................................13
         2.6      REIMBURSEMENT OF EXPENSES......................................................................14
         2.7      BANK CHARGES...................................................................................14
         2.8      CAPITAL ADEQUACY CHARGE........................................................................14
         2.9      CLOSING FEE....................................................................................15
         2.10     AGENTS FEE.....................................................................................15

SECTION 3. LOAN ADMINISTRATION...................................................................................15
         3.1      MANNER OF BORROWING LOANS......................................................................15
                  3.1.1    LOAN REQUESTS.........................................................................15
                  3.1.2    DISBURSEMENT..........................................................................17
                  3.1.3    AUTHORIZATION.........................................................................17
         3.2      PAYMENTS.......................................................................................17
                  3.2.1    PRINCIPAL.............................................................................17
                  3.2.2    INTEREST..............................................................................18
                  3.2.3    COSTS, FEES AND CHARGES...............................................................18
                  3.2.4    OTHER OBLIGATIONS.....................................................................18
         3.3      MANDATORY PREPAYMENTS..........................................................................18
                  3.3.1    PROCEEDS OF SALE, LOSS, DESTRUCTION OR CONDEMNATION OF COLLATERAL.....................18
                  3.3.2    EXCESS CASH FLOW RECAPTURE............................................................19
         3.4      APPLICATION OF PAYMENTS AND COLLECTIONS........................................................19
         3.5      ALL LOANS TO CONSTITUTE ONE OBLIGATION.........................................................20
         3.6      LOAN ACCOUNT...................................................................................20
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<S>      <C>                                                                                                    <C>
         3.7      STATEMENTS OF ACCOUNT.. .......................................................................20

SECTION 4. TERM AND TERMINATION..................................................................................20
         4.1      TERM OF AGREEMENT..............................................................................20
         4.2      TERMINATION....................................................................................20
                  4.2.1    TERMINATION BY AGENT OR LENDERS.......................................................20
                  4.2.2    TERMINATION BY BORROWER...............................................................20
                  4.2.3    [RESERVED]............................................................................21
                  4.2.4    EFFECT OF TERMINATION.................................................................21

SECTION 5. SECURITY INTERESTS....................................................................................21
         5.1      SECURITY INTEREST IN COLLATERAL................................................................21
         5.2      CROSS-COLLATERALIZATION........................................................................22
         5.3      LIEN PERFECTION, FURTHER ASSURANCES............................................................22
         5.4      LIEN ON REALTY.................................................................................22
         5.5      PROPERTY EXCLUDED FROM COLLATERAL..............................................................23
                  5.5.1    MEADOWLAKE FACILITY...................................................................23
                  5.5.2    MISSION VISTA FACILITY................................................................23
                  5.5.3    MIDVALE FACILITY......................................................................23
                  5.5.4    OKLAHOMA LLC INTERESTS................................................................23
         5.6      POST-CLOSING LIENS ON CERTAIN SECTION 5.5 PROPERTY.............................................23

SECTION 6. COLLATERAL ADMINISTRATION.............................................................................24
         6.1      GENERAL........................................................................................24
                  6.1.1    LOCATION OF COLLATERAL................................................................24
                  6.1.2    INSURANCE OF COLLATERAL...............................................................24
                  6.1.3    PROTECTION OF COLLATERAL..............................................................25

         6.2      ADMINISTRATION OF ACCOUNTS.....................................................................25
                  6.2.1    RECORDS, SCHEDULES AND ASSIGNMENTS OF ACCOUNTS........................................25
                  6.2.2    DISPUTES..............................................................................26
                  6.2.3    TAXES.................................................................................26
                  6.2.4    ACCOUNT VERIFICATION..................................................................26
                  6.2.5    MAINTENANCE OF DOMINION ACCOUNT.......................................................26
                  6.2.6    COLLECTION OF ACCOUNTS, PROCEEDS OF COLLATERAL........................................26
         6.3      PERMITTED DISPOSITIONS OF SECTION 5.5 PROPERTIES...............................................27
                  6.3.1    MEADOWLAKE FACILITY...................................................................27
                  6.3.2    MISSION VISTA FACILITY................................................................27
                  6.3.3    MIDVALE FACILITY......................................................................27
                  6.3.4    OKLAHOMA LLC INTERESTS................................................................27
         6.4      ADMINISTRATION OF EQUIPMENT....................................................................27
                  6.4.1    RECORDS AND SCHEDULES OF EQUIPMENT....................................................27
                  6.4.2    DISPOSITIONS OF EQUIPMENT.............................................................27
         6.5      PAYMENT OF CHARGES.............................................................................28

SECTION 7. REPRESENTATIONS AND WARRANTIES........................................................................28
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<TABLE>
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<S>      <C>                                                                                                    <C>
         7.1      GENERAL REPRESENTATIONS AND WARRANTIES.........................................................28
                  7.1.1    ORGANIZATION AND QUALIFICATION........................................................28
                  7.1.2    CORPORATE POWER AND AUTHORITY.........................................................28
                  7.1.3    LEGALLY ENFORCEABLE AGREEMENT.........................................................29
                  7.1.4    CAPITAL STRUCTURE.....................................................................29
                  7.1.5    CORPORATE NAMES.......................................................................29
                  7.1.6    BUSINESS LOCATIONS, AGENT FOR PROCESS.................................................29
                  7.1.7    TITLE TO PROPERTIES; PRIORITY OF LIENS................................................29
                  7.1.8    ACCOUNTS..............................................................................30
                  7.1.9    EQUIPMENT.............................................................................31
                  7.1.10   FINANCIAL STATEMENTS; FISCAL YEAR.....................................................31
                  7.1.11   FULL DISCLOSURE.......................................................................31
                  7.1.12   SOLVENT FINANCIAL CONDITION...........................................................31
                  7.1.13   SURETY OBLIGATIONS....................................................................31
                  7.1.14   TAXES.................................................................................32
                  7.1.15   BROKERS...............................................................................32
                  7.1.16   PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES..........................................32
                  7.1.17   GOVERNMENTAL CONSENTS.................................................................32
                  7.1.18   COMPLIANCE WITH LAWS..................................................................32
                  7.1.19   RESTRICTIONS..........................................................................32
                  7.1.20   LITIGATION............................................................................32
                  7.1.21   NO DEFAULTS...........................................................................33
                  7.1.22   LEASES................................................................................33
                  7.1.23   PENSION PLANS.........................................................................33
                  7.1.24   TRADE RELATIONS.......................................................................33
                  7.1.25   LABOR RELATIONS.......................................................................33
                  7.1.26   MEDICARE; MEDICAID AND OTHER GOVERNMENTAL PAYORS......................................34
                  7.1.27   ABSENCE OF CERTAIN BUSINESS PRACTICES.................................................34
                  7.1.28   FRAUD AND ABUSE.......................................................................34
                  7.1.29   CONTROLLED SUBSTANCES.................................................................35
                  7.1.30   GOVERNMENTAL AUTHORITY................................................................35
                  7.1.31   RATES AND REIMBURSEMENT POLICIES......................................................36
                  7.1.32   MATERIAL AGREEMENTS...................................................................36
                  7.1.33   INSURANCE.............................................................................36
                  7.1.34   COMPLIANCE PLAN.......................................................................36
                  7.1.35   INACTIVE SUBSIDIARIES.................................................................36
         7.2      CONTINUOUS NATURE OF REPRESENTATIONS AND WARRANTIES............................................36
         7.3      SURVIVAL OF REPRESENTATIONS AND WARRANTIES.....................................................37




SECTION 8. COVENANTS AND CONTINUING AGREEMENTS...................................................................37
         8.1      AFFIRMATIVE COVENANTS..........................................................................37
                  8.1.1    VISITS AND INSPECTIONS................................................................37
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<S>               <C>                                                                                           <C>
                  8.1.2    NOTICES...............................................................................37
                  8.1.3    FINANCIAL STATEMENTS..................................................................38
                  8.1.4    YEAR 2000 COMPLIANCE..................................................................40
                  8.1.5    PROJECTIONS...........................................................................40
                  8.1.6    TAXES.................................................................................40
                  8.1.7    COMPLIANCE WITH LAWS..................................................................40
                  8.1.8    CERTAIN OTHER INSURANCE...............................................................40
                  8.1.9    BORROWING BASE CERTIFICATE............................................................40
                  8.1.10   FURTHER ASSURANCES....................................................................41
         8.2      NEGATIVE COVENANTS.............................................................................41
                  8.2.1    MERGERS, CONSOLIDATIONS, ACQUISITIONS.................................................41
                  8.2.2    LOANS AND ADVANCES....................................................................43
                  8.2.3    TOTAL INDEBTEDNESS....................................................................43
                  8.2.4    AFFILIATE TRANSACTIONS................................................................44
                  8.2.5    LIMITATION ON LIENS...................................................................44
                  8.2.6    SUBORDINATED DEBT.....................................................................44
                  8.2.7    PARTNERSHIP OR JOINT VENTURES.........................................................45
                  8.2.8    DISTRIBUTIONS.........................................................................45
                  8.2.9    CAPITAL EXPENDITURES..................................................................45
                  8.2.10   DISPOSITION OF ASSETS.................................................................46
                  8.2.11   STOCK OF SUBSIDIARIES.................................................................46
                  8.2.12   RESTRICTED INVESTMENT.................................................................46
                  8.2.13   MARGIN SECURITIES.....................................................................46
                  8.2.14   TAX CONSOLIDATION.....................................................................46
                  8.2.15   HEDGING TRANSACTIONS.. ...............................................................46
                  8.2.16   LEASES................................................................................46
                  8.2.17   LIMITS ON INACTIVE SUBSIDIARIES.......................................................47
         8.3      SPECIFIC FINANCIAL COVENANTS...................................................................47
                  8.3.1    FIXED CHARGE COVERAGE RATIO...........................................................47
                  8.3.2    INTEREST COVERAGE RATIO...............................................................48
                  8.3.3    TOTAL INDEBTEDNESS TO EBITDA..........................................................49
                  8.3.4    PRO FORMA AVAILABILITY COVENANT.......................................................49

SECTION 9. CONDITIONS PRECEDENT..................................................................................50
         9.1      DOCUMENTATION..................................................................................50
         9.2      NO DEFAULT.....................................................................................50
         9.3      OTHER LOAN DOCUMENTS...........................................................................50
         9.4      AVAILABILITY...................................................................................50
         9.5      NO LITIGATION..................................................................................50
         9.6      CAPITAL CONTRIBUTION...........................................................................50
         9.7      PHASE I ENVIRONMENTAL SURVEY(S)................................................................50
         9.8      JUNIOR SUBORDINATED DEBT EXCHANGE..............................................................50
         9.9      DRAFT FINANCIAL STATEMENTS.....................................................................51

SECTION 10.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT...................................................51
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<S>      <C>                                                                                                    <C>
         10.1     EVENTS OF DEFAULT..............................................................................51
                  10.1.1   PAYMENT OF OBLIGATIONS................................................................51
                  10.1.2   MISREPRESENTATIONS....................................................................51
                  10.1.3   BREACH OF SPECIFIC COVENANTS..........................................................51
                  10.1.4   BREACH OF OTHER COVENANTS.............................................................51
                  10.1.5   DEFAULT UNDER SECURITY DOCUMENTS/OTHER AGREEMENTS.....................................51
                  10.1.6   OTHER DEFAULTS........................................................................51
                  10.1.7   UNINSURED LOSSES......................................................................52
                  10.1.8   ADVERSE CHANGES.......................................................................52
                  10.1.9   INSOLVENCY AND RELATED PROCEEDINGS....................................................52
                  10.1.10  BUSINESS DISRUPTION; CONDEMNATION.....................................................52
                  10.1.11  CHANGE OF OWNERSHIP...................................................................52
                  10.1.12  ERISA.................................................................................52
                  10.1.13  CHALLENGE TO AGREEMENT................................................................53
                  10.1.14  REPUDIATION OF OR DEFAULT UNDER GUARANTY AGREEMENT....................................53
                  10.1.15  CRIMINAL FORFEITURE...................................................................53
                  10.1.16  JUDGMENTS.............................................................................53
         10.2     ACCELERATION OF THE OBLIGATIONS................................................................53
         10.3     OTHER REMEDIES.................................................................................54
         10.4     REMEDIES CUMULATIVE; NO WAIVER.................................................................55

SECTION 11.  THE AGENT...........................................................................................55
         11.1     AUTHORIZATION AND ACTION.......................................................................55
         11.2     AGENT'S RELIANCE, ETC..........................................................................56
         11.3     FCC AND AFFILIATES.............................................................................56
         11.4     LENDER CREDIT DECISION.........................................................................56
         11.5     INDEMNIFICATION................................................................................56
         11.6     SUCCESSOR AGENT................................................................................57

SECTION 12. MISCELLANEOUS........................................................................................57
         12.1     POWER OF ATTORNEY.. ...........................................................................57
         12.3     MODIFICATION OF AGREEMENT; SALE OF INTEREST....................................................59
         12.4     SEVERABILITY...................................................................................63
         12.5     SUCCESSORS AND ASSIGNS.........................................................................63
         12.6     CUMULATIVE EFFECT; CONFLICT OF TERMS...........................................................63
         12.7     EXECUTION IN COUNTERPARTS......................................................................63
         12.8     NOTICE.........................................................................................63
         12.9     LENDER'S CONSENT...............................................................................64
         12.10    CREDIT INQUIRIES...............................................................................64
         12.11    TIME OF ESSENCE................................................................................64
         12.12    ENTIRE AGREEMENT, APPENDIX A AND EXHIBITS......................................................64
         12.13    INTERPRETATION.................................................................................65
         12.14    GOVERNING LAW; CONSENT TO FORUM................................................................65
         12.15    WAIVERS BY BORROWER............................................................................66
         12.16    PUBLICITY......................................................................................66
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<S>      <C>                                                                                                    <C>
         12.17    ORAL AGREEMENTS INEFFECTIVE.  .................................................................66
         12.18    NONAPPLICABILITY OF ARTICLE 5069-15.01 ET. ....................................................67
         12.19    CERTAIN MATTERS OF CONSTRUCTION.  .............................................................67
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                                LIST OF EXHIBITS

EXHIBITS:
---------

Exhibit A         Revolving Credit Note
Exhibit A-1       Term Note
Exhibit A-2       Acquisition Note
Exhibit B         Borrowers' and each Subsidiary's Business Locations
Exhibit C         Form of Borrowing Base Certificate
Exhibit D         Jurisdictions in which Borrowers and each Subsidiary are 
                  Authorized to do Business
Exhibit E         Capital Structure of Borrowers
Exhibit F         Corporate Names
Exhibit G         Tax Identification Numbers of Subsidiaries
Exhibit H         Patents, Trademarks, Copyrights and Licenses
Exhibit I         Certain Business Practices
Exhibit J         Litigation
Exhibit K         Capitalized Leases
Exhibit L         Operating Leases
Exhibit M         Pension Plans
Exhibit N         Labor Contracts
Exhibit O         Compliance Certificate
Exhibit P         Permitted Liens
Exhibit Q         Schedule of Documents
Exhibit R         Inactive Subsidiaries
Exhibit S         Medicare and Medicaid
Exhibit T         Existing Indebtedness
Exhibit U         Settlement Reserves
Exhibit V         Surety Obligations
Exhibit W         Payroll Accounts
Exhibit X         Material Contracts
Exhibit Y         Financial Statement Changes




















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<PAGE>   9



                           LOAN AND SECURITY AGREEMENT

         THIS LOAN AND SECURITY AGREEMENT is made this 30th day of October,
1998, by and among RAMSAY HEALTH CARE, INC., a Delaware corporation
("HOLDINGS"), with its principal place of business at Columbus Center, One
Alhambra Plaza, Suite 750, Coral Gables, Florida 33134, each of the Subsidiaries
of Holdings party to this Agreement and listed in EXHIBIT B (the "HOLDINGS
SUBSIDIARIES"), each of which is a corporation or other legal entity as
indicated in EXHIBIT B, is organized under the laws of the jurisdiction
indicated in EXHIBIT B, and has its principal place of business at the location
indicated in EXHIBIT B (Holdings, the Holdings Subsidiaries, and each other
Subsidiary of Holdings or of any Subsidiary of Holdings from time to time party
to this Agreement are hereinafter collectively referred to as "BORROWERS" and
each individually as a "BORROWER"), and FLEET CAPITAL CORPORATION, a Rhode
Island corporation (in its individual capacity, "FCC"), with offices at 2711
North Haskell Avenue, Suite 2100, LB 21, Dallas Texas 75204, as a Lender (as
hereinafter defined in APPENDIX A), and as agent for all Lenders, in such
capacity, "AGENT"), and such Persons (as hereinafter defined in APPENDIX A) who
are or hereafter become parties to this Agreement as Lenders. Capitalized terms
used in this Agreement have the meanings assigned to them in APPENDIX A, General
Definitions. Accounting terms not otherwise specifically defined herein shall be
construed in accordance with GAAP consistently applied.

SECTION 1. CREDIT FACILITY

         Subject to the terms and conditions of, and in reliance upon the
representations and warranties made in, this Agreement and the other Loan
Documents, Lenders severally agree to make a Total Credit Facility of up to
Twenty-Two Million Dollars ($22,000,000) available upon Borrowers' request
therefor, as follows:

         1.1      REVOLVING CREDIT LOANS.

                  1.1.1 LOANS AND RESERVES. (A) The aggregate amount of the
Revolving Credit Loans to be made by each Lender (such Lender's "REVOLVING
CREDIT LOAN COMMITMENT"), pursuant to the terms hereof, shall be the amount set
below such Lender's name on the signature pages hereof or in the most recent
Assignment and Acceptance Agreement, if any, executed by such Lender. The
aggregate principal amount of the Revolving Credit Loan Commitments is Eight
Million Dollars ($8,000,000). The percentage equal to the quotient of (x) each
Lender's Revolving Credit Loan Commitment divided by (y) the aggregate of all
Revolving Credit Loan Commitments, is that Lender's "REVOLVING CREDIT
PERCENTAGE". Subject to all of the terms and conditions of this Agreement, each
Lender agrees, severally, but not jointly and for so long as no Default or Event
of Default exists, to make Revolving Credit Loans to Borrowers from time to
time, as requested by Borrowers in accordance with the terms of SECTION 3.1, up
to a maximum principal amount at any time outstanding equal to the product of
(A) the Borrowing Base at such time, multiplied by (B) such Lender's Revolving
Credit Percentage. It is expressly understood and agreed that Agent and Lenders
may use the Borrowing Base as a maximum ceiling on Revolving Credit Loans
outstanding to Borrower at any time. If the unpaid balance of the Revolving
Credit Loans should exceed the ceiling so determined or any other limitation set
forth in this Agreement, such Revolving Credit Loans shall nevertheless
constitute Obligations that are secured by the Collateral and entitled to all
the benefits



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thereof. In no event shall Lenders be required to make a Revolving Credit Loan
at any time that there exists a Default or an Event of Default. Notwithstanding
the foregoing provisions of this SECTION 1.1.1, Agent shall have the right to
establish reserves in such amounts, and with respect to such matters (PROVIDED,
that reserves continued in effect or established after the Borrowing Base Change
Notice Date will be maintained only with respect to such matters as are not in
any material respect duplicative of matters taken into account by Agent in its
determinations of Accounts to be included in the Eligible Accounts), as Agent
shall deem necessary or appropriate, against the amount of Revolving Credit
Loans which Borrowers may otherwise request under this SECTION 1.1.1, including,
without limitation, with respect to (1) contract adjustments and allowances,
cost report reserves, payment refusal based on disputes with contract
provisions, bills which exceed contract limits or matters for which credit
memoranda are issued in the ordinary course of business of any Borrower or any
Borrower's Subsidiary, (2) other sums chargeable against Borrowers' Loan Account
as Revolving Credit Loans under any Section of this Agreement; and (3) matters,
events, conditions or contingencies as to which Agent, in its reasonable
discretion, determines reserves should be established from time to time
hereunder.

With respect to periods during which Variable Amount A is being utilized as the
Variable Component for purposes of computing the Borrowing Base:

                  (i) Borrowers shall have the right, at any time when Variable
         Amount A is being utilized as the Variable Component for purposes of
         computing the Borrowing Base, to elect to change the Variable Component
         to be utilized prospectively from Variable Amount A to Variable Amount
         B, with such election to be effected by the giving by Holdings of a
         Borrowing Base Change Notice to Agent, and with such change to be
         effective on and after the Borrowing Base Change Date, PROVIDED, that
         such election shall not be effected, and such change shall not become
         effective, unless such Borrowing Base Change Notice is accompanied by a
         Borrowing Base Certificate dated as of the last day of the second
         calendar month preceding the calendar month in which such Borrowing
         Base Change Notice is given, if such Borrowing Base Change Notice is
         given before the fifteenth day of a calendar month, or, if such
         Borrowing Base Change Notice is given on or after the fifteenth day of
         a calendar month, then such Borrowing Base Certificate shall be dated
         as of the last day of the calendar month preceding the calendar month
         in which such Borrowing Base Change Notice is given. Thereafter,
         Borrowing Base Certificates will be required as provided in SECTION
         8.1.9. Any Borrowing Base Change Notice given by Borrowers in
         accordance with the preceding sentence shall be irrevocable once given.

                  (ii) Agent shall have the right, exercisable by Agent in its
         sole discretion, at any time when Variable Amount A is being utilized
         as the Variable Component for purposes of computing the Borrowing Base,
         to change the Variable Component to be utilized prospectively from
         Variable Amount A to Variable Amount B, with such change to be effected
         by the giving by Agent of a Borrowing Base Change Notice to Borrowers,
         and with such change to be effective on and after the Borrowing Base
         Change Date, PROVIDED, that Agent shall not be entitled to exercise
         such right unless, on the date on which such Borrowing Base Change
         Notice is given:



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                           (a)      the outstanding principal balance of the
                                    Revolving Credit Loans exceeds $2,000,000;
                                    or

                           (b)      Availability is less than $5,000,000; or

                           (c)      an Event of Default is continuing.

         If a Borrowing Base Change Notice is given by Agent pursuant to this
         SECTION 1.1.1(a)(ii), Borrower shall furnish to Agent, on or before the
         Borrowing Base Change Date, a Borrowing Base Certificate dated as of
         the last day of the second calendar month preceding the calendar month
         in which such Borrowing Base Change Notice is given, if such Borrowing
         Base Change Notice is given on or before the twelfth day of a calendar
         month, or, if such Borrowing Base Change Notice is given after the
         twelfth day of a calendar month, then such Borrowing Base Certificate
         shall be dated as of the last day of the calendar month preceding the
         calendar month in which such Borrowing Base Change Notice is given.
         Thereafter, Borrowing Base Certificates will be required as provided in
         SECTION 8.1.9.

                  (iii) At any time when Variable Amount B is being utilized as
         the Variable Component for purposes of computing the Borrowing Base,
         Borrowers may request a change to Variable Amount A, but Agent shall
         have no obligation to grant such request, and no change from Variable
         Amount B to Variable Amount A shall be effective unless (1) Borrowers
         give Agent written notice requesting such change, and (b) in response
         to such written notice, Agent gives written notice, within fifteen (15)
         days after Agent's receipt of Borrowers' written notice requesting such
         change, that Agent consents to such change, which consent may be
         withheld by Agent in its sole discretion. If Agent consents to such
         change, Borrowers' obligations under SECTION 8.1.9 with respect to
         Borrowing Base Certificates shall be suspended until reinstated by
         reason of a subsequent change back to Variable Amount B becoming
         effective under SECTION 1.1.1(a)(i) or SECTION 1.1.1(a)(ii).

                  (iv) Nothing contained in SECTION 1.1.1(a)(i) or SECTION
         1.1.1(a)(ii) shall, or shall be construed to, affect or impair the
         right and ability of Agent, at any time and from time to time, to
         establish and maintain reserves as provided in SECTION 1.1.1(a) or
         otherwise pursuant to this Agreement, irrespective of the Variable
         Component then being utilized.

                  (B) The Revolving Credit Loans shall be evidenced by
promissory notes to be executed and delivered by Borrowers at the time of the
initial Revolving Credit Loan, the form of which is attached hereto and made a
part hereof as EXHIBIT A (the "REVOLVING CREDIT NOTES"). Each Revolving Credit
Note shall be payable to the order of a Lender and shall represent the
obligation of Borrowers to pay the amount of such Lender's Revolving Credit Loan
Commitment or, if less, the aggregate unpaid principal amount of all Revolving
Credit Loans made by such Lender to Borrowers with interest thereon as
prescribed in SECTION 2.1.1.

                  (C) Insofar as any Borrower may request and Lenders may be
willing in their sole and absolute discretion to make Revolving Credit Loans to
such Borrower at a time when the unpaid balance of Revolving Credit Loans
exceeds, or would exceed with the making of any such Revolving 




                                       3
<PAGE>   12

Credit Loan, the Borrowing Base (any such Loan or Loans being herein referred to
individually as an "OVERADVANCE" and collectively as "OVERADVANCES"), Agent
shall enter such Overadvances as debits in the Loan Account. All Overadvances
shall be repaid on demand, shall be secured by the Collateral and shall bear
interest as provided in this Agreement for Revolving Credit Loans generally. Any
Overadvance to be made by Lenders pursuant to the terms hereof shall be made by
Lenders ratably in accordance with their Revolving Credit Percentages.
Overadvances in an aggregate amount of One Million Dollars ($1,000,000) or less
may, prior to occurrence and continuation of a Default or an Event of Default,
be made in the sole and absolute discretion of Agent. Overadvances in an
aggregate amount of more than One Million Dollars ($1,000,000) but less than Two
Million Dollars ($2,000,000) may, prior to the occurrence and continuation of a
Default or an Event of Default, be made in the sole and absolute discretion of
Required Lenders. Overadvances in an aggregate amount of Two Million Dollars
($2,000,000) or more and Overadvances to be made after the occurrence, and
during the continuation, of a Default or an Event of Default shall require the
consent of all Lenders. The forgoing notwithstanding, in no event, unless
otherwise consented to by all Lenders, (x) shall any Overadvances be outstanding
for more than sixty (60) consecutive days or (y) after all outstanding
Overadvances have been repaid, shall Agent or Lenders make any additional
Overadvances unless thirty (30) days or more have expired since the last date on
which any Overadvances were outstanding.

                  1.1.2 USE OF PROCEEDS. The Revolving Credit Loans shall be
used solely for the satisfaction of existing Indebtedness of Borrowers to
General Electric Capital Corporation and general operating and capital needs in
a manner consistent with the provisions of this Agreement and all applicable
laws. In no event shall any proceeds of any Revolving Credit Loans be used to
purchase or to carry, reduce, retire or refinance any Indebtedness incurred to
purchase or carry any margin stock (within the meaning of Regulations U or X of
the Federal Reserve Board).

         1.2      TERM LOAN AND ACQUISITION LOANS.

                  1.2.1 TERM LOAN. On the Closing Date, subject to the
fulfillment or waiver of all conditions precedent to the effectiveness of this
Agreement, each Lender shall make term loans (collectively the "TERM LOAN") to
Borrowers in the aggregate principal amount equal to the amount set forth below
such Lender's name on the signature pages hereof (such Lender's "TERM LOAN
COMMITMENT"). The percentage equal to the quotient of (x) each Lender's Term
Loan Commitment, divided by (y) the aggregate of all Term Loan Commitments, is
the Lender's "TERM LOAN PERCENTAGE." The aggregate amount of the Term Loan
Commitments is Eight Million Dollars ($8,000,000). The Term Loan shall be
evidenced by one or more Term Notes to be executed and delivered by Borrowers to
Lenders on the Closing Date, which shall bear interest as specified in SECTION
2.1 and shall be repayable in accordance with the terms of Term Notes. The Term
Loan shall be funded upon the effectiveness of this Agreement. Amounts repaid
with respect to the Term Loan may not be reborrowed. The proceeds of the Term
Loan shall be used by Borrowers, solely for purposes for which the proceeds of
the Revolving Credit Loans are authorized to be used.

                  1.2.2 ACQUISITION LOANS. During the period commencing March 1,
1999, and ending on the day preceding the Acquisition Loan Commitment
Termination Date (the "ACQUISITION LOAN PERIOD"), each Lender agrees, for so
long as no Default or Event of Default exists, to make 








                                       4
<PAGE>   13

acquisition loans ("ACQUISITION LOAN(S)") to Borrowers to finance Permitted
Acquisitions consummated within the Acquisition Loan Period. The aggregate
amount of the Acquisition Loans to be made by each Lender (such Lender's
"ACQUISITION LOAN COMMITMENT"), pursuant to the terms hereof, shall be the
amount set below such Lender's name on the signature pages hereof or in the most
recent Assignment and Acceptance Agreement, if any, executed by such Lender. The
aggregate principal amount of the Acquisition Loan Commitments is Six Million
Dollars ($6,000,000). The Acquisition Loan shall be evidenced by one or more
Acquisition Notes to be executed and delivered by Borrowers to Lenders on the
Closing Date, which shall bear interest as specified in SECTION 2.1 and shall be
repayable in accordance with the terms of Acquisition Notes. The percentage
equal to the quotient of (x) each Lender's Acquisition Loan Commitment, divided
by (y) the aggregate of all Acquisition Loan Commitments, is that Lender's
"ACQUISITION LOAN PERCENTAGE." Subject to all of the terms and conditions of
this Agreement, each Lender agrees, for so long as no Default or Event of
Default exists, to make Acquisition Loans to Borrowers from time to time, as
requested by Borrowers in accordance with the terms of SECTION 3.1, up to a
maximum principal amount at any time outstanding equal to the product of (A) Six
Million Dollars ($6,000,000), multiplied by (B) such Lender's Acquisition Loan
Percentage. Amounts repaid with respect to the Acquisition Loans may not be
reborrowed. In no event shall any one request by Borrowers for Acquisition Loans
be in an aggregate amount of less than Five Hundred Thousand Dollars ($500,000).

         1.3 LETTERS OF CREDIT; LC GUARANTIES. (A) Subject to all of the terms
and conditions of this Agreement, if requested to do so by a Borrower, Agent
shall, on behalf of Lenders, issue its, or cause to be issued Bank's Letters of
Credit for the account of Borrower or shall execute LC Guaranties by which
Lenders shall guaranty the payment or performance by such Borrower of its
reimbursement obligation with respect to Letters of Credit issued for such
Borrower's account by Bank or Agent; PROVIDED that the aggregate face amount of
all Letters of Credit and LC Guaranties outstanding at any time shall not exceed
One Million Dollars ($1,000,000) and no Letter of Credit may have an expiration
date that is after the Commitment Termination Date, unless Borrowers provide on
or prior to the Commitment Termination Date, Agent with cash collateral for said
Letter of Credit or LC Guaranty, in a manner and amount acceptable to Agent. Any
amounts paid by Agent or any Lender under any LC Guaranty or in connection with
any Letter of Credit (i) shall become part of the Obligations (ii) shall be paid
from the proceeds of a Revolving Credit Loan requested pursuant to SECTION
1.1.1, to the extent Lenders are required to make a Revolving Credit Loans
pursuant to the terms hereof, and (iii) otherwise, shall be payable on demand.
In no event shall Agent, Bank or Lenders be required to issue or cause to be
issued Letters of Credit or LC Guaranties at any time there exists a Default or
an Event of Default.

                  (B) Immediately upon the issuance of each Letter of Credit by
Agent or Bank or LC Guaranty by the Agent or a Lender hereunder, each Lender
shall be deemed to have automatically, irrevocably and unconditionally purchased
from the Agent or issuing Lender, as the case may be, an undivided interest and
participation in and to such Letter of Credit or LC Guaranty, the obligations of
Borrowers in respect thereof and the liability of the Agent or issuing Lender,
as the case may be, thereunder in an amount equal to the amount available for
drawing under such Letter of Credit or, in the case of a LC Guaranty, the amount
Guaranteed thereunder, multiplied by such Lender's Revolving Credit Percentage.
The Agent or the issuing Lender, as the case may be,










                                       5
<PAGE>   14

will notify each Lender promptly upon presentation to it of a draw under a
Letter of Credit or a demand for payment under a LC Guaranty. On a weekly basis,
or more frequently if requested by Agent or the issuing Lender, each Lender
shall make payment to the Agent or issuing Lender, as the case may be, in
immediately available funds, of an amount equal to such Lender's pro rata share
of the amount of any payment made by Agent or the issuing Lender in respect to
any Letter of Credit or LC Guaranty. The obligation of each Lender to reimburse
the Agent or issuing Lender, as the case may be, under this SECTION 1.3 shall be
unconditional, continuing, irrevocable and absolute. In the event that any
Lender falls to make payment to the Agent or issuing Lender, as the case may be,
of any amount due under this SECTION 1.3, the Agent or the issuing Lender, as
the case may be, shall be entitled to receive, retain and apply against such
obligation the principal and interest otherwise payable to such Lender hereunder
until the Agent or issuing Lender, as the case may be, receives such payment
from such Lender or such obligation is otherwise fully satisfied; PROVIDED,
however, that nothing contained in this sentence shall relieve such Lender of
its obligation to reimburse the Agent or issuing Lender, as the case may be, for
such amount in accordance with this SECTION 1.3(B).

                  (C) Borrowers, jointly and severally, agree to
unconditionally, irrevocably and absolutely pay immediately to the Agent, for
the account of the Lenders, the amount drawn under a Letter of Credit or paid
pursuant to a LC Guaranty. If Borrowers at any time fails to make such payment,
Borrowers shall be deemed to have elected to borrow from the Lenders on such
date Revolving Credit Loans equal in aggregate amount to the amount paid by
Agent or the issuing Lender, as the case may be, under such Letter of Credit or
LC Guaranty.

         1.4      JOINT AND SEVERAL LIABILITY; RIGHTS OF CONTRIBUTION.

                           (A) Each Borrower states and acknowledges that: (i)
pursuant to this Agreement, Borrowers desire to utilize their borrowing
potential on a consolidated basis to the same extent possible if they were
merged into a single corporate entity and that this Agreement reflects the
establishment of a credit facility which would not otherwise be available to any
Borrower if each Borrower were not jointly and severally liable for payment of
all of the Obligations; (ii) it has determined that it will benefit specifically
and materially from the advances of credit contemplated by this Agreement; (iii)
it is both a condition precedent to the obligations of Lenders hereunder and a
desire of the Borrowers that each Borrower execute and deliver to Lenders this
Agreement; and (iv) Borrowers have requested and bargained for the structure and
terms of and security for the advances contemplated by this Agreement.

                           (B) Each Borrower hereby irrevocably and
unconditionally: (i) agrees that it is jointly and severally liable to Lenders
for the full and prompt payment of the Obligations and the performance by each
Borrower of its obligations hereunder in accordance with the terms hereof; (ii)
agrees to fully and promptly perform all of its obligations hereunder with
respect to each advance of credit hereunder as if such advance had been made
directly to it; and (iii) agrees as a primary obligation to indemnify Agent and
each Lender on demand for and against any loss incurred by Agent or any Lender
as a result of any of the obligations of any one or more of the Borrowers being
or becoming void, voidable, unenforceable or ineffective for any reason
whatsoever, whether or not known to Agent or any Lender or any Person, the
amount of such loss being the amount which 



                                       6

<PAGE>   15

Agent or such Lender would otherwise have been entitled to recover from any one
or more of the Borrowers.

                           (C) It is the intent of each Borrower that the
indebtedness, obligations and liability hereunder of neither of them be subject
to challenge on any basis, including, without limitation, pursuant to any
applicable fraudulent conveyance or fraudulent transfer laws. Accordingly, as of
the date hereof, the liability of each Borrower under this SECTION 1.4, together
with all of its other liabilities to all Persons as of the date hereof and as of
any other date on which a transfer or conveyance is deemed to occur by virtue of
this Agreement, calculated in amount sufficient to pay its probable net
liabilities on its existing Indebtedness as the same become absolute and matured
("DATED LIABILITIES") is, and is to be, less than the amount of the aggregate of
a fair valuation of its property as of such corresponding date ("DATED ASSETS").
To this end, each Borrower under this SECTION 1.4, (i) grants to and recognizes
in each other Borrower, ratably, rights of subrogation and contribution in the
amount, if any, by which the Dated Assets of such Borrower, but for the
aggregate of subrogation and contribution in its favor recognized herein, would
exceed the Dated Liabilities of such Borrower or, as the case may be, (ii)
acknowledges receipt of and recognizes its right to subrogation and contribution
ratably from each of the other Borrowers in the amount, if any, by which the
Dated Liabilities of such Borrower, but for the aggregate of subrogation and
contribution in its favor recognized herein, would exceed the Dated Assets of
such Borrower under this SECTION 1.4. In recognizing the value of the Dated
Assets and the Dated Liabilities, it is understood that Borrowers will
recognize, to at least the same extent of their aggregate recognition of
liabilities hereunder, their rights to subrogation and contribution hereunder.
It is a material objective of this SECTION 1.4 that each Borrower recognizes
rights to subrogation and contribution rather than be deemed to be insolvent (or
in contemplation thereof) by reason of an arbitrary interpretation of its joint
and several obligations hereunder. In addition to and not in limitation of the
foregoing provisions of this SECTION 1.4, Borrowers and each Lender hereby agree
and acknowledge that it is the intent of each Borrower and of each Lender that
the obligations of each Borrower hereunder be in all respects in compliance
with, and not be voidable pursuant to, applicable fraudulent conveyance and
fraudulent transfer laws.

         1.5 STRUCTURE OF CREDIT FACILITY. Each Borrower agrees and acknowledges
that the present structure of the credit facilities detailed in this Agreement
is based in part upon the financial and other information presently known to
Lenders regarding each Borrower, the corporate structure of Borrowers, and the
present financial condition of each Borrower. Upon or after the occurrence of an
Event of Default and so long as it is continuing, each Borrower hereby agrees
that Agent shall have the right, in its sole credit judgment, to require that
any or all of the following changes be made to these credit facilities: (i)
restrict loans and advances between Borrowers, (ii) establish separate lockbox
and dominion accounts for each Borrower, (iii) separate the Revolving Credit
Loans into separate revolving credit loans to each of the Borrowers as shall be
determined by Required Lenders, (iv) separate the Term Loan into separate term
loans to each of the Borrowers as shall be determined by Required Lenders, and
(v) establish such other procedures as shall be reasonably deemed by
Required Lenders to be useful in tracking where Loans are made under this
Agreement and the source of payments received by Lenders on such Loans.



                                       7
<PAGE>   16

SECTION 2.        INTEREST, FEES AND CHARGES

         2.1      INTEREST.

                  2.1.1 RATES OF INTEREST.

                  (A) INTEREST. (i) Interest shall accrue on the Revolving
         Credit and Term Base Rate Portion outstanding at the end of each day
         (computed on the basis of a calendar year of 360 days and actual days
         elapsed) at a fluctuating rate per annum equal to the sum of the Base
         Rate Margin applicable to Revolving Credit and the Term Base Rate
         Portion PLUS the Base Rate. Interest shall accrue on the Acquisition
         Base Rate Portion outstanding at the end of each day (computed on the
         basis of a calendar year of 360 days and actual days elapsed) at a
         fluctuating rate per annum equal to the Base Rate Margin applicable to
         Acquisition Loans plus the Base Rate. After the date hereof, the
         foregoing rates of interest shall be increased or decreased, as the
         case may be, by an amount equal to any increase or decrease in the Base
         Rate, with such adjustments to be effective as of the opening of
         business on the day that any such change in the Base Rate becomes
         effective. The Base Rate in effect on the date hereof shall be the Base
         Rate effective on the opening of business on the date hereof, but if
         this Agreement is executed on a day that is not a Business Day, the
         Base Rate in effect on the date hereof shall be the Base Rate effective
         as of the opening of business on the last Business Day immediately
         preceding the date hereof.

                           (ii) Interest shall accrue on each Revolving Credit
         and Term Eurodollar Portion outstanding at the end of each day
         (computed on the basis of a calendar year of 360 days and actual days
         elapsed) at rates equal to the sum of the Eurodollar Rate applicable to
         each such Revolving Credit and Term Eurodollar Portion PLUS the
         Eurodollar Margin applicable to the Revolving Credit and Term
         Eurodollar Portion Loan. Interest shall accrue on each Acquisition
         Eurodollar Portion outstanding at the end of each day (computed on the
         basis of a calendar year of 360 days and actual days elapsed) at rates
         equal to the sum of the Eurodollar Rate applicable to each such
         Acquisition Eurodollar Portion PLUS the Eurodollar Margin applicable to
         Acquisition Eurodollar Portion.

                           BASE RATE MARGIN shall mean (i)(a) with respect to
         the Revolving Credit and Term Base Rate Portion, as of the Closing
         Date, 1.00% per annum, and (b) with respect to the Acquisition Base
         Rate Portion as of the Closing Date, 1.25% per annum, and (ii)
         thereafter, as of February 1, May 1, August 1 and November 1 of each
         year (each, an "ADJUSTMENT DATE"), commencing on November 1, 1999, the
         Base Rate Margin shall be adjusted, if necessary, to the applicable
         percent per annum set forth in the pricing table below opposite the
         Total Indebtedness to EBITDA Ratio calculated in the manner described
         in SECTION 8.3.3 for the trailing twelve month period ending on the
         last day of the most recently completed calendar quarter prior to the
         applicable Adjustment Date (each such period, a "CALCULATION PERIOD").

                           EURODOLLAR MARGIN shall mean shall mean (i)(a) with
         respect to the Revolving Credit and Term Base Rate Portion, as of the
         Closing Date, 2.75% per annum, and (b) with respect to the Acquisition
         Base Rate Portion as of the Closing Date, 3.00% per annum, and 



                                       8

<PAGE>   17

         (ii) thereafter, as of each Adjustment Date, commencing on November 1,
         1999, the Eurodollar Margin shall be adjusted, if necessary, to the
         applicable percent per annum set forth in the pricing table below
         opposite the Total Indebtedness to EBITDA Ratio calculated for the
         applicable Calculation Period.

                                  PRICING TABLE

<TABLE>
<CAPTION>
                                             Base Rate Margin                          Eurodollar Margin
                                  -----------------------------------          ---------------------------------
                                                                               Revolving                         
                                     Revolving                                 Credit and                       
                                  Credit and Term          Acquisition            Term               Acquisition
  Total Indebtedness to EBITDA       Base Rate              Base Rate          Eurodollar             Eurodollar
             Ratio                   Portion                 Portion            Portion                Portion
-------------------------------   ---------------          -----------         ----------            -----------
<S>                                    <C>                     <C>                <C>                   <C>  
Equal to or greater than 4:00:1        2.00%                   2.25%              3.50%                 3.75%

Greater than or equal to 3.50:1
but less than 4.00:1                   1.50%                   1.75%              3.00%                 3.25%

Greater than or equal to 3.00:1
but less than 3.50:1                   0.75%                   1.00%              2.50%                 2.75%

Less than 3.00:1                       0.50%                   0.75%              2.00%                 2.25%
</TABLE>

                  If Borrowers shall fail to deliver a Compliance Certificate by
the date required pursuant to SECTION 8.1.3 with respect to any calendar
quarter, effective as of the first Business Day of the immediately succeeding
calendar month and continuing through the day preceding the earlier of (i) the
next succeeding Adjustment Date or (ii) the subsequent delivery of the
delinquent Compliance Certificate, each applicable Base Rate Margin and each
applicable Eurodollar Margin shall be conclusively presumed to equal the highest
applicable Base Rate Margin and the highest applicable Eurodollar Margin
specified in the pricing table set forth above. Subject to SECTION 2.1.2, in the
event a Default (other than a Default arising as a result of the failure to
deliver the Compliance Certificate as required by SECTION 8.1.3) has occurred
and is continuing as of any Adjustment Date, any reduction in the Base Rate
Margin or the Eurodollar Margin, as the case may be, which would have otherwise
occurred shall be postponed until the time such Default has been cured to the
satisfaction of Agent and Required Lenders or waived by Agent or Required
Lenders as applicable.

                  (B)      EURODOLLAR OPTION.

                           (i) CONDITIONS FOR BASING INTEREST ON THE EURODOLLAR
         RATE. Upon the condition that:

                           (a) Agent shall have received a Eurodollar Request
         from Borrowers at least 2 Business Days prior to the first day of the
         Eurodollar Period;

                           (b) There shall have occurred no change in applicable
         law which would make it unlawful for any Lender to obtain deposits of
         U.S. dollars in the London interbank foreign currency deposits market;


                                        9

<PAGE>   18

                           (c) As of the date of the Eurodollar Request and the
         first day of the Eurodollar Period, there shall exist no Default or
         Event of Default which has not been waived by Required Lenders; and

                           (d) Agent shall have determined in good faith that
         Lenders are able to determine the Eurodollar Rate in respect of the
         requested Eurodollar Period and that Lenders are able to obtain
         deposits of U.S. dollars in the London interbank foreign currency
         deposits market in the applicable amounts and for the requested
         Eurodollar Period;

         then interest on the Eurodollar Portion requested during the Eurodollar
         Period requested will be based on the applicable Eurodollar Rate. Agent
         shall give each Lender prompt written notice by telecopier, telex or
         cable of any Eurodollar Request made by Borrowers in accordance with
         the terms hereof. The foregoing notwithstanding, Borrowers acknowledge
         that there may not be more than five Eurodollar Portions outstanding at
         any one time.

                           (ii) INDEMNIFICATION FOR FUNDING AND OTHER LOSSES.
         Each Eurodollar Request shall be irrevocable and binding on Borrowers.
         Borrowers shall, jointly and severally, indemnify Agent and Lenders
         against any expense or loss suffered by Agent or any Lender as a result
         of any failure on the part of any Borrower to fulfill, on or before the
         date specified in any Eurodollar Request, the applicable conditions set
         forth in this Agreement or as a result of the prepayment of the
         applicable Eurodollar Portion prior to the last day of the applicable
         Eurodollar Period, including, without limitation, any loss (including
         loss of anticipated profits) or expense incurred by reason of the
         liquidation or redeployment of deposits or other funds acquired by
         Agent or any Lender to fund or maintain the requested Eurodollar
         Portion. Upon request by Borrowers, Agent or any applicable Lender
         shall provide the Borrowers with a certificate of an officer of Agent
         or such Lender setting forth the calculation of the amount of any such
         loss and the basis therefor, which calculation shall, in the absence of
         manifest error be conclusive.

                           (iii) CHANGE IN APPLICABLE LAWS, REGULATIONS, ETC. If
         any Legal Requirement becoming effective after the date hereof shall
         make it unlawful for any Lender to fund through the purchase of U.S.
         dollar deposits any Eurodollar Portion or otherwise to give effect to
         its obligations as contemplated under this SECTION 2.1 1(B), or shall
         impose on any Lender any costs based on or measured by the excess above
         a specified level of the amount of a category of deposits or other
         liabilities of such Lender which includes deposits by reference to
         which the Eurodollar Rate is determined as provided herein or a
         category of extensions of credit or other assets of such Lender which
         includes any Eurodollar Portion, or shall impose on any Lender any
         restrictions on the amount of such a category of liabilities of assets
         which such Lender may hold, (a) Agent may by notice thereof to
         Borrowers terminate the Eurodollar Option as of a date which is no
         earlier than the date required by applicable law, the date on which any
         such cost is imposed or the date on which any such restriction becomes
         effective, with respect to the Loans made or to be made by such Lender,
         (b) any Eurodollar Portion outstanding as of the date the Eurodollar
         Option is terminated shall thereafter bear interest at the rate
         provided for in Section 2.1.1(A)(i) payable on the dates provided
         for in SECTION 3.2.2 and (c) Borrowers shall, jointly and severally,
         indemnify



                                       10
<PAGE>   19

         such Lender against any out-of-pocket loss, penalty or expense incurred
         by such Lender by reason of the liquidation or redeployment of deposits
         or other funds acquired by such Lender to fund or maintain such
         Eurodollar Portion. The applicable Lender shall promptly give Borrowers
         and Agent prompt written notice of when such condition shall cease to
         exist.

                           (iv) TAXES. It is the understanding of Borrowers and
         Agent and Lenders that Lenders shall receive payments of amounts of
         principal of and interest on the Revolving Credit Loans, the Term Loan
         and the Acquisition Loans with respect to the Eurodollar Portions from
         time to time subject to a Eurodollar Option free and clear of, and
         without deduction for, any Taxes. If (i) any Lender shall be subject to
         any such Tax in respect of any such Eurodollar Portion or any part
         thereof or (ii) Borrowers shall be required to withhold or deduct any
         such Tax from any such amount, the Eurodollar Rate applicable to such
         Eurodollar Portion shall be adjusted by Agent on behalf of any such
         Lender to reflect all additional costs incurred by such Lender in
         connection with the payments by any such Lender or the withholding by
         any Borrower of such Tax and Borrowers shall provide Agent and such
         Lender with a statement detailing the amount of any such Tax actually
         paid by such Borrower. Determination by Agent on behalf of such Lender
         of the amount of such costs shall, in the absence of manifest error, be
         conclusive, and at Borrowers' request, Agent shall demonstrate the
         basis of such determination. If after any such adjustment, any part of
         any Tax paid by any such Lender is subsequently recovered by such
         Lender, such Lender shall promptly reimburse Borrowers to the extent of
         the amount so recovered. A certificate of an officer of such Lender
         setting forth the amount of such recovery and the basis therefor shall,
         in the absence of manifest error, be conclusive. Notwithstanding
         anything contained in this clause (iv) to the contrary each Lender
         hereby agrees to change the lending office at which it accepts payments
         of principal and interest from Borrowers pursuant to this Agreement if,
         as a result of such change, any such Taxes could be legally avoided and
         if any such change in lending office(s) does not impose additional
         costs upon such Lender.

                  2.1.2 DEFAULT RATE OF INTEREST. Upon and after the occurrence
of an Event of Default, and during the continuation thereof, the principal
amount of all Loans shall, upon written notice from Agent to Holdings (except
that no such notice will be required with respect to any Event of Default
specified in SECTION 10.1.9), commence to bear interest at a rate per annum
equal to two percent (2%) above the interest rate otherwise applicable thereto
(the "DEFAULT RATE").

                  2.1.3 MAXIMUM INTEREST. (A) Notwithstanding anything to the
contrary in this Agreement or otherwise, (i) if at any time the amount of
interest computed on the basis of an Applicable Annual Rate or a Default Rate
would exceed the amount of such interest computed upon the basis of the maximum
rate of interest permitted by applicable state or federal law in effect from
time to time hereafter (the "MAXIMUM LEGAL RATE"), the interest payable under
this Agreement shall be computed upon the basis of the Maximum Legal Rate, but
any subsequent reduction in such Applicable Annual Rate or Default Rate, as
applicable, shall not reduce such interest thereafter payable hereunder below
the amount computed on the basis of the Maximum Legal Rate until the aggregate
amount of such interest accrued and payable under this Agreement equals the
total amount of interest which would have accrued if such interest had been at
all times computed solely on the basis of an Applicable Annual Rate or Default
Rate, as applicable; and (ii) unless preempted by 










                                       11

<PAGE>   20

federal law, an Applicable Annual Rate or Default Rate, as applicable, from time
to time in effect hereunder may not exceed the "indicated ceiling rate" from
time to time in effect under Tex. Rev. Civ. Stat. Ann. art 5069-1.04(c) (Vernon
1987). If the applicable state or federal law is amended in the future to allow
a greater rate of interest to be charged under this Agreement than is presently
allowed by applicable state or federal law, then the limitation of interest
hereunder shall be increased to the maximum rate of interest allowed by
applicable state or federal law as amended, which increase shall be effective
hereunder on the effective date of such amendment, and all interest charges
owing to Lender by reason thereof shall be payable in accordance with SECTION
3.2.2.

                  (B) EXCESS INTEREST. No agreements, conditions, provisions or
stipulations contained in this Agreement or any other instrument, document or
agreement between Borrowers, Agent and Lenders or default of Borrowers, or the
exercise by Agent or Lenders of the right to accelerate the payment of the
maturity of principal and interest, or to exercise any option whatsoever
contained in this Agreement or any other Loan Document, or the arising of any
contingency whatsoever, shall entitle Agent or Lenders to contract for, charge,
or receive, in any event, interest exceeding the Maximum Legal Rate. In no event
shall Borrowers be obligated to pay interest exceeding such Maximum Legal Rate
and all agreements, conditions or stipulations, if any, which may in any event
or contingency whatsoever operate to bind, obligate or compel Borrowers to pay a
rate of interest exceeding the Maximum Legal Rate, shall be without binding
force or effect, at law or in equity, to the extent only of the excess of
interest over such Maximum Legal Rate. In the event any interest is contracted
for, charged or received in excess of the Maximum Legal Rate ("EXCESS INTEREST")
Borrowers acknowledge and stipulate that any such contract, charge, or receipt
shall be the result of an accident and bona fide error, and that any Excess
Interest received by Lenders shall be applied, first, to reduce the principal
then unpaid hereunder; second, to reduce the other Obligations; and third,
returned to Borrowers, it being the intention of the parties hereto not to enter
at any time into a usurious or otherwise illegal relationship. Borrowers
recognize that, with fluctuations in the Base Rate, the Eurodollar Rate and the
Maximum Legal Rate, such a result could inadvertently occur. By the execution of
this Agreement, Borrowers covenant that (i) the credit or return of any Excess
Interest shall constitute the acceptance by Borrowers of such Excess Interest,
and (ii) Borrowers shall not seek or pursue any other remedy, legal or
equitable, against Agent or Lenders, based in whole or in part upon contracting
for, charging or receiving of any interest in excess of the maximum authorized
by applicable law. For the purpose of determining whether or not any Excess
Interest has been contracted for, charged or received by Agent or Lenders, all
interest at any time contracted for, charted or received by Agent or Lenders in
connection with this Agreement shall be amortized, prorated, allocated and 
spread in equal parts during the entire term of this Agreement.

                  (C) INCORPORATION BY THIS REFERENCE. The provisions of SECTION
2.1.3(A) and SECTION 2.1.3(B) shall be deemed to be incorporated into every
document or communication relating to the Obligations which sets forth or
prescribes any account, right or claim or alleged account, right or claim of
Agent or Lenders with respect to Borrowers (or any other obligor in respect of
Obligations), whether or not any provision of SECTION 2.1.3(A) or SECTION
2.1.3(B) is referred to therein. All such documents and communications and all
figures set forth therein shall, for the sole purpose of computing the extent of
the Obligations and obligations of the Borrowers (or any other obligor) asserted
by Agent or Lenders thereunder, be automatically recomputed by Borrowers or




                                       12
<PAGE>   21


obligor, and by any court considering the same, to give effect to the
adjustments or credits required by SECTION 2.1.3(A) or SECTION 2.1.3(B).

         2.2 COMPUTATION OF INTEREST AND FEES. Interest, unused line fees,
Letter of Credit and LC Guaranty fees and collection charges hereunder shall be
calculated daily and shall be computed on the actual number of days elapsed over
a year of 360 days.

         2.3 LETTER OF CREDIT AND LC GUARANTY FEES. Borrowers, on a joint and
several basis, shall pay to Agent for its benefit and the ratable benefit of
Lenders committed to make Revolving Credit Loans for standby Letters of Credit
and LC Guaranties of standby Letters of Credit, a fee equal to (i) (a) the LC
Amount, MULTIPLIED BY (b) the applicable Eurodollar Margin (on a per annum
basis) for the Revolving Credit and Term Eurodollar Portion, PLUS (ii) all
normal and customary charges associated with the issuance thereof, which fees
and charges shall be deemed fully earned upon issuance of each such Letter of
Credit or LC Guaranty, shall be due and payable on the first Business Day of
each month and shall not be subject to rebate or proration upon the termination
of this Agreement for any reason.

         2.4 UNUSED LINE FEE. Borrowers, on a joint and several basis, shall pay
to Agent for the ratable benefit of Lenders an unused line fee equal to (i)
one-half percent (0.50%) per annum of the amount by which the Average Monthly
Revolving Credit Loan Balance is less than the Revolving Credit Loan Commitment
PLUS (ii) commencing on March 1, 1999, one-half percent (0.50%) per annum of the
amount by which the Average Monthly Acquisition Loan Balance is less than the
Acquisition Loan Commitment. The unused line fee shall be payable monthly in
arrears on the first day of each calendar month hereafter.

         2.5 AUDIT AND APPRAISAL FEES. Borrower shall pay to Agent for its
reasonable out-of-pocket audit and appraisal costs and expenses in connection
with audits and appraisals of Borrower's books and records and such other
matters as Agent shall deem appropriate, plus all reasonable out-of-pocket costs
and expenses incurred by Agent in connection with such audits and appraisals.
Such amounts shall be payable on the first day of the month following the date
of issuance by Agent of a request for payment thereof to Borrowers.

         2.6 REIMBURSEMENT OF EXPENSES. If, at any time or times regardless of
whether or not an Event of Default then exists, Agent (and, with respect to
SECTIONS 2.6(iii), 2.6(iv), and 2.6(v), any Lender) incurs reasonable legal or
accounting expenses or any other reasonable out-of-pocket costs and expenses in
connection with (i) the negotiation and preparation of this Agreement or any of
the other Loan Documents, any amendment of or modification of this Agreement or
any of the other Loan Documents, or any sale or attempted sale of any interest
herein by a Lender to a new Lender or to a Participating Lender; (ii) the
administration of this Agreement or any of the other Loan Documents and the
transactions contemplated hereby and thereby, including inspections and
verifications of Collateral; (iii) any litigation, contest, dispute, suit,
proceeding or action (whether instituted by Agent, any Lender, any Borrower or
any other Person) in any way relating to the Collateral, this Agreement or any
of the other Loan Documents or any Borrower's affairs except where, pursuant to
a final non-appealable order, such litigation, contest, dispute, suit,
proceeding or action is determined adversely to Agent and Lenders; (iv) any
attempt to enforce any rights of Agent 











                                       13
<PAGE>   22

or any Lender against any Borrower or any other Person which may be obligated to
Agent or any Lender by virtue of this Agreement or any of the other Loan
Documents, including, without limitation, the Account Debtors; or (v) any
attempt to protect, preserve, restore, collect, sell, liquidate or otherwise
dispose of or realize upon the Collateral; then all such reasonable legal and
accounting expenses, reasonable other costs and reasonable out of pocket
expenses of Agent (and, with respect to SECTIONS 2.6(iii), 2.6(iv), and 2.6(v),
any Lender) shall be charged to Borrowers. All amounts chargeable to Borrowers
under this SECTION 2.6 shall be Obligations secured by all of the Collateral,
shall be payable on demand to Agent or to such Lender, as the case may be, and
shall bear interest from the date such demand is made until paid in full at the
rate applicable to Revolving Credit Base Rate Portions from time to time. Agent
will give same-day written notice to Borrower of amounts so advanced and charged
to Borrower's Loan Account under this SECTION 2.6. Borrowers, on a joint and
several basis, shall also reimburse Agent or Lenders for all reasonable
out-of-pocket costs and expenses incurred by Agent or Lenders in its or their
administration of the Collateral to the extent and in the manner provided in
SECTION 6.

         2.7 BANK CHARGES. Borrowers, on a joint and several basis, shall pay to
Agent (for its own benefit or the benefit of a Lender, as applicable) on demand,
any and all fees, costs or expenses which Agent or any Lender pays to a bank or
other similar institution (including, without limitation, any fees paid by any
Lender to any Participating Lender) arising out of or in connection with (i) the
forwarding to any Borrower or any other Person on behalf of any Borrower, by
Agent or any Lender, of proceeds of Loans made by Lenders to Borrowers pursuant
to this Agreement and (ii) the depositing for collection, by Agent or any
Lender, of any check or item of payment received or delivered to Agent or any
Lender on account of the Obligations.

         2.8 CAPITAL ADEQUACY CHARGE. In the event that any Lender shall have
determined that the adoption (effected after the date hereof) of any law, rule
or regulation regarding capital adequacy, or any change therein or in the
interpretation or application thereof or compliance by any Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) from any central bank or governmental authority, does or shall have the
effect of reducing the rate of return on such Lender's capital as a consequence
of its obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, chance or compliance (taking into consideration
such Lender's policies with respect to capital adequacy) by an amount deemed by
such Lender, in its reasonable discretion, to be material, then from time to
time, after submission by such Lender to Borrowers of a written demand therefor,
which demand shall be made within sixty (60) days of such reduction, Borrowers,
on a joint and several basis, shall pay to such Lender such additional amount or
amounts as will compensate such Lender for such reduction. A certificate of such
Lender claiming entitlement to payment as set forth above shall be conclusive in
the absence of manifest error. Such certificate shall set forth the nature of
the occurrence giving rise to such payment, the additional amount or amounts to
be paid to such Lender, and the method by which such amounts were determined. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods. Each Lender and Agent agrees to allocate any such cost
increase among its similarly situated customers in good faith and on an
equitable basis; provided, however, that any such Lender shall not be entitled
to such amounts unless similar assessments are imposed by such Lenders on other
comparable borrowers of such Lender.






                                       14

<PAGE>   23

         2.9 CLOSING FEE. Borrowers, on a joint and several basis, shall pay to
FCC the closing fee referred to in that certain fee letter from FCC to Holdings
dated the Closing Date, which fee shall be fully earned and nonrefundable on the
Closing Date and shall be paid concurrently with the initial Loan hereunder.

         2.10 AGENTS FEE. Borrowers, on a joint and several basis, shall pay to
FCC the Agent's fee referred to in that certain fee letter from FCC to Holdings
dated the Closing Date, which fee shall be paid on the Closing Date and on each
anniversary date thereafter.

SECTION 3. LOAN ADMINISTRATION.

         3.1 MANNER OF BORROWING LOANS. Borrowings under the credit facility
established pursuant to SECTION 1 shall be as follows:

                  3.1.1 LOAN REQUESTS. A request for a Revolving Credit Loan or
an Acquisition Loan shall be made, or shall be deemed to be made, in the
following manner: (i) Borrowers may give Agent a Notice of Revolving Credit Loan
or Acquisition Loan, in which notice Borrowers shall specify the amount of the
proposed borrowing and the proposed borrowing date, PROVIDED, however, that no
such request may be made at a time when there exists a Default or an Event of
Default; and (ii) the becoming due of any amount required to be paid under this
Agreement, the Term Note or any Acquisition Note, whether as interest or for any
other Obligation, shall be deemed irrevocably to be a request for a Revolving
Credit Loan on the due date in the amount required to pay such interest or other
Obligation. As an accommodation to Borrowers, Agent may permit telephonic
requests for loans and electronic transmittal of instructions, authorizations,
agreements or reports to Agent by Borrowers. Unless Borrowers specifically
direct Agent in writing not to accept or act upon telephonic or electronic
communications from Borrowers, Agent shall have no liability to any Borrower for
any loss or damage suffered by any Borrower as a result of Agent's honoring of
any requests, execution of any instructions, authorizations or agreements or
reliance on any reports communicated to it telephonically or electronically and
purporting to have been sent to Agent by any Borrower and Agent shall have no
duty to verify the origin of any such communication or the authority of the
person sending it. Except as otherwise provided in SECTION 2.1. 1(B), each
Revolving Credit Loan and each Acquisition Loan shall be made on notice, given
not later than 11:00 a.m. (Dallas time) on the Business Day of the proposed
Revolving Credit Loan or Acquisition Loan, by Borrowers to Agent, which shall
give to each Lender prompt written notice thereof by telecopy, telex or cable.
Each such notice (a "NOTICE OF REVOLVING CREDIT LOAN" or a "NOTICE OF
ACQUISITION LOAN," as applicable) shall be in writing or by telephone to Agent
at (214) 828-6500, confirmed immediately in writing, specifying therein the
requested date and amount of such Revolving Credit Loan or Acquisition Loan.
Each Lender shall, not later than 2:00 p.m. (Dallas time) on each requested
date, wire to a bank designated by Agent the amount of that Lender's Revolving
Credit Percentage of the requested Revolving Credit Loan or the amount of that
Lender's Acquisition Loan Percentage of the requested Acquisition Loan. Agent
shall, before 2:30 P.M. (Dallas time) on the date of the proposed Revolving
Credit Loan or proposed Acquisition Loan, subject to the provisions hereof, wire
to a bank designated by Borrowers and reasonably acceptable to Agent, the amount
of such Revolving Credit Loan or Acquisition Loan to the extent received from
the Lenders. The failure of any Lender to make the Revolving Credit Loan or
Acquisition Loan to be made by it shall not relieve any other







                                       15
<PAGE>   24

Lender of its obligation hereunder to make its Revolving Credit Loan or
Acquisition Loan. Neither Agent nor any other Lender shall be responsible for
the failure of any other Lender to make the Revolving Credit Loan or Acquisition
Loan to be made by such other Lender. The foregoing notwithstanding, unless
otherwise notified by any Lender, Agent, in its sole discretion, may, from its
own funds, make a Revolving Credit Loan or Acquisition Loan on behalf of any
Lender hereto. In such event, the Lender on behalf of whom Agent made the
Revolving Credit Loan or Acquisition Loan shall reimburse Agent for the amount
of Revolving Credit Loan or Acquisition Loan so made on its behalf, on a weekly
(or more frequent basis as determined by Agent, in its sole discretion) basis
and the entire amount of interest attributable to such Revolving Credit Loan or
Acquisition Loan for the period from the date on which said Revolving Credit
Loan or Acquisition Loan was made by Agent on such Lender's behalf until Agent
is reimbursed by such Lender, shall be paid to Agent. The foregoing
notwithstanding, Lenders shall not be required to make any Acquisition Loans,
unless Borrowers have fully complied with the provisions of SECTION 1.2.2.

         If at any time one or more Lenders refuse or fail to make a requested
Revolving Credit Loan or Acquisition Loans when all conditions to a Revolving
Credit Loan or Acquisition Loan have been satisfied or waived, then Agent may,
at its option, but shall have no obligation whatsoever to, purchase all, but not
less than all, of the Revolving Credit Notes, Term Notes and Acquisition Loan
Notes held by the Lender(s) who so fail or refuse, and to assume such Lender's
commitments to make Revolving Credit Loans or Acquisition Loans and each such
Lender shall be obligated to sell and transfer such Revolving Credit Notes, Term
Notes or Acquisition Notes to Agent for a price in cash equal to the principal
balance outstanding plus all accrued but unpaid interest thereon plus all
accrued fees due any such Lender under the terms hereof, and the foregoing
provisions of this Section will be applicable to Agent with respect to the
Revolving Credit Notes or Acquisition Notes so purchased by it. Any such
purchase, however, shall not relieve any such Lender from any breach of contract
claims available to Agent and/or any Borrower against such Lender as a result of
its failure to make any such Revolving Credit Loan or Acquisition Loan.

                  3.1.2 DISBURSEMENT. Each Borrower hereby irrevocably
authorizes Lender to disburse the proceeds of the Term Loan, the Acquisition
Loans and each Revolving Credit Loan requested, or deemed to be requested,
pursuant to this SECTION 3.1.2 as follows: (i) the proceeds of the Term Loan,
each Acquisition Loan and of each Revolving Credit Loan shall be disbursed by
Agent in lawful money of the United States of America in immediately available
funds, in the case of the initial borrowing, in accordance with the terms of the
written disbursement letter from Borrowers, and in the case of each subsequent
borrowing, by wire transfer to such bank account as may be agreed upon by
Borrowers and Agent from time to time or elsewhere if pursuant to a written
direction from Borrowers; and (ii) the proceeds of each Revolving Credit Loan
requested under SECTION 3.1.1(ii) shall be disbursed by Agent by way of direct
payment of the relevant interest or other Obligation.

                  3.1.3 AUTHORIZATION. Each Borrower hereby irrevocably
authorizes Agent, in Agent's sole discretion, to advance to Borrowers, and to
charge to Borrowers' Loan Account hereunder as a Revolving Credit Loan, a sum
sufficient to pay all interest accrued on the Obligations during the immediately
preceding month and to pay all costs, fees and expenses at any time owed by any
Borrower to Agent or Lenders hereunder.







                                       16
<PAGE>   25

         3.2 PAYMENTS. Except where evidenced by notes or other instruments
issued or made by Borrowers to Agent or Lenders specifically containing payment
provisions which are in conflict with this SECTION 3.2 (in which event the
conflicting provisions of said notes or other instruments shall govern and
control), the Obligation shall be payable as follows:

                  3.2.1 PRINCIPAL. Principal payable on account of Revolving
Credit Loans shall be payable by Borrowers, on a joint and several basis, to
Agent for its benefit and the ratable benefit of Lenders immediately upon the
earliest of (i) the receipt by Agent or any Borrower of any proceeds of any
Collateral other than, except as otherwise provided in this Agreement, Equipment
or real Property, to the extent of said proceeds, (ii) the occurrence of an
Event of Default in consequence of which Agent or Required Lenders elect to
accelerate the maturity and payment of the Obligations, or (iii) termination of
this Agreement pursuant to SECTION 4; PROVIDED, however, that if an Overadvance
shall exist at any time, Borrowers, on a joint and several basis, shall, on
demand, repay the Overadvance; provided, further, that if any such payment
pursuant to clause (i) above would result in the prepayment of any Eurodollar
Portion, then the Borrower receiving such proceeds may at its option direct that
such proceeds be held by Agent in a non-interest bearing cash collateral account
maintained by Agent to be applied to the payment of principal until the earlier
of the last day of the Eurodollar Period applicable to each Eurodollar Portion
in the order of maturity or the occurrence of an Event of Default. Principal
payable on account of the Term Loan and any Acquisition Loan shall be payable by
Borrowers, on a joint and several basis, to Agent for the ratable benefit of
Lenders in accordance with the terms and conditions of the Term Note, the
applicable Acquisition Note and the provisions of this Agreement.

                  3.2.2 INTEREST. Interest accrued on the Base Rate Portion and
each Eurodollar Portion shall be due on the earliest of (i) the first day of
each month (for the immediately preceding month), computed through the last
calendar day of the preceding month, (ii) the occurrence of an Event of Default
in the consequence of which Agent or Required Lenders elect to accelerate the
maturity and payment of the Obligations or (iii) termination of this Agreement
pursuant to SECTION 4; PROVIDED, however, the Borrower hereby irrevocably
authorize Agent on behalf of Lenders, in Agent's sole discretion, to advance to
Borrower and to charge to Borrower's Loan Account hereunder as a Revolving
Credit Loan, a sum sufficient each month to pay all interest accrued on the Base
Rate Portion and each Eurodollar Portion during the immediately preceding month.

                  3.2.3 COSTS, FEES AND CHARGES. Costs, fees and charges payable
pursuant to this Agreement shall be payable by Borrowers, on a joint and several
basis, as and when provided in SECTION 2, to Agent for its benefit and the
ratable benefit of Lenders or to any other Person designated by Agent in
writing.

                  3.2.4 OTHER OBLIGATIONS. The balance of the Obligations
requiring the payment of money, if any, shall be payable by Borrowers, on a
joint and several basis, to Agent for its benefit and the ratable benefit of
Lenders as and when provided in this Agreement, the Other Agreements or the
Security Documents, or on demand, whichever is later.







                                       17
<PAGE>   26

         3.3      MANDATORY PREPAYMENTS.

                  3.3.1 PROCEEDS OF SALE, LOSS, DESTRUCTION OR CONDEMNATION OF
COLLATERAL. Except as provided in SECTION 6.4.2, if any Borrower sells any of
the Equipment, the Meadowlake Facility, or any other real Property, or if a
permitted disposition of the Mission Vista Facility is consummated during the
continuance of an Event of Default, or if any of the Collateral is lost or
destroyed or taken by condemnation, Borrowers, on a joint and several basis,
shall pay to Agent for the ratable benefit of Lenders, unless otherwise agreed
by Required Lenders, as and when received by such Borrower and as a mandatory
prepayment of (x) the Acquisition Loans or (y) if the Acquisition Loans are paid
in full, the Term Loans, a sum equal to the proceeds (including insurance
payments) received by such Borrower from such sale, loss, destruction or
condemnation, PROVIDED, that if no Event of Default exists when such proceeds
are received by such Borrower, the amount of such proceeds payable to Agent
under this SECTION 3.3.1 shall be net of (a) any reasonable costs of sale or
disposition incurred by Borrowers in connection therewith, (b) provisions for
any income tax expense reasonably expected to be incurred by Borrowers as a
result of such sale or disposition, and, (c) cash escrow or similar deposits
required to be made by such Borrower for the benefit of the purchaser in such
sale transaction as security for post-closing contingent liabilities of such
Borrower in order to enable such Borrower to consummate such sale transaction
(but any amounts released to such Borrower from any deposit of the type
described in the preceding clause (c) made by such Borrower shall, upon receipt
by Borrower, be deemed proceeds subject to the provisions of this SECTION 3.3.1
and shall be promptly paid over to Agent for application in accordance with the
provisions hereof). Any such prepayments shall be applied ratably among Lenders
to principal installments due under the Acquisition Notes or Term Notes, as
applicable, in the inverse order of maturity. Notwithstanding the foregoing,
unless an Event of Default exists at the time such proceeds are received by
Borrower, up to $250,000 of the aggregate amount of such net proceeds received
by all Borrowers during any period of twelve consecutive months by reason of
such transactions or occurrences, plus additional amounts so received and
expended pursuant to and for the purposes referenced in SECTION 6.4.2(II)
may be retained by Borrowers and shall not be subject to prepayment under this
SECTION 3.3.1. In addition, unless an Event of Default exists at the time of
such disposition, the provisions of this SECTION 3.3.1 shall not be applicable
to a disposition of the Mission Vista Facility made in accordance with SECTION
6.3.2. The provisions of this SECTION 3.3.1 shall not be applicable to a
disposition of the Midvale Facility made in accordance with SECTION 6.3.3 or to
a disposition of the Oklahoma LLC Interests made in accordance with SECTION
6.3.4.

                  3.3.2 EXCESS CASH FLOW RECAPTURE. Borrowers, on a joint and
several basis, shall prepay the Term Loan in amounts equal to Holdings' Excess
Cash Flow with respect to each fiscal year of Holdings ending on or after June
30, 1999, such prepayments to be made within 2 Business Days following the due
date for delivery by Borrowers to Agent and Lenders of the annual financial
statements required by SECTION 8.1.3(i) and each such prepayment shall be
applied to the installments of principal due under the Term Loan in the inverse
order of their maturities until payment thereof in full.

         3.4 APPLICATION OF PAYMENTS AND COLLECTIONS. All items of payment
received by Agent by 12:00 noon, Dallas, Texas time, on any Business Day shall
be deemed received on that Business Day. All items of payment received after
12:00 noon, Dallas, Texas time, on any Business Day shall be deemed received on
the following Business Day. For the purpose of computing interest 









                                       18
<PAGE>   27

hereunder, all items of payment received by Agent shall be deemed applied by
Agent on account of the Obligations on the first Business Day after receipt of
final payment of such item in immediately good funds. Each Borrower irrevocably
waives the right to direct the application of any and all payments and
collections at any time or times hereafter received by Agent from or on behalf
of any Borrower during the continuance of any Event of Default, and each
Borrower does hereby irrevocably agree that, subject to Borrowers' rights under
SECTIONS 3.3.1, 3.7 and 6.4.2, Agent shall have the continuing exclusive right
at all times during the continuance of an Event of Default to apply and reapply
any and all such payments and collections received at any time or times
hereafter by Agent or its agent against the Obligations, in such manner as Agent
may deem advisable, notwithstanding any entry by Agent upon any of its books and
records. If as the result of collections of Accounts as authorized by SECTION
6.2.6 a credit balance exists in the Loan Account with respect to the Revolving
Credit Loans, Agent shall use its commercially reasonable efforts to give
Borrowers prompt notice (which may be oral) of any such credit balance. Such
credit balance shall not accrue interest in favor of Borrowers, but shall be
available to Borrowers at any time or times, subject to application as provided
in the next- following sentence, and, if not applied in accordance with the
next-following sentence, Agent shall cause the amount of such credit balance as
of the opening of each Business Day (net of reasonable out-of-pocket costs and
expenses incurred by Agent in connection therewith, which Agent may deduct from
the proceeds to be transferred) to be wire-transferred to the Operating Account
before the close of business on such Business Day. Any such transfer shall be at
the sole cost and expense of Borrowers. Such credit balance shall not be applied
or be deemed to have been applied as a prepayment of the Term Loan or the
Acquisition Loans, except that Agent may, at its option, offset such credit
balance against any of the Obligations upon and after the occurrence of an Event
of Default.

         3.5 ALL LOANS TO CONSTITUTE ONE OBLIGATION. The Loans shall constitute
one general Obligation of Borrowers, and shall be secured by Agent's Lien (for
its benefit and the ratable benefit of Lenders) upon all of the Collateral.

         3.6 LOAN ACCOUNT. Agent shall enter all Loans as debits to the Loan
Account and shall also record in the Loan Account all payments made by Borrowers
on any Obligations and all proceeds of Collateral which are finally paid to
Agent, and may record therein, in accordance with customary accounting practice,
other debits and credits, including interest and all charges and expenses
properly chargeable to Borrowers.

         3.7 STATEMENTS OF ACCOUNT. Agent will account to Borrowers monthly with
a statement of Loans, charges and payments made pursuant to this Agreement, and
such account rendered by Agent shall be deemed final, binding and conclusive
upon Borrowers unless Agent is notified by Borrowers in writing to the contrary
within 30 days of the date each accounting is mailed to Borrowers. Such notice
shall only be deemed an objection to those items specifically objected to
therein.

SECTION 4. TERM AND TERMINATION

         4.1 TERM OF AGREEMENT. Subject to Agent's and Lenders' right to cease
making Loans to Borrower after the occurrence, and during the continuation, of
any Default or Event of Default,












                                       19
<PAGE>   28

this Agreement shall be in effect for a period of five (5) years from the date
hereof, through and including October 30, 2003.

         4.2      TERMINATION.

                  4.2.1 TERMINATION BY AGENT OR LENDERS. Without in any manner
limiting or affecting the provisions of SECTION 10.2, Borrowers agree that Agent
or Required Lenders may terminate this Agreement upon the Agent's giving of
written notice of such termination to Borrowers at any time during the
continuance of an Event of Default, PROVIDED, that no such notice shall be
required in connection with a termination by reason of the occurrence of any
Event of Default under SECTION 10.1.9.

                  4.2.2 TERMINATION BY BORROWER. Upon at least thirty (30) days
prior written notice to Agent, Borrowers may, at their option, terminate this
Agreement; PROVIDED, HOWEVER, no such termination shall be effective until
Borrowers have paid all of the Obligations in immediately available funds and
all Letters of Credit and LC Guaranties have expired or have been cash
collateralized to Agent's satisfaction. Any notice of termination given by
Borrowers shall be irrevocable unless Required Lenders otherwise agree in
writing, and Lenders shall have no obligation to make any Loans or issue or
procure any Letters of Credit or LC Guaranties on or after the termination date
stated in any such termination notice given pursuant to this SECTION 4.2.2 or
pursuant to SECTION 4.2.1 in such notice. Borrowers may elect to terminate this
Agreement in its entirety only. No section of this Agreement or type of Loan
available hereunder may be terminated singly.

                  4.2.3    [RESERVED]

                  4.2.4 EFFECT OF TERMINATION. All of the Obligations shall be
immediately due and payable upon the termination date stated in any notice of
termination of this Agreement. All undertakings, agreements, covenants,
warranties and representations of each Borrower contained in the Loan Documents
shall survive any such termination and Agent shall retain its Liens (for its own
benefit and the ratable benefit of Lenders) in the Collateral and all of its
rights and remedies under the Loan Documents notwithstanding such termination
until Borrowers have paid the Obligations (including, without limitation, the
expiration, termination or cash collateralization of all outstanding Letters of
Credit and LC Guaranties) to Agent for the benefit of Lenders, in full, in
immediately available funds. Notwithstanding the payment in full of the
Obligations, Agent shall not be required to terminate its security interests in
the Collateral unless, with respect to any loss or damage Agent or Lender may
incur as a result of dishonored checks or other items of payment received by
Agent from any Borrower or any Account Debtor and applied to the Obligations,
Agent shall, at its option, (i) have received a customary written indemnity and
release agreement, executed by Borrowers and by any Person whose loans or other
advances to any Borrower are used in whole or in part to satisfy the
Obligations, indemnifying Agent and Lender from any such loss or damage; or (ii)
have retained such monetary reserves and Liens on the Collateral for such period
of time as Agent, in its reasonable discretion, may deem necessary to protect
Agent and Lenders from any such loss or damage.




                                       20
<PAGE>   29

SECTION 5. SECURITY INTERESTS

         5.1 SECURITY INTEREST IN COLLATERAL. To secure the prompt payment and
performance to Agent and Lenders of the Obligations, each Borrower hereby
grants, subject to applicable Legal Requirements, to Agent for its benefit and
the ratable benefit of Lenders a continuing Lien upon all of such Borrower's
assets, including all of the following Property and interests in Property of
such Borrower, whether now owned or existing or hereafter created, acquired or
arising and wheresoever located:

                           (i)      Claims;

                           (ii)     Accounts;

                           (iii)    Inventory;

                           (iv)     Equipment;

                           (v)      General Intangibles;

                           (vi)     Investment Property;

                           (vii) All monies and other Property of any kind now
         or at any time or times hereafter in the possession or under the
         control of Agent or any Lender or a bailee or Affiliate of Agent or any
         Lender;

                           (viii) All accessions to, substitutions for and all
         replacements, products and cash and non-cash proceeds of (i) through
         (vii) above, including, without limitation, proceeds of and unearned
         premiums with respect to insurance policies insuring any of the
         Collateral; and

                           (ix) All books and records (including, without
         limitation, patient records of identity, diagnosis, evaluation or
         treatment, customer lists, credit files, computer programs, print-outs,
         and other computer materials and records) of each Borrower pertaining
         to any of (i) through (viii) above.

         5.2 CROSS-COLLATERALIZATION. Each Borrower agrees that the Collateral
pledged by such Borrower hereunder shall secure all of the Obligations of the
Borrowers. Upon and after an Event of Default by any Borrower, Agent and each
Lender may pursue all rights and remedies that Agent or such Lender may have
against all or any part of the Collateral regardless of which Borrower has legal
title to such Collateral. Each Borrower hereby acknowledges that this
cross-collateralization of the Collateral owned by such Borrower is in
consideration of Lenders extending the credit hereunder and is mutually
beneficial to each Borrower.

         5.3 LIEN PERFECTION, FURTHER ASSURANCES. Each Borrower shall execute
such UCC-1 financing statements as are required by the Code and such other
instruments, assignments or 













                                       21
<PAGE>   30

documents as are necessary to perfect Agent's Lien (for its benefit and the
ratable benefit of Lenders) upon any of the Collateral and shall take such other
action as may be required to perfect or to continue the perfection of Agent's
Lien (for its benefit and the ratable benefit of Lenders) upon the Collateral.
Unless prohibited by applicable law, each Borrower hereby authorizes Agent to
execute and file any such financing statement on such Borrower's behalf. The
parties agree that a carbon, photographic or other reproduction of this
Agreement shall be sufficient as a financing statement and may be filed in any
appropriate office in lieu thereof. At Agent's request, Borrower shall also
execute and deliver to Agent any and all documents deemed necessary or
appropriate by Agent to cause Agent's Lien to be noted on any motor vehicle,
tractor or trailer title certificates for motor vehicles, tractors or trailers
forming a part of the Collateral. At Agent's request, Borrower shall also
promptly execute or cause to be executed and shall deliver to Agent any and all
other documents, instruments and agreements deemed necessary by Agent to give
effect to or carry out the terms or intent of the Loan Documents.

         5.4 LIEN ON REALTY. The due and punctual payment and performance of the
Obligations shall also be secured by the Lien created by the Mortgages. If any
Borrower shall acquire at any time or times hereafter any interest in other real
Property such Borrower agrees promptly to execute and deliver to Agent, as
additional security and Collateral for the Obligations, deeds of trust, security
deeds, mortgages or other collateral assignments satisfactory in form and
substance to Agent and its counsel (herein collectively referred to as "NEW
MORTGAGES") covering such real Property. The Mortgages and each New Mortgage
shall be duly recorded (at Borrower's expense) in each office where such
recording is required to constitute a valid Lien on the real Property covered
thereby. In respect to the Mortgages and each New Mortgage, Borrowers shall
deliver to Agent, at Borrowers' expense, mortgagee title insurance policies
issued by a title insurance company reasonably satisfactory to Agent, insuring
Agent, as mortgagee; such policies shall be in form and substance reasonably
satisfactory to Agent, and shall insure a valid first Lien in favor of Agent on
the real Property covered thereby, subject only to Permitted Liens and to those
exceptions reasonably acceptable to Agent and its counsel. Said policies shall
be in form and substance satisfactory to Agent. Borrower shall also deliver to
Agent such other documents, including, without limitation, ALTA Surveys of the
real Property, as Agent and its counsel may reasonably request relating to the
real Property subject to any such New Mortgage.

         5.5 PROPERTY EXCLUDED FROM COLLATERAL. Subject, with respect to the
Meadow Lake Facility and the Mission Vista Facility, to the provisions of
SECTION 5.6, the following Property (collectively, the "SECTION 5.5 PROPERTIES")
is excluded from the Collateral:

                  5.5.1 MEADOWLAKE FACILITY. All of the right, title and
interest of Borrowers in and to the Meadowlake Facility.

                  5.5.2 MISSION VISTA FACILITY. All of the right, title and
interest of Borrowers in and to the Mission Vista Facility.

                  5.5.3 MIDVALE FACILITY. All of the right, title and interest
of Borrowers in and to the Midvale Facility.



                                       22
<PAGE>   31

                  5.5.4 OKLAHOMA LLC INTERESTS. All of the right, title and
interest of Borrowers in and to the Oklahoma LLC Interests.

         5.6 POST-CLOSING LIENS ON CERTAIN SECTION 5.5 PROPERTY. At any time
during the continuance of an Event of Default, Borrowers agree, promptly after
receipt of Agent's written notice of request therefor, to execute and deliver,
or to cause the appropriate Loan Party to execute and deliver, to Agent, as
additional security and Collateral for the Obligations, deeds of trust, security
deeds, mortgages, security agreements, and other collateral assignments, and
related Uniform Commercial Code financing statements, reasonably satisfactory in
form and substance to Agent and its counsel (herein collectively referred to as
"SECTION 5.6 SECURITY DOCUMENTS") covering each Section 5.5 Property referenced
in SECTION 5.5.1 and SECTION 5.5.2 as to which a disposition permitted under
SECTION 6.3 has not, at the time such written notice of request is given by
Agent to Borrowers, occurred. The Section 5.6 Security Documents shall, to the
extent reasonably required by Agent, be duly recorded (at Borrower's expense) in
each office where such recording is required to constitute and/or perfect a
valid Lien on the Section 5.5 Property covered thereby. In respect to each
mortgage, deed of trust, or similar instrument included within the Section 5.6
Security Documents that encumbers real Property, or an interest or estate in
real Property, Borrowers shall deliver to Agent, at Borrowers' expense, a
mortgagee title insurance policy issued by a title insurance company reasonably
satisfactory to Agent, insuring Agent, as mortgagee; such policies shall be in
form and substance reasonably satisfactory to Agent, and shall insure a valid
first Lien in favor of Agent on the real Property, or interest or estate
therein, covered thereby, subject only to Permitted Liens and to those
exceptions reasonably acceptable to Agent and its counsel. Said policies shall
be in form and substance reasonably satisfactory to Agent. Borrower shall also
deliver to Agent such other documents, including, without limitation, ALTA
Surveys of the real Property, as Agent and its counsel may reasonably request
relating to such real Property, or interest or estate therein, to be encumbered
by any such Section 5.6 Security Document. Borrowers shall have the right, at
Borrower's sole expense, and Agent shall cause the Section 5.6 Security
Documents, if any, encumbering the Meadowlake Facility to be released as to the
assets conveyed concurrently with the disposition of assets included within the
Meadowlake Facility in compliance with the provisions of SECTION 6.3.1; and
Borrowers shall have the right, at Borrowers' sole expense, and Agent shall
cause the Section 5.6 Security Documents, if any, encumbering the Mission Vista
Facility to be released as to the assets conveyed concurrently with the
disposition of assets included within the Mission Vista Facility in compliance
with the provisions of SECTION 6.3.2.

SECTION 6. COLLATERAL ADMINISTRATION

         6.1      GENERAL

                  6.1.1 LOCATION OF COLLATERAL. All Collateral will at all times
be kept by each Loan Party at one or more of the business locations set forth in
EXHIBIT B hereto (as the same may be amended from time to time pursuant to the
applicable provisions of SECTION 7.2 and shall not, without the prior written
approval of Agent, be moved therefrom except, prior to an Event of Default and
Agent's acceleration of the maturity of the Obligations in consequence thereof,
for removals in connection with dispositions of Equipment that are authorized by
SECTION 6.4.2 or in connection with 










                                       23
<PAGE>   32

other dispositions of Property made in accordance with the express provisions of
SECTIONS 6.3, 8.2.1, 8.2.8, and 8.2.10.

                  6.1.2 INSURANCE OF COLLATERAL. Each Borrower shall maintain
and pay for, and cause each Subsidiary to maintain and pay for, insurance upon
all Collateral owned by it wherever located and with respect to such Loan
Party's business, covering casualty, hazard, public liability and such other
risks in such amounts and with such insurance companies as are reasonably
satisfactory to Agent. Each Borrower shall and shall cause each Subsidiary to
deliver the originals of such policies to Agent with satisfactory lender's loss
payable endorsements or collateral assignments thereof, naming Agent for its
benefit and the ratable benefit of Lenders as loss payee, assignee or additional
insured, as appropriate. Each policy of insurance or endorsement shall contain a
clause requiring the insurer to give not less than 30 days prior written notice
to Agent in the event of cancellation of the policy for any reason whatsoever
and a clause specifying that the interest of Agent shall not be impaired or
invalidated by any act or neglect of any Loan Party or the owner of the Property
or by the occupation of the premises for purposes more hazardous than are
permitted by said policy. If any Loan Party fails to provide and pay for such
insurance, Agent may, at its option but shall not be required to, procure the
same and charge Borrowers therefor. Each Borrower agrees to deliver and to cause
each Subsidiary to deliver to Agent, promptly as rendered, true copies of all
material reports made in any reporting forms to insurance companies.

                  6.1.3 PROTECTION OF COLLATERAL. All expenses of protecting,
storing, warehousing, insuring, handling, maintaining and shipping the
Collateral, any and all excise, property, sales, and use taxes imposed by any
state, federal, or local authority on any of the Collateral or in respect of the
sale thereof shall be borne and paid by Borrowers. If any Borrower fails to
promptly pay any portion thereof when due and is not actively contesting such
charge in the manner described in SECTION 7.1.14, Agent may, at its option, but
shall not be required to, pay the same and charge Borrowers therefor. Agent
shall not be liable or responsible in any way for the safekeeping of any of the
Collateral or for any loss or damage thereto (except for reasonable care in the
custody thereof while any Collateral is in Agent's actual possession) or for any
diminution in the value thereof, or for any act or default of any Person
whomsoever, but the same shall be at Borrowers' sole risk.

















                                       24
<PAGE>   33

         6.2      ADMINISTRATION OF ACCOUNTS.

                  6.2.1 RECORDS, SCHEDULES AND ASSIGNMENTS OF ACCOUNTS.
Borrowers, on a Consolidated basis, shall execute and deliver to Agent a
Borrowing Base Certificate in the form attached hereto as EXHIBIT C, on a
monthly basis, commencing with the month specified in the Borrowing Base Change
Notice, or, if requested by Agent after the Borrowing Base Change Date, more
frequently. Each Borrower shall, and shall cause each Subsidiary to, keep
accurate and complete records of its respective Accounts and all payments and
collections thereon and shall submit to Agent on such periodic basis as Agent
shall request a sales and collections report for the preceding period, in form
satisfactory to Agent. On or before the fifteenth day of each month from and
after the date hereof, Borrowers shall deliver to Agent, in form acceptable to
Agent, a summary aged trial balance, on a Consolidated basis, of all of Accounts
of Borrowers and their respective Subsidiaries (and, if Agent requests on a
Borrower by Borrower and Subsidiary by Subsidiary basis) existing as of the last
day of the preceding month ("SCHEDULE OF ACCOUNTS"), specifying, if and to the
extent requested by Agent, the names, addresses, face value, dates of invoices
and due dates for each Account Debtor obligated on an Account so listed, and,
upon Agent's request therefor, copies of proof of delivery and the original copy
of all documents, including, without limitation, repayment histories and present
status reports relating to the Accounts so scheduled and such other matters and
information relating to the status of then existing Accounts as Agent shall
reasonably request. In addition, if at any time after the Borrowing Base Change
Date Accounts in an aggregate face amount in excess of $100,000 become
ineligible because they are all within one of the specified categories of
ineligibility set forth in the definition of Eligible Accounts or otherwise
established by Agent, Borrowers shall notify Agent of such occurrence on the
first Business Day following such occurrence and the Borrowing Base shall
thereupon be adjusted to reflect such occurrence. If requested by Agent,
Borrower shall, and shall cause each Subsidiary to, execute and deliver to Agent
formal written collateral assignments of all of its Accounts on a monthly basis
or, if requested by Agent, more frequently, which shall include all Accounts
that have been created since the date of the last assignment, together with
copies of invoices or invoice registers related thereto.

                  6.2.2 DISPUTES. Upon and during the continuation of an Event
of Default, Agent shall have the right to settle or adjust all disputes and
claims directly with the Account Debtor and to compromise the amount or extend
the time for payment of the Accounts upon such terms and conditions as Agent may
deem advisable, and to charge the deficiencies, costs and expenses thereof,
including reasonable attorney's fees, to Borrowers.

                  6.2.3 TAXES. If an Account of any Loan Party includes a charge
for any Tax payable to any governmental taxing authority and if such Tax is not
being contested in the manner described in SECTION 7.1.14, Agent is authorized,
in its sole discretion, to pay the amount thereof to the proper taxing authority
for the account of Borrowers and to charge Borrowers therefor, provided, however
that Agent shall not be liable for any Taxes to any governmental taxing
authority that may be due by any Loan Party.

                  6.2.4 ACCOUNT VERIFICATION. Whether or not a Default or an
Event of Default has occurred, any of Agent's officers, employees or agents
shall have the right, at any time or times hereafter, in the name of Agent, any
designee of Agent or any Loan Party, to verify the validity,










                                       25
<PAGE>   34

amount or any other matter relating to any Accounts by mail, telephone,
telegraph or otherwise. Each Borrower shall and shall cause each of its
Subsidiaries to cooperate fully with Agent in an effort to facilitate and
promptly conclude any such verification process.

                  6.2.5 MAINTENANCE OF DOMINION ACCOUNT. Borrowers shall
establish, on or before November 30, 1998, and thereafter shall maintain a
Dominion Account with a bank (which need not be a Lender) selected by Borrowers
and reasonably acceptable to Agent. Borrowers shall cause all Collections in
each bank account maintained by each Loan Party, except the Operating Account
and the Payroll Accounts, to be transferred on a daily basis to the Dominion
Account. All funds deposited in the Dominion Account shall immediately be deemed
trust funds held on behalf of Agent for the benefit of Lenders, and Borrowers
shall obtain an agreement in favor of Agent by the bank at which the Dominion
Account is maintained to waive any offset rights against the funds so deposited.
Agent assumes no responsibility for deposit to the Dominion Account, including,
without limitation, any claim of accord and satisfaction or release with respect
to deposits accepted by any bank thereunder.

                  6.2.6 COLLECTION OF ACCOUNTS, PROCEEDS OF COLLATERAL. To
expedite collection, each Borrower shall, and shall cause its Subsidiaries to
endeavor in the first instance to make collection of its Accounts for the
benefit of Agent and the Lenders. All remittances received by any Loan Party on
account of its Accounts, together with the proceeds of any other Collateral,
shall be held for the benefit to Agent and the Lenders by such Loan Party as
trustee of an express trust for the benefit of Agent and the Lenders, and such
Loan Party shall immediately deposit the Collections in kind in the Dominion
Account or in a bank account maintained by such Loan Party to be transferred on
a daily basis to the Dominion Account. Agent retains the right at all times
after the occurrence and during the continuation of a Default or an Event of
Default to notify Account Debtors that Accounts have been assigned to Agent and
to collect Accounts directly in its own name and to charge the reasonable
collection costs and expenses, including reasonable attorneys' fees, to
Borrowers.

         6.3 PERMITTED DISPOSITIONS OF SECTION 5.5 PROPERTIES. Dispositions of
the Section 5.5 Properties may be made, subject to the following:

                  6.3.1 MEADOWLAKE FACILITY. Borrowers may cause all of the
right, title and interest of the Loan Parties in and to the Meadowlake Facility,
or portion thereof, to be sold to the tenant under the Meadowlake Lease in
accordance with and subject to the provisions of the Meadowlake Option,
PROVIDED, HOWEVER, that the full amount of the net proceeds of such sale is,
concurrently with the closing thereof, paid over to Agent as a mandatory
prepayment pursuant to SECTION 3.3.1, for application as provided in SECTION
3.3.1.

                  6.3.2 MISSION VISTA FACILITY. Borrowers may cause all of the
right, title and interest of the Loan Parties in and to the Mission Vista
Facility, or any portion thereof, to be sold to any Person or Persons that is
not, at the closing of such sale or after giving effect thereto, an Affiliate of
any Loan Party, PROVIDED, HOWEVER, that, if at the time such sale is consummated
an Event of Default is continuing, the full amount of the net proceeds of such
sale is, concurrently with the closing thereof, paid over to Agent as a
mandatory prepayment pursuant to SECTION 3.3.1, for application as provided in
SECTION 3.3.1.



                                       26
<PAGE>   35

                  6.3.3 MIDVALE FACILITY. Borrowers may cause all of the right,
title and interest of the Loan Parties in and to the Midvale Lease to be
terminated, including a termination in connection with the sale of the Midvale
Facility by the lessor under the Midvale Lease.

                  6.3.4 OKLAHOMA LLC INTERESTS. Borrowers may, at any time and
from time to time, cause all of the right, title and interest of the Loan
Parties in and to the Oklahoma LLC Interests (including Distributions payable
with respect thereto) to be conveyed to Charter Behavioral Health Systems, LLC
or its affiliates in furtherance of the consummation of the transaction
contemplated by the Purchase Agreement dated as of June 24, 1998, as amended by
Amendment No. 1 dated as of September 30, 1998, among Charter Behavioral Health
Systems, LLC, Ramsay Health Care, Inc., Carolina Treatment Center, Inc., Houma
Psychiatric Hospital, Inc., Mesa Psychiatric Hospital, Inc., RHCI San Antonio,
Inc., The Haven Hospital, Inc., Transitional Care Ventures (Arizona), Inc.,
Transitional Care Ventures (North Texas), Inc. and Transitional Care Ventures
(Texas), Inc.

         6.4      ADMINISTRATION OF EQUIPMENT.

                  6.4.1 RECORDS AND SCHEDULES OF EQUIPMENT. Each Borrower shall,
and shall cause each Subsidiary to, keep accurate records itemizing and
describing the kind, type, quantity and value of its Equipment and all
dispositions made in accordance with SECTION 6.4.2, and shall furnish to Agent,
upon Agent's request, a current schedule containing the foregoing information on
at least an annual basis and, during the continuance of an Event of Default,
more often if requested by Agent.

                  6.4.2 DISPOSITIONS OF EQUIPMENT. No Borrower will sell, lease
or otherwise dispose of or transfer any of the Equipment or any part thereof
without the prior written consent of Agent; PROVIDED, however, that the
foregoing restriction shall not apply (i) to dispositions in accordance with
SECTION 6.3, or, (ii) for so long as no Default or Event of Default exists, to
dispositions of any Loan Party's Equipment which, in the aggregate in respect to
all such dispositions by all Loan Party's during any consecutive twelve-month
period, has a fair market value or book value, whichever is less, of $250,000 or
less, provided that all proceeds thereof, if and to the extent required under
SECTION 3.3.1, are remitted to Agent for application to the Loans pursuant to
SECTION 3.3.1 or are expended pursuant to clause (iii) of this sentence, or
(iii) replacements of Equipment that is substantially worn, damaged, redundant,
replaceable with better Equipment or obsolete with Equipment of like kind,
function and value provided that the replacement Equipment shall be acquired
prior to or concurrently or within 90 days of the disposition of the worn,
damaged, redundant, replaceable with better Equipment, or obsolete Equipment,
the replacement Equipment shall be free and clear of Liens other than Permitted
Liens that are not Purchase Money Liens, and Borrowers shall have given Agent at
least 5 days prior written notice of such disposition.

         6.5 PAYMENT OF CHARGES. All amounts chargeable to any Borrower under
SECTION 6 shall be Obligations secured by all of the Collateral, shall be
payable on demand and shall bear interest from the date such advance was made
until paid in full at the rate applicable to the Base Rate Portions of Revolving
Credit Loans from time to time.



                                       27
<PAGE>   36

SECTION 7. REPRESENTATIONS AND WARRANTIES

         7.1 GENERAL REPRESENTATIONS AND WARRANTIES. To induce Agent and Lender
to enter into this Agreement and to make advances hereunder, each Borrower,
jointly and severally, warrants, represents and covenants to Agent and Lenders
that:

                  7.1.1 ORGANIZATION AND QUALIFICATION. Except as otherwise
disclosed on EXHIBIT D, each Loan Party is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation. Each Loan Party is duly qualified and is authorized to do
business and is in good standing as a foreign corporation in each state or
jurisdiction listed on EXHIBIT D hereto and in all other states and
jurisdictions where the character of its Properties or the nature of its
activities make such qualification necessary, except where the failure to be so
qualified would not have a Material Adverse Effect.

                  7.1.2 CORPORATE POWER AND AUTHORITY. Each Loan Party is duly
authorized and empowered to enter into, execute, deliver and perform this
Agreement and each of the other Loan Documents to which it is a party. The
execution, delivery and performance of this Agreement and each of the other Loan
Documents have been duly authorized by all necessary corporate action and do not
and will not: (i) require any consent or approval of the shareholders of any
Loan Party; (ii) contravene any Loan Parties', articles or certificate of
incorporation or by-laws; (iii) violate, or cause any Loan Party to be in
default under, any provision of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award in effect having
applicability to such Loan Party; (iv) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other material
agreement, lease or instrument to which any Loan Party is a party or by which it
or its Properties may be bound or affected; or (v) result in, or require, the
creation or imposition of any Lien (other than Permitted Liens) upon or with
respect to any of the Properties now owned or hereafter acquired by any Loan
Party.

                  7.1.3 LEGALLY ENFORCEABLE AGREEMENT. This Agreement is, and
each of the other Loan Documents when delivered under this Agreement will be, a
legal, valid and binding obligation of each Loan Party enforceable against it in
accordance with its respective terms (subject, as to enforcement, to general
principles of equity, and to bankruptcy, insolvency and similar rights affecting
creditors' rights generally).

                  7.1.4 CAPITAL STRUCTURE. EXHIBIT E hereto states: (i) the
correct name of each Loan Party, its jurisdiction of incorporation and the
percentage of its Voting Stock owned by any other Loan Party; (ii) the name of
each of Loan Party's corporate or joint venture Affiliates and the nature of the
affiliation; (iii) the number, nature and holder of all outstanding Securities
of each Loan Party (except with respect to Holdings, such information is with
respect to the Preferred Stock only); and (iv) the number of authorized, issued
and treasury shares of each Loan Party (except Holdings). Each Borrower has good
title to all of the shares it purports to own of the stock of each of its
respective Subsidiaries, free and clear in each case of any Lien other than
Permitted Liens. All such shares have been duly issued and are fully paid and
non-assessable. Except as otherwise provided in EXHIBIT E, there are no
outstanding options to purchase, or any rights or warrants to subscribe for, or
any commitments or agreements to issue or sell, or any Securities or obligations
convertible into, 











                                       28
<PAGE>   37

or any powers of attorney relating to, shares of the capital stock of any Loan
Party. Except as set forth in EXHIBIT E, there are no outstanding agreements or
instruments binding upon any shareholders of any Loan Party relating to the
ownership of its shares of capital stock.

                  7.1.5 CORPORATE NAMES. Since June 30, 1993, no Loan Party has
been known as or used any corporate, fictitious or trade names except those
listed on EXHIBIT F hereto. Since June 30, 1993, except as set forth on EXHIBIT
F, no Loan Party has been the surviving corporation of a merger or consolidation
or acquired all or substantially all of the assets of any Person.

                  7.1.6 BUSINESS LOCATIONS, AGENT FOR PROCESS. The chief
executive office and other places of business of each Loan Party are as listed
on EXHIBIT B hereto. During the preceding one-year period, no Loan Party has had
an office, place of business or agent for service of process other than as
listed on EXHIBIT B.

                  7.1.7 TITLE TO PROPERTIES; PRIORITY OF LIENS. Each Borrower
and its Subsidiaries has good and insurable, title to or valid and subsisting
leasehold estate in, as applicable, all of its real Property, and good title to
all of the Collateral and all of its other Property, in each case, free and
clear of all Liens except for Permitted Liens and for Liens being contested in
the manner provided for in SECTION 7.1.14. Each Borrower has paid or discharged
all lawful claims which, if unpaid, might become a Lien against any of such
Borrower's Properties that is not a Permitted Lien, unless any such claim is
being contested in the manner provided for in SECTION 7.1.14. The Liens granted
to Agent for its benefit and the ratable benefit of Lender under SECTION 5 are
first priority Liens, subject only to Permitted Liens.

                  7.1.8 ACCOUNTS. Agent may rely, in determining which Accounts
are Eligible Accounts, on all statements and representations made by any Loan
Party with respect to any Account or Accounts. Unless otherwise indicated in
writing to Agent, with respect to each Account:

                  (i) It is genuine and in all respects what it purports to be,
         and it is not evidenced by a judgment;

                  (ii) It arises out of a completed, bona fide sale and delivery
         of goods or rendition of services by a Loan Party in the ordinary
         course of its business and in accordance with the terms and conditions
         of all purchase orders, contracts or other documents relating thereto
         and forming a part of the contract between such Loan Party and the
         Account Debtor;

                  (iii) It is for a liquidated amount maturing as stated in an
         invoice covering such sale or rendition of services, or an electronic
         record of which is available to Agent;

                  (iv) Other than by reason of matters occurring in the ordinary
         course of Borrowers' business, such Account, and Agent's security
         interest therein, is not, and will not be in the future, subject to any
         offset, Lien, deduction, defense, dispute, counterclaim or any other
         adverse condition except for disputes where the amount in controversy
         is deemed by Agent to be immaterial, and, subject to the foregoing,
         each such Account is absolutely owing to a Loan Party and is not
         contingent in any respect or for any reason;

                                       29
<PAGE>   38

                  (v) No Loan Party has made any agreement with any Account
         Debtor thereunder for any extension, compromise, settlement or
         modification of any such Account or any deduction therefrom, except
         discounts, settlements or allowances which are granted by such Loan
         Party in the ordinary course of its business in accordance with past
         practice;

                  (vi) To the best knowledge of Borrowers, there are no facts,
         events or occurrences which in any way impair the validity or
         enforceability of any Accounts or tend to reduce the amount payable
         thereunder from the face amount of the invoice and statements delivered
         to Agent with respect thereto (other than refunds in the ordinary
         course of business and refunds and settlements consistent with past
         practices and other than those accounts for which an allowance for
         doubtful accounts has been established in the most recent financial
         statements delivered to Agent pursuant to SECTION 8.3);

                  (vii) To the best knowledge of Borrowers, the Account Debtor
         thereunder (1) had the capacity to contract at the time any contract or
         other document giving rise to the Account was executed and (2) such
         Account Debtor is Solvent; and

                  (viii) To the best knowledge of Borrowers, there are no
         proceedings or actions which are threatened or pending against any
         material Account Debtor thereunder which might result in any material
         adverse change in such Account Debtor's financial condition or the
         collectibility of such Account.

                  7.1.9 EQUIPMENT. The Equipment of each Borrower is in good
operating condition and repair, and all necessary replacements of and repairs
thereto shall be made so that the value and operating efficiency of the
Equipment shall be maintained and preserved, reasonable wear and tear excepted.
No Borrower will permit any material portion of the Equipment to become affixed
to any real Property leased to any Borrower so that an interest arises therein
under the real estate laws of the applicable jurisdiction unless the landlord of
such real Property has executed a landlord waiver or leasehold mortgage in favor
of and in form acceptable to Agent, and no Borrower will permit any of the
Equipment of any Loan Party to become an accession to any personal Property
other than Equipment that is subject to first priority (except for Permitted
Liens) Liens in favor of Agent.

                  7.1.10 FINANCIAL STATEMENTS; FISCAL YEAR. The Consolidated
balance sheets of Holdings and its Subsidiaries described therein (including the
accounts of all Subsidiaries of Holdings for the respective periods during which
a Subsidiary relationship existed) as of June 30, 1998 and the related
statements of income, shareholders equity and cash flow for the periods ended on
such dates, have been prepared in accordance with GAAP (other than the absence
of footnotes), and present fairly, in all material respects, the financial
position of Holdings and its Subsidiaries at such dates and the results of
Holdings' operations for such periods (subject to normal year-end non-material
adjustments). Since June 30, 1998, there has been no material change in the
condition, financial or otherwise, of Holdings and its Subsidiaries as shown on
the Consolidated balance sheet as of such date and no change in the aggregate
value of Equipment and real Property owned by Holdings and its Subsidiaries,
except changes in the ordinary course of business, none of which individually or
in the aggregate constituted or resulted in a Material Adverse Effect, except as






                                       30
<PAGE>   39

disclosed to the contrary in EXHIBIT Y attached to this Agreement as of the
Closing Date. Each fiscal year of Holdings and each of its Subsidiaries ended
before December 31, 1998, ended on June 30th of the year in question; each
fiscal year of Holdings and each of its Subsidiaries ending on or after December
31, 1998, will end on December 31st of the year in question.

                  7.1.11 FULL DISCLOSURE. The financial statements referred to
in SECTION 7.1.10 do not, nor does this Agreement or any other written statement
of any Loan Party to Agent or any Lender, contain any untrue statement of a
material fact or omit a material fact necessary to make the statements contained
therein or herein not misleading in light of the circumstances under which the
same were made. There is no fact or circumstances which any Loan Party has
failed to disclose to Agent and Lenders in writing which could reasonably be
expected to have a Material Adverse Effect.

                  7.1.12 SOLVENT FINANCIAL CONDITION. Each Loan Party is now
and, after giving effect to the Loans to be made and the Letters of Credit and
LC Guaranties to be issued hereunder, at all times will be, Solvent.

                  7.1.13 SURETY OBLIGATIONS. Except as set forth on EXHIBIT V,
no Loan Party is obligated as surety or indemnitor under any surety or similar
bond or other contract issued or entered into any agreement to assure payment,
performance or completion of performance of any undertaking or obligation of any
Person, except for Indebtedness permitted under SECTION 8.2.3.

                  7.1.14 TAXES. The federal tax identification number of each
Loan Party is shown on EXHIBIT G hereto. Each Loan party has filed all federal,
state and local tax returns and other reports it is required by law to file and
has paid, or made provision for the payment of, all taxes, assessments, fees,
levies and other governmental charges upon it, its income and Properties as and
when such taxes, assessments, fees, levies and charges that are due and payable,
except to the extent any such Taxes are being Properly Contested. The provision
for Taxes on the books of each Borrower and each Subsidiary of each Borrower,
taken as a whole, are adequate in all material respects for all years not closed
by applicable statutes, and for its current fiscal year.

                  7.1.15 BROKERS. There are no claims for brokerage commissions,
finder's fees or investment banking fees in connection with the transactions
contemplated by this Agreement, except for investment banking fees payable by
Holdings to an un-Affiliated Person pursuant to a written agreement, a correct
and complete copy of which has been furnished by Holdings to Agent.

                  7.1.16 PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES. Each Loan
Party owns or possesses all the patents, trademarks, service marks, trade names,
copyrights and licenses necessary for the present and planned future conduct of
its business without any known conflict with the rights of others. All such
patents, trademarks, service marks, trade names, copyrights, licenses and other
similar rights owned or possessed by Borrower are listed on EXHIBIT H hereto.

                  7.1.17 GOVERNMENTAL CONSENTS. Each Loan Party has, and is in
good standing with respect to, all governmental consents, approvals, licenses,
authorizations, permits, certificates, inspections and franchises necessary to
continue to conduct its business as heretofore or proposed to be conducted by it
and to own or lease and operate its Properties as now owned or leased by it,









                                       31
<PAGE>   40

except where the failure to so lease, or be in good standing, would not
reasonably be expected to have a Material Adverse Effect.

                  7.1.18 COMPLIANCE WITH LAWS. Each Loan Party has duly complied
with, in all material respects, and its Properties, business operations and
leaseholds are in compliance in all material respects with, the provisions of
all Applicable Laws, except where such noncompliance could not reasonably be
expected to have a Material Adverse Effect, and there have been no citations,
notices or orders of noncompliance issued to any Loan Party under any such law,
rule or regulation. Each Loan Party has established and maintains an adequate
monitoring system to insure that it remains in compliance, in all material
respects, with all federal, state and local laws, rules and regulations
applicable to it.

                  7.1.19 RESTRICTIONS. No Loan Party is a party or subject to
any contract, agreement, or charter or other corporate restriction, which has or
could reasonably be expected to have a Material Adverse Effect.

                  7.1.20 LITIGATION. Except as set forth on EXHIBIT J, there are
no actions, suits, or proceedings, or, to the knowledge of Borrowers,
investigations, pending, against or affecting any Loan Party, or the business,
operations, Properties, prospects, profits or condition of any Loan Party, nor,
to the knowledge of any Loan Party, are any such actions, suits, proceedings or
investigations threatened, except those as of the date hereof in which a
determination adverse to any Loan Party could not reasonably be expected to have
a Material Adverse Effect, and except those arising after the date hereof which
could not reasonably be expected to have a Material Adverse Effect. No Loan
Party is in default with respect to any order, writ, injunction, judgment,
decree or rule of any court, governmental authority or arbitration board or
tribunal binding upon it or any of its Properties.

                  7.1.21 NO DEFAULTS. No event has occurred and no condition
exists which would, upon or after the execution and delivery of this Agreement
or the performance by any Loan Party hereunder, constitute a Default or an Event
of Default. No Loan Party is in default, and no event has occurred and no
condition exists which constitutes, or which with the passage of time or the
giving of notice or both would constitute, a default in the payment of any
Indebtedness to any Person for Money Borrowed the amount of which, together with
the amount of any other such Indebtedness for Money Borrowed with respect to
which there has been and continues to be a default in payment, exceeds $500,000.

                  7.1.22 LEASES. EXHIBIT K is a complete listing of all
capitalized leases of each Borrower and its Subsidiaries, and EXHIBIT L sets
forth a complete listing of all operating leases of each Borrower and its
Subsidiaries. Each Borrower and each of such Borrower's Subsidiaries is in
compliance, in all material respects, with all of the terms of each of their
respective capitalized and operating leases.

                  7.1.23 PENSION PLANS. Except as disclosed on EXHIBIT M, no
Loan Party has any Plan. Each Loan Party is in compliance, in all material
respects, with the requirements of ERISA and the regulations promulgated
thereunder with respect to each Plan. No fact or situation that could




                                       32
<PAGE>   41

reasonably be expected to have a Material Adverse Effect on any Loan Party
exists in connection with any Plan. No Loan Party has any withdrawal liability
in connection with a Multiemployer Plan.

                  7.1.24 TRADE RELATIONS. There exists no actual or, to the best
knowledge of Borrowers, threatened termination, cancellation or limitation of,
or any modification or change in, the business relationship between any Borrower
or its Subsidiaries and any customer or any group of customers whose purchases
individually or in the aggregate are material to the business of the Borrowers
and their Subsidiaries, taken as a whole, the result of which could reasonably
be expected to have a Material Adverse Effect, and there exists no condition or
state of facts or circumstances which could reasonably be expected to have a
Material Adverse Effect or prevent any Loan Party from conducting such business
after the consummation of the transaction contemplated by this Agreement in
substantially the same manner in which it has heretofore been conducted by such
Loan Party.

                  7.1.25 LABOR RELATIONS. Except as described on EXHIBIT N, no
Borrower nor any Subsidiary of any Borrower is a party to any collective
bargaining agreement. There are no material grievances, disputes or
controversies with any union or any other organization of employees of any
Borrower or its Subsidiaries, or, to the knowledge of the Borrowers, threats of
strikes or work stoppages, or any asserted pending demands for collective
bargaining by any union or organization.

                  7.1.26 MEDICARE; MEDICAID AND OTHER GOVERNMENTAL PAYORS. Each
Loan Party is in compliance in all material respects with all applicable laws,
rules and regulations of the Medicare, Medicaid and other governmental
healthcare programs, except where such noncompliance could not reasonably be
expected to have a Material Adverse Effect, and has filed all claims, invoices,
returns and other forms, the use of which is required or permitted by such
programs, in the manner prescribed, except where such failure to file could not
reasonably be expected to have a Material Adverse Effect. All claims, returns,
invoices and other forms made by any Borrower to Medicare, Medicaid or any other
governmental health or welfare related entity or any other third party payor
since the inception of such Loan Party are in all respects true, complete,
correct and accurate in all material respects, except to the extent that such
inaccuracies could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. Except as set forth in EXHIBIT S, no
deficiency in any such claims, returns or other filings, including claims for
over- payments, or deficiencies for late filings, has been asserted or
threatened by any federal or state agency or instrumentality or other provider
or reimbursement entities relating to Medicare or Medicaid claims or any other
third party payor, and there is no basis for any material claims or requests for
reimbursement, that, in either case, if paid or required to be paid, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. Nevertheless, each Loan Party currently maintains, and
will continue to maintain, in accordance with GAAP, capital reserves sufficient
to pay any such deficiency. No Loan Party has been subject to any audit relating
to fraudulent Medicare or Medicaid procedures or practices. Except as set forth
in EXHIBIT S, there is no basis for any claim or request for recoupment or
reimbursement from any Loan Party by, or for reimbursement by any Loan Party of,
any federal or state agency or instrumentality or other provider reimbursement
entities relating to Medicare or Medicaid claims, that if paid or required to be
paid, either individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.

                                       33
<PAGE>   42

                  7.1.27 ABSENCE OF CERTAIN BUSINESS PRACTICES. No officer,
director, employee or agent of any Loan Party, nor any other person or entity
acting on behalf of any Loan Party, acting alone or together, has (i) received,
directly or indirectly, any rebates, payments, commissions, promotional
allowances or any other economic benefits, regardless of their nature or type,
from any customer, governmental employee or other person or entity with whom or
which any Loan Party has done business directly or indirectly; or (ii) directly
or indirectly, given or agreed to give any gift or similar benefit to any
customer, governmental employee or other person or entity who is or may be in a
position to help or hinder the business of any Loan Party (or assist any Loan
Party in connection with any actual or proposed transaction) which, in the case
of either clause (i) or clause (ii) above, would reasonably be expected to
subject such Loan Party to any damage or penalty in any civil, criminal or
governmental litigation or proceeding that could reasonably be expected to have
a Material Adverse Effect.

                  7.1.28 FRAUD AND ABUSE. To the knowledge of any Loan Party
after due inquiry, no Loan Party, no Loan Party personnel nor any Loan Party's
officers and directors, have engaged in any activities which are prohibited
under federal Medicare and Medicaid statutes, the Medicare and Medicaid
Anti-Fraud and Abuse Amendments found at 42 U.S.C. sections 1320a-7, 1320a-7a
and 1320a-7b, Stark II found at 42 U.S.C. section 1395nn, the Civil False Claims
Act found at 31 U.S.C. section 3727, the criminal false claims statute found at
18 U.S.C. section 287, the federal CHAMPUS statute or the regulations
promulgated pursuant to such statutes or related state or local statutes or
regulations or which are prohibited by rules of professional conduct promulgated
by the appropriate licensing authority of the state or states in which such
entity does business including, but not limited to, the following: (i) knowingly
and willfully making or causing to be made a false statement or representation
of a material fact in any application for any benefit or payment; (ii) knowingly
and willfully making or causing to be made any false statement or representation
of a material fact for use in determining rights to any benefit or payment;
(iii) presenting or causing to be presented a claim for reimbursement for
services under CHAMPUS, Medicare, Medicaid, or other state health care program
that is for an item or service that is known or should be known to be (a) not
provided as claimed, or (b) false or fraudulent; (iv) failing to disclose
knowledge by a claimant of the occurrence of any event affecting the initial or
continued right to any benefit or payment on its own behalf or on behalf of
another, with intent to fraudulently secure such benefit or payment; (v)
knowingly and willfully offering, paying, soliciting or receiving any
remuneration (including any kickback, bribe, or rebate), directly or indirectly,
overtly or covertly, in cash or in kind (a) in return for referring an
individual to a person for the furnishing or arranging for the furnishing of any
item or service for which payment may be made in whole or in part by CHAMPUS,
Medicare or Medicaid, or other state health care program, or (b) in return for
purchasing, leasing or ordering or arranging for or recommending purchasing,
leasing or ordering any good, facility, service, or item for which payment may
be made in whole or in part by CHAMPUS, Medicare or Medicaid or other state
health care program; or (vi) knowingly and willfully making or causing to be
made or inducing or seeking to induce the making of any false statement or
representation (or omit to state a fact required to be stated therein or
necessary to make the statements contained therein not misleading) of a material
fact with respect to (a) the conditions or operations of a facility in order
that the facility may qualify for CHAMPUS, Medicare, Medicaid or other state
health care program certification, 










                                       34
<PAGE>   43

or (b) information required to be provided under section 1124A of the Social
Security Act (42 U.S.C. section 1320a-3).

                  7.1.29 CONTROLLED SUBSTANCES. No Loan Party's officers and
directors, or, to the knowledge of any Loan Party after due inquiry, persons who
provide professional services under agreements with any Loan Party have, in
connection with their activities, directly or indirectly related to any Loan
Party and in their professional capacities only, as applicable, engaged in any
activities which are prohibited under the federal Controlled Substances Act, 21
U.S.C. section 801 ET SEQ. or the regulations promulgated pursuant to such
statute or any related state or local statutes or regulations concerning the
dispensing and sale of controlled substances.

                  7.1.30 GOVERNMENTAL AUTHORITY. There are no outstanding
notices of deficiencies relating to any Loan Party or any Loan Party's personnel
issued by any governmental authority or third party payor requiring conformity
or compliance with any applicable law or condition for participation of such
governmental authority or third party Payor which could reasonably be expected
to have a Material Adverse Effect, and after reasonable and independent inquiry
and due diligence and investigation, no Loan Party nor any Physician employed by
any Loan Party has any knowledge or reason to believe that such necessary
authorizations may be revoked or not renewed in the ordinary course. Each Loan
Party and each employee and independent contractor of each Loan Party
(including, but not limited to, physicians, pharmacists, nurses, psychologists,
psychiatrists, therapists, counselors, and administrators) have been granted all
valid licenses, permits, authorizations, approvals, certifications, and
accreditations, all of which are currently valid and in full force and effect,
from federal, state, local, and foreign government regulatory bodies and
recognized certifying and accrediting organizations necessary to carry on their
respective businesses and practices as such business and practices have been,
and continue to be, conducted, except where the failure to obtain or maintain
the same could not reasonably be expected to have a Material Adverse Effect

                  7.1.31 RATES AND REIMBURSEMENT POLICIES. Except as are being
pursued in the ordinary course of business consistent with past practices, no
Loan Party and no Loan Party's personnel has any rate appeal currently pending
before any governmental authority or any administrator of any governmental third
party Payor program.

                  7.1.32 MATERIAL AGREEMENTS. Except as set forth in EXHIBIT X,
no Borrower is party to, nor is any Property of any Borrower bound by, any
contract or agreement the breach of, or occurrence of a default under, would
reasonably be expected to result in a Material Adverse Effect.

                  7.1.33 INSURANCE. Each Loan Party represents and warrants that
such Loan Party currently maintains, and will continue to maintain in accordance
with current practices, sufficient levels of professional liability insurance
(in the minimum amounts of $1,000,000 per occurrence and $3,000,000 in the
aggregate) to cover any and all malpractice acts committed by, or at the
direction of, any licensed individual employed or otherwise engaged by such Loan
Party.

                  7.1.34 COMPLIANCE PLAN. Each Loan Party has conducted an
internal audit of its third party billing and collection practices, including
billing and collection practices related to













                                       35
<PAGE>   44

Medicare and Medicaid reimbursement, and has implemented a company-wide
corporate compliance program and plan of action in substantial compliance with
the federal Sentencing Guidelines.

                  7.1.35 INACTIVE SUBSIDIARIES. As of the Closing Date, none of
the Inactive Subsidiaries has (either by ownership or lease) property or assets
with an aggregate fair market value of more than $10,000 or any employees or
business operations and the aggregate fair market value of all assets and
property of all Inactive Subsidiaries together does not exceed $50,000.

         7.2 CONTINUOUS NATURE OF REPRESENTATIONS AND WARRANTIES. Each
representation and warranty contained in this Agreement and the other Loan
Documents shall be continuous in nature and shall remain, subject to any express
qualifications contained therein, accurate, complete and not misleading at all
times during the term of this Agreement, except for (a) such representations and
warranties that by their nature are limited only to a specific date in time and
(b) changes in the nature of the business or operations of any Loan Party
occurring, other than by reason of an act or omission that would constitute a
Default or Event of Default, that would render the information in any EXHIBIT
either inaccurate, incomplete or misleading in any material respect in light of
the circumstances under which the same are made or reaffirmed; PROVIDED that
Agent and Required Lenders have consented to such changes, or to the actions or
transactions resulting in such changes, or that such changes are, or result from
actions or transactions that are, expressly permitted by this Agreement, and
Borrowers shall be entitled to amend EXHIBITS B, D through H, and K through N,
and X to reflect any such change in the nature of the business or operations of
any Loan Party (i) to which Agent and Required Lenders have consented, (ii) that
is expressly permitted by this Agreement, or (iii) that has occurred other than
by reason of an act or omission that would constitute a Default or Event of
Default.

         7.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Except for such
representations and warranties that by their nature are limited only to a
specific date in time, all representations and warranties of each Loan Party
contained in this Agreement or any of the other Loan Documents shall survive the
execution, delivery and acceptance thereof by Lender and the parties thereto and
the closing of the transactions described therein or related thereto.

SECTION 8. COVENANTS AND CONTINUING AGREEMENTS

         8.1 AFFIRMATIVE COVENANTS. During the term of this Agreement, and
thereafter for so long as there are any Obligations owed to Agent or any Lender,
each Borrower, on a joint and several basis, covenants that, unless otherwise
consented to by Agent and Required Lenders in writing, they shall:

                  8.1.1 VISITS AND INSPECTIONS. Permit representatives of Agent
or any Lender, from time to time, as often as may be reasonably requested, but
only during normal business hours, to (i) visit and inspect the Properties of
Borrower and each of its Subsidiaries, and (ii) inspect, audit and make extracts
from its books and records, and discuss with its officers, its employees and its
independent accountants, any Loan Party's business, assets, liabilities,
financial condition, business prospects and results of operations.

                                       36
<PAGE>   45

                  8.1.2 NOTICES. Notify Agent in writing (a) of the occurrence
of any event or the existence of any fact which renders any representation or
warranty in this Agreement or any of the other Loan Documents inaccurate,
incomplete or misleading in any material respect, and (b) promptly after any
Borrower learning thereof, of the commencement of (i) any litigation affecting
any Loan Party or any of their respective Properties which if determined
adversely to any Loan Party, would have a Material Adverse Effect, unless the
claim involved (A) is considered by such Borrower to be covered to the full
amount thereof by insurance (subject to customary deductibles maintained on a
basis consistent with past practices); (B) defense of the claim has been
tendered to Borrowers' insurance carrier, and (C) Borrowers' insurance carrier
has not denied or disputed coverage, and (ii) the institution of any
administrative proceeding which if determined adversely to any Loan Party, would
have a Material Adverse Effect; (c) at least thirty (30) days prior thereto, of
(i) any Borrower's opening of any new office or place of business in any
jurisdiction in which, as of the date of this Agreement, such Borrower is not
qualified to do business in such jurisdiction under the Applicable Laws of such
jurisdiction, or (ii) any Borrower's closing of any existing office or place of
business if the value of any Collateral to be located or located at such office
or place of business to be closed exceeds $25,000, except, as to a Section 5.5
Property, any closing of a facility or office included therein in connection
with a disposition thereof under SECTION 6.3; (d) promptly after any Borrower's
learning thereof, of any general labor dispute to which such Borrower or any of
its Subsidiaries may become a party, any strikes or walkouts relating to any of
their respective plants or other facilities, and the expiration of any labor
contract to which any of them is a party or by which any of them is bound; (e)
promptly after any Borrower's learning thereof, of any material default by any
Loan Party under any note, indenture, loan agreement, mortgage, lease, deed,
guaranty or other similar agreement relating to any Indebtedness exceeding
$500,000; (f) promptly after the occurrence thereof, of any Default or Event of
Default; (g) promptly after the occurrence thereof, of any default by any
obligor under any note or other evidence of Indebtedness payable to any Borrower
or its Subsidiaries exceeding $500,000; and (h) promptly after the rendition
thereof, of any judgment rendered against any Loan Party in an amount exceeding
$250,000.

                  8.1.3 FINANCIAL STATEMENTS. Keep, and cause each Subsidiary to
keep, adequate records and books of account with respect to its business
activities in which proper entries are made in accordance with GAAP reflecting
all its financial transactions; and cause to be prepared and furnished to Agent
and Lenders the following (all to be prepared in accordance with GAAP applied on
a consistent basis, unless Holdings' certified public accountants concur in any
change therein and such change is disclosed to Agent and Lenders and is
consistent with GAAP):

                           (i) as soon as available but not later than 115 days
         after the close of each fiscal year of Holdings, unqualified audited
         (in respect to the Consolidated financial statements only) financial
         statements of Holdings and its Subsidiaries as of the end of such year,
         on a Consolidated and consolidating basis, certified by a firm of
         independent certified (in respect to the Consolidated financial
         statements only) public accountants of recognized standing selected by
         Holdings but reasonably acceptable to Agent (except for a qualification
         for a change in accounting principles with which the accountant
         concurs);

                           (ii) as soon as available but not later than 35 days
         after the end of each month hereafter, including the last month of
         Holdings' fiscal year, unaudited interim 








                                       37
<PAGE>   46

         financial statements of Holdings and its Subsidiaries as of the end of
         such month and of the portion of Holding's financial year then elapsed,
         on a Consolidated and, in the case of the income statement,
         consolidating basis, certified by the principal financial officer of
         Holdings as prepared in accordance with GAAP and fairly presenting in
         all material respects the Consolidated financial position and results
         of operations of Holdings and its Subsidiaries for such month and
         period subject only to changes from audit and year-end adjustments and
         except that such statements need not contain notes;

                           (iii) monthly, on or before the 10th day of each
         month, a report itemizing and describing, in reasonable detail,
         including the amount or amounts in question, Settlement Items arising
         during the preceding month;

                           (iv) promptly after the sending or filing thereof, as
         the case may be, copies of any proxy statements, financial statements
         or reports which Holdings has made available to its shareholders and
         copies of any regular, periodic and special reports or registration
         statements which Holdings files with the Securities and Exchange
         Commission or any governmental authority which may be substituted
         therefor, or any national securities exchange;

                           (v) promptly after the filing thereof, copies of any
         annual report to be filed with ERISA in connection with each Plan;

                           (vi) such data and information (financial and
         otherwise) as Agent or Required Lenders, from time to time, may
         reasonably request, bearing upon or related to the computation of the
         Borrowing Base, and the components thereof, including, without
         limitation, the Reimbursement Rate;

                           (vii) such schedules, data and information (financial
         and otherwise) as Agent or Required Lenders, from time to time, may
         reasonably request, bearing upon or related to Borrowers' accounts
         payable, and agings thereof; and

                           (viii) such other data and information (financial and
         otherwise) as Agent or Required Lenders, from time to time, may
         reasonably request, bearing upon or related to the Collateral or
         financial condition or results of operations of any Loan Party.

                  Concurrently with the delivery of the financial statements
described in clause (i) of this SECTION 8.1.3, Holdings shall forward to Agent
and Lenders a copy of the final accountants' letter issued to Holdings'
management that is prepared in connection with such financial statements.
Concurrently with the delivery of the financial statements described in clauses
(i) and (ii) of this SECTION 8.1.3, or more frequently if requested by Agent
during the continuance of any Event of Default, Holdings shall cause to be
prepared and furnished to Agent and Lenders a Compliance Certificate in
substantially the form of EXHIBIT O hereto executed by the Chief Financial
Officer of Holdings.



                                       38
<PAGE>   47

                  Each Borrower hereby authorizes Agent or its designated
representatives to communicate directly with its independent certified public
accountants and authorizes those accountants to disclose to Agent any and all
financial statements and other supporting financial documents and schedules. At
or before the initial Closing Date, each Borrower shall deliver a letter
addressed to such accountants instructing them to comply with the provisions of
this SECTION 8.1.3. Further within five (5) days after the earlier of the last
day of each fiscal year of Holdings and the date Holdings engaged independent
certified public accountants to audit Holding's financial statements, Holdings
shall deliver to such independent certified public accountants a letter from
Holdings addressed to such independent certified public accountants indicating
that it is an intention of Holdings in engaging such accountants that Agent and
Lenders rely upon such financial statements of Holdings and its Subsidiaries.

                  Each Borrower covenants that the financial statements prepared
for each of Holdings Subsidiaries shall, in accordance with GAAP, include
charges or expenses for the compensation, fringe benefits and other employment
costs for all employees who perform materials services to such Subsidiary and
such other costs, charges or expenses which should be charged to such Subsidiary
in accordance with good business and accounting practice.

                  8.1.4 YEAR 2000 COMPLIANCE. Take all necessary action and
cause each of its Subsidiaries to take all necessary action to assure that at
all times the computer-based systems utilized by such Borrower and each of its
Subsidiaries are able to effectively interpret, process and manipulate data,
including dates on and after December 31, 1999. At Lender's request, Borrowers
shall provide to Lender assurance reasonably satisfactory to Lender that the
computer-based systems utilized by Borrower and each of its Subsidiaries are
able to recognize and perform without error functions involving dates before, on
and after December 31, 1999.

                  8.1.5 PROJECTIONS. No later than 30 days prior to the end of
each fiscal year of Holdings deliver to Agent and Lenders Projections of
Holdings (consisting of Consolidated balance sheets, income statements and cash
flow statements, and consolidating income statements, together with supporting
details and underlying assumptions) for the forthcoming 3 years, year by year,
and for the forthcoming fiscal year, month by month on a unconsolidated.
consolidating and Consolidated basis.

                  8.1.6 TAXES. Pay and discharge, and cause each Subsidiary to
pay and discharge, all Taxes prior to the date on which such Taxes become
delinquent or penalties attach thereto, except and only to the extent that such
Taxes are being Properly Contested.

                  8.1.7 COMPLIANCE WITH LAWS. Comply and cause each Subsidiary
to comply, with all Applicable Laws, including all laws, statutes, regulations
and ordinances regarding the collection, payment and deposit of all Taxes, and
all ERISA and Environmental Laws, and obtain and keep in force any and all
licenses, permits, franchises, or other governmental authorizations necessary to
the ownership of its Properties or to the conduct of its business, which
violation or failure to obtain or keep in force could reasonably be expected to
have a Material Adverse Effect.



                                       39
<PAGE>   48

                  8.1.8 CERTAIN OTHER INSURANCE. In addition to the insurance
required herein with respect to the Collateral, each Loan Party shall maintain,
with financially sound and reputable insurers, insurance with respect to its
Properties and business against such casualties and contingencies of such type
(including product liability, business interruption, larceny, embezzlement, or
other criminal misappropriation insurance) as is customary in its business and
in such amounts as are reasonably acceptable to Lender.

                  8.1.9 BORROWING BASE CERTIFICATE. If the Borrowing Base Change
Notice is given by Agent to Borrowers, Borrowers shall deliver the initial
Borrowing Base Certificate required thereunder within three (3) Business Days
after the date on which the Borrowing Base Change Notice is given, and,
thereafter, as soon as available and in any event within fifteen (15) days after
the end of each month (including the month preceding the month in which the
Borrowing Base Change Notice is given if the same is given on or before the
twelfth day of a calendar month), and from time to time within three (3)
Business Days of the request of Lender, Borrowers will deliver to Lender a
Borrowing Base Certificate as at the last day of the preceding month (or if
furnished at the request of Lender, as at the date of the request), prepared on
a consolidated basis and otherwise in form and substance reasonably satisfactory
to Lender.

                  8.1.10   FURTHER ASSURANCES.

                           (A) Each Borrower shall and shall cause each Loan
Party to, from time to time, execute such guaranties, financing statements,
documents, mortgages, security agreements and reports as Agent or Required
Lenders at any time may reasonably request to evidence, perfect or otherwise
implement the guaranties and security for repayment of the Obligations
contemplated by the Loan Documents.

                           (B) At Agent's or Required Lenders' request,
Borrowers shall cause any Subsidiary of any Borrower that is not itself a
Borrower promptly to join in this Agreement as a "Borrower," or, at the option
of Agent, to guaranty the Obligations, and, in either case, to grant to Agent,
for the benefit of Agent and Lenders, a security interest in the real, personal
and mixed property of such Subsidiary to secure the Obligations. The
documentation for such joinder or such guaranty, and such security shall be or
be on terms substantially similar to the Loan Documents executed concurrently
herewith with such modifications as are reasonably requested by Agent.

                  8.1.11 EXCHANGE AGREEMENT TRANSACTIONS AND HSR. On or before
December 15, 1998, and provided Holdings either has received an "early
termination" under the Hart-Scott-Rodino Anti-Trust Improvements Act, or all
applicable waiting periods thereunder shall have expired, Holdings shall have
completed the transactions contemplated by the Exchange Agreement and as a
result thereof no Class B Redeemable Preferred Stock, Series 1997-A, $1.00 par
value, of Holdings shall be outstanding and the outstanding principal balance of
the Junior Subordinated Notes as a result of the issuance of Common Stock as
payment on the outstanding principal balance of such Junior Subordinated Notes
shall not be greater than $6,883,553, plus any capitalized interest with respect
thereto for the period after the Closing Date. Holdings shall request an early
termination under, and, in connection therewith, shall use its best efforts to
supply all requested information













                                       40
<PAGE>   49

necessary for an early termination under, the Hart-Scott-Rodino Anti-Trust
Improvements Act of the transactions contemplated by the Exchange Agreement.

         8.2 NEGATIVE COVENANTS. During the term of this Agreement, and
thereafter for so long as there are any Obligations to Agent and Lenders, each
Borrower, on a joint and several basis, covenants that, unless Required Lenders
have first consented thereto in writing, no Borrower will and no Borrower will
permit any of its Subsidiaries directly or indirectly to:

                  8.2.1 MERGERS, CONSOLIDATIONS, ACQUISITIONS. Merge or
consolidate, or permit any Subsidiaries to merge or consolidate, with any Person
other than a Borrower or a Subsidiary of any Borrower that is not a party to
this Agreement as a Borrower, but only if no Event of Default then exists (or
will result therefrom) and a Borrower is the surviving or continuing entity; nor
acquire, nor permit any of its Subsidiaries to acquire, all or any substantial
part of the Properties of any Person, except that, if no Event of Default then
exists, a Borrower may acquire all or substantially all of the Properties of any
of its Subsidiaries, unless such merger or acquisition otherwise not permitted
hereby is consented to in writing by Agent or is consummated in compliance with
the proviso contained in SECTION 8.2.9. Notwithstanding the foregoing, Borrowers
may acquire the Rader Companies on the terms set forth in the Rader Purchase
Agreement provided that each of the following conditions has been satisfied:

                  (A) such acquisition is completed on or before December 31,
1998, and is structured as a stock acquisition by a Borrower of the Rader
Companies;

                  (B) Agent shall have received such duly executed and delivered
agreements, instruments and documents as Agent shall request in order to create
in favor of Agent, for its own benefit and on behalf of Lenders, a first
priority perfected security interest in the real, personal and mixed property of
the Rader Companies and the capital stock of the Rader Companies to secure the
Obligations;

                  (C) the business and assets (and, if applicable, all shares of
capital stock) so acquired in such acquisition shall be acquired by a Borrower
free and clear of all Liens (other than Permitted Liens) unless otherwise
permitted under this Agreement;

                  (D) no Indebtedness shall be incurred or assumed to finance
such acquisition and no contingent obligations will be incurred or assumed in
connection with such acquisition, which are prohibited by this Agreement;

                  (E) at the time of such acquisition, no Default and no Event
of Default exists, or would be caused upon the consummation thereof;

                  (F) the consideration to be paid for such acquisition shall be
cash, the total consideration to be paid in such acquisition on the closing date
thereof shall not exceed $1,000,000 and such sum shall be paid solely from the
proceeds of a capital contribution made in cash in exchange for Common Stock;



                                       41
<PAGE>   50

                  (G) contemporaneous with such acquisition, a Borrower enters
into an employment agreement with Bill T. Rader, Ph.D. for a term of not less
than three (3) years; and

                  (H) except for the first year of any earnout period, the
amount of any earnout payments to be made in connection with such acquisition
shall be less than or equal to EBITDA of Ramsay Educational Services, Inc. and
its consolidated subsidiaries, including the Rader Companies, for the period
used to calculate such earnout payment and in the first year of the earnout
period such earnout payments may not exceed EBITDA for such period by more than
$50,000.

Each acquisition consummated by a Borrower in accordance with the provisions of
this SECTION 8.2.1, or as otherwise approved in writing by Agent, shall be
referred to as a "PERMITTED ACQUISITION".

                  8.2.2 LOANS AND ADVANCES. Make, or permit any of its
Subsidiaries to make, any loans or other advances of money to any Person, except
(a) for salary, travel advances, advances against commissions and other similar
advances in the ordinary course of business; (b) if no Event of Default exists
at the time of funding, any Borrower may make loans and advances to any other
Borrower (except a Restricted Subsidiary) for purposes other than as set forth
in SECTION 8.2.2(a), and (c) if no Event of Default exists at the time of
funding, Holdings may make loans and advances to the Restricted Subsidiaries for
purposes other than as set forth in SECTION 8.2.2.(a), if the aggregate amount
of such loans and advances made by Holdings to its Restricted Subsidiaries
during any fiscal quarter is less than the aggregate amount of Distributions and
other payments received by Holdings from its Restricted Subsidiaries during such
fiscal quarter, in each case computed as of the last day of such fiscal quarter.

                  8.2.3 TOTAL INDEBTEDNESS. Create, incur, assume, or suffer to
exist, or permit any of their respective Subsidiaries to create, incur or suffer
to exist, any Indebtedness, except:

                           (i)  Obligations owing to Agent and Lenders;

                           (ii) The Junior Subordinated Debt and Indebtedness,
         if any, relating to the Preferred Stock;

                           (iii) Indebtedness of a Borrower or a Subsidiary if
         and to the extent permitted by SECTION 8.2.2;

                           (iv) Accounts payable to trade creditors and current
         operating expenses (other than for Money Borrowed) ninety percent (90%)
         of which are aged not more than 45 days from the due date, or, if aged
         outside of the preceding parameters, that are being Properly Contested,
         but in each case initially incurred in the ordinary course of business
         and either paid within such time period or, if being Properly Contested
         at the time and in the manner contemplated in the definition of the
         term "Properly Contested";

                           (v)  Obligations to pay Rentals permitted by 
         SECTION 8.2.16;

                                       42
<PAGE>   51

                           (vi) Permitted Purchase Money Indebtedness;

                           (vii) Contingent liabilities arising out of
         endorsements of checks and other negotiable instruments for deposit or
         collection in the ordinary course of business;

                           (viii) Capitalized Lease Obligations to the extent
         the underlying Capital Lease is permitted by the terms of SECTION
         8.2.9;

                           (ix) Indebtedness in respect to deferred Taxes;

                           (x) Indebtedness existing on the Closing Date and
         described in EXHIBIT T attached hereto; and

                           (xi) Indebtedness not included in paragraphs (i)
         through (x) above which by its terms is unsecured and does not exceed
         at any time, in the aggregate, the sum of Five Hundred Thousand Dollars
         ($500,000).

                  8.2.4 AFFILIATE TRANSACTIONS. Enter into, or be a party to, or
permit any of their respective Subsidiaries to enter into or be a party to, any
transaction with any Affiliate except pursuant to the reasonable requirements of
such Borrower's or such Subsidiary's business and upon fair and reasonable terms
which are fully disclosed to Agent and are no less favorable than would be
obtained in a comparable arm's length transaction with a Person not an Affiliate
of such Borrower or Subsidiary.

                  8.2.5 LIMITATION ON LIENS. Create or suffer to exist, or
permit any of their respective Subsidiaries to create or suffer to exist, any
Lien upon any of its Property, income or profits, whether now owned or hereafter
acquired, except:

                           (i) Liens at any time granted in favor of Agent for
         its benefit and the ratable benefits of Lenders;

                           (ii) Liens for Taxes (excluding any Lien imposed
         pursuant to any of the provisions of ERISA) not yet due, or being
         Properly Contested;

                           (iii) Liens arising in the ordinary course of its
         business by operation of law or regulation, but only if payment in
         respect of any such Lien is not at the time required or (b) such Lien
         does not materially detract from the value of the Property or
         materially impair the use thereof in the operation of its business;

                           (iv) Purchase Money Liens securing Permitted Purchase
         Money Indebtedness;

                           (v) such other Liens as appear on EXHIBIT P hereto;
         and

                           (vi) Liens arising in connection with Capitalized
         Lease Obligations to the extent the underlying Capital Lease is
         permitted pursuant to SECTION 8.2.9; and



                                       43
<PAGE>   52

                           (vii) such other Liens as Agent or Required Lenders
         may hereafter approve in writing.

                  8.2.6 SUBORDINATED DEBT. Except in accordance with the
Subordination Agreement applicable thereto or the subordination provisions of
such Subordinated Debt, as the case may be, (i) make, or permit any Loan Party
to make, any payment of any part or all of any Subordinated Debt or take any
other action or omit to take any other action in respect of any Subordinated
Debt, (ii) without the prior written consent of Agent, agree to any amendment,
modification or supplement to any of the documents evidencing the Subordinated
Debt, including, without limitation, any amendment, modification or supplement
the effect of which is to increase the maximum principal amount of the
Subordinated Debt, dividend rate or rate of interest on any of the Subordinated
Debt, (iii) change the dates upon which payments of principal or interest, or
dividends on the Subordinated Debt are due, (iv) change, or add any event of
default or any covenant with respect to the Subordinated Debt, (v) change the
redemption or prepayment provisions of the Subordinated Debt, (vi) alter the
subordination provisions with respect to the Subordinated Debt, including,
without limitation, subordinating the Subordinated Debt to any other debt, (vii)
change the maturity date of any of the Subordinated Debt or otherwise to alter
the repayment terms of the Subordinated Debt, (viii) grant any Liens or security
interests in any assets of any Loan Party or any other assets securing the
Obligations to secure the Subordinated Debt, or (ix) change or amend any other
term of the documents evidencing the Subordinated Debt if such change or
amendment would increase the obligations of any Loan Party or confer additional
material rights on holder of the Subordinated Debt in a manner adverse to any
Loan Party or Lender.

                  8.2.7 PARTNERSHIP OR JOINT VENTURES. Become or agree to become
a general or limited partner in any general or limited partnership or a joint
venturer in any joint venture.

                  8.2.8 DISTRIBUTIONS. Declare or make, or permit any of their
respective Subsidiaries to declare or make, any Distributions, except that so
long as no Default or Event of Default exists, (a) any Subsidiary of any
Borrower may make Distributions to any Borrower, (b) any Borrower may make
Distributions to any other Borrower, and (c) Holdings may pay regularly
scheduled Distributions on the Preferred Stock , but only if and to the extent
permitted under the Subordination Agreement.

                  8.2.9 CAPITAL EXPENDITURES. Make Capital Expenditures
(including, by way of Capitalized Lease Obligations) which, in the aggregate, as
to Holdings and its Subsidiaries, on a Consolidated basis, exceed, in the
aggregate, (a) $600,000 during the period commencing on the Closing Date and
ending on December 31, 1998, (b) $3,500,000 during the calendar year 1999, and
(c) $2,000,000 during any calendar year after 1999; provided, however, that, in
addition to the Capital Expenditures permitted under this SECTION 8.2.9, (A)
Borrowers may make Capital Expenditures to the extent funded with the proceeds
of an Acquisition Loan and (B) Borrowers may make Capital Expenditures
consisting of the acquisition costs of real property and improvements
constituting, or to be operated as, Group Homes acquired by a Borrower during
the period commencing on the Closing Date and ending on February 28, 1999, which
do not exceed $500,000 in the aggregate if:

                                       44
<PAGE>   53

                  (i) each such acquisition is completed on or before
February 28, 1999, and is structured as an asset acquisition by a Borrower;

                  (ii) if requested by Agent, Agent shall have received such
duly executed and delivered agreements, instruments and documents as Agent shall
request in order to create in favor of Agent, for its own benefit and on behalf
of Lenders, a first priority perfected security interest in the real, personal
and mixed property so acquired to secure the Obligations;

                  (iii) the assets acquired in each such acquisition shall be
acquired by a Borrower free and clear of all Liens (other than Permitted Liens);

                  (iv) no Indebtedness shall be incurred or assumed to finance
such acquisition, other than Revolving Loans hereunder;

                  (v) the assets so acquired are located in the United States 
or in Puerto Rico; and

                  (vi) the full amount of the consideration to be paid for such
acquisition shall be paid in cash concurrently with the closing thereof.

                  8.2.10 DISPOSITION OF ASSETS. Sell, lease or otherwise dispose
of any of, or permit any of their respective Subsidiaries to sell, lease or
otherwise dispose any of, its Properties, including any disposition of Property
as part of a sale and leaseback transaction, to or in favor of any Person,
except (i) transfers of Property to a Borrower by another Borrower or by a
Subsidiary of a Borrower if permitted under SECTION 8.2.1, and (ii) dispositions
expressly permitted pursuant to SECTIONS 6.3, 6.4.2, 8.2.1 and 8.2.8.

                  8.2.11 STOCK OF SUBSIDIARIES. Permit any of their respective
Subsidiaries to issue any additional shares of its capital stock except
director's qualifying shares.

                  8.2.12 RESTRICTED INVESTMENT. Make or have, or permit any of
their respective Subsidiaries to make or have, any Restricted Investment.

                  8.2.13 MARGIN SECURITIES. Own, purchase or acquire (or enter
into any contract to purchase or acquire) any "margin security" as defined by
any regulation of the Federal Reserve Board as now in effect or as the same may
hereafter be in effect unless, prior to any such purchase or acquisition or
entering into any such contract, Agent shall have received an opinion of counsel
satisfactory to Agent to the effect that such purchase or acquisition will not
cause this Agreement to violate Regulations U or X or any other regulation of
the Federal Reserve Board then in effect.

                  8.2.14 TAX CONSOLIDATION. File or consent to the filing of any
consolidated income tax return with any Person other than their respective
Subsidiaries.

                  8.2.15 HEDGING TRANSACTIONS. Engage, without Agent's prior
written consent, in any currency, commodity or interest rate hedging or similar
transactions.

                                       45
<PAGE>   54

                  8.2.16 LEASES. Become, or permit any of the Subsidiaries of
Holdings to become, a lessee under any operating lease executed after the
Closing Date (other than a lease under which a Borrower or any of its
Subsidiaries is lessor) of Property if the aggregate Rentals payable during any
current or future period of 12 consecutive months under the lease in question
and all other leases executed after the Closing Date under which Holdings or any
of its Subsidiaries is then lessee would exceed $500,000. The term "Rentals"
means, as of the date of determination, all payments which the lessee is
required to make by the terms of any lease.

                  8.2.17 LIMITS ON INACTIVE SUBSIDIARIES. Permit any Inactive
Subsidiary to (i) acquire, by purchase or lease, any property or assets, or (ii)
hire any employees or commence any business operations, in any event unless such
Inactive Subsidiary is, or concurrently therewith becomes, a Guarantor or a
party to this Agreement as a Borrower. In addition, no Borrower shall make any
loans to or investments in any Inactive Subsidiary prior to such Inactive
Subsidiary's becoming a Guarantor or a party to this Agreement as a Borrower
without the prior written consent of Agent and Required Lenders.

                  8.2.18 LIMITS ON PREFERRED STOCK. Issue any additional shares
of Preferred Stock, unless any liabilities or obligations with respect thereto
are subordinated to the Obligations in the manner set forth in the Subordination
Agreement or otherwise in a manner satisfactory to Agent.

         8.3 SPECIFIC FINANCIAL COVENANTS. During the term of this Agreement,
and thereafter for so long as there are any Obligations to Lenders, each
Borrower, jointly and severally, covenants that, unless otherwise consented to
by Required Lenders in writing, Holdings, on a Consolidated basis, shall:

                  8.3.1 FIXED CHARGE COVERAGE RATIO. Maintain, as of the end of
each fiscal quarter set forth below, for the cumulative period ending on such
date, a Fixed Charge Ratio of not less than the ratio set forth below for each
period indicated below:

                           Period                            Amount
                           ------                            ------

                  (i)      Three calendar month        (i)      .85 to 1.0
                           period ending on
                           December 31, 1998

                  (ii)     Six calendar month          (ii)     1.00 to 1.0
                           period ending on
                           March 31, 1999

                  (iii)    Nine calendar month         (iii)    1.00 to 1.0
                           period ending on
                           June 30, 1999

                  (iv)     Twelve calendar month       (iv)     1.00 to 1.0
                           period ending on



                                       46
<PAGE>   55
                           September 30, 1999

                  (v)      Twelve calendar month       (v)      1.10 to 1.0
                           period ending
                           on December 31, 1999


                  (vi)     Twelve calendar month       (vi)     1.10 to 1.0
                           period ending on
                           March 31, 2000

                  (vii)    Twelve calendar month       (vi)     1.10 to 1.0
                           period ending on
                           June 30, 2000


                  (viii)   Twelve calendar month       (viii)   1.15 to 1.0
                           period ending on
                           September 30, 2000

                  (x)      Twelve calendar month       (x)      1.15 to 1.0
                           period ending
                           respectively on the last
                           day of each thereafter
                           occurring fiscal quarter

                  8.3.2 INTEREST COVERAGE RATIO. Achieve, at the end of each
fiscal quarter set forth below, for the cumulative period ending on such date,
an Interest Coverage Ratio not less than the ratio set forth below for the
period corresponding thereto:

                                    Period                        Ratio
                                    ------                        -----

                  (i)      Three calendar month          (i)      3.75 to 1.0
                           period ending on
                           December 31, 1998

                  (ii)     Six calendar month            (ii)     3.75 to 1.0
                           period ending on
                           March 31, 1999

                  (iii)    Nine calendar month           (iii)    3.75 to 1.0
                           period ending on
                           June 30, 1999

                  (iv)     Twelve calendar month         (iv)     3.75 to 1.0
                           period ending on





                                       47
<PAGE>   56

                           September 30, 1998



                  (v)      Twelve calendar month         (v)      3.75 to 1.0
                           period ending
                           respectively on the last
                           day of each thereafter
                           occurring fiscal quarter

                  8.3.3 TOTAL INDEBTEDNESS TO EBITDA. As of the last day of each
fiscal quarter set forth below (the "CALCULATION DATE"), a ratio of (i)
Holdings' Total Indebtedness on such Calculation Date, to (ii) Holdings' EBITDA
for the twelve calendar month period ending on such Calculation Date, of not
greater than the ratio set forth below on the Calculation Date corresponding
thereto:

                           Calculation Date                         Ratio
                           -----------------                        -----

                  (i)      December 31, 1998               (i)      6.00 to 1.0

                  (ii)     March 31, 1999                  (ii)     6.00 to 1.0

                  (iii)    June 30, 1999                   (iii)    4.00 to 1.0

                  (iv)     September 30, 1999              (iv)     4.00 to 1.0

                  (v)      December 31, 1999               (v)      3.50 to 1.0

                  (vi)     March 31, 2000                  (vi)     3.50 to 1.0

                  (vii)    June 30, 2000                   (vii)    3.00 to 1.0

                  (viii)   September 30, 2000              (viii)   3.00 to 1.0

                  (ix)     December 31, 2000               (ix)     2.50 to 1.0
                           and on the last day of
                           each thereafter occurring
                           fiscal quarter;

provided, however, that, notwithstanding anything to the contrary contained
herein, (a) Holdings' EBITDA for purposes of the December 31, 1998 Calculation
Date shall be the amount equal to (i) Holdings' EBITDA for the three months
ending December 31, 1998, MULTIPLIED BY (ii) four; (b) Holdings' EBITDA for
purposes of the March 31, 1999 Calculation Date shall be the amount equal to (i)
Holdings' EBITDA for the six months ending March 31, 1999, MULTIPLIED BY (ii)
two; 





                                       48
<PAGE>   57

and (c) Holdings' EBITDA for purposes of the June 30, 1999 Calculation Date
shall be the amount equal to (ii Holdings' EBITDA for the nine months ending
June 30, 1999, MULTIPLIED BY (ii) four, and DIVIDED BY (iii) three.

                  8.3.4 PRO FORMA AVAILABILITY COVENANT. Permit, at any time,
Pro Forma Quarterly Availability to be less than $3,000,000.

SECTION 9.        CONDITIONS PRECEDENT

         Notwithstanding any other provision of this Agreement or any of the
other Loan Documents, and without affecting in any manner the rights of Agent
and Lenders under the other sections of this Agreement, Lenders shall not be
required to make any Loan under this Agreement unless and until each of the
following conditions has been and continues to be satisfied:

         9.1 DOCUMENTATION. Agent and Lenders shall have received, in form and
substance reasonably satisfactory to Agent and Lenders and their counsel, a duly
executed copy of this Agreement and the other Loan Documents, together with such
additional documents, instruments and certificates as Agent and Lenders and
their counsel shall require in connection therewith, including all documents,
instruments, agreements and schedules listed in the SCHEDULE OF DOCUMENTS
attached hereto and incorporated herein as EXHIBIT Q, all in form and substance
satisfactory to Agent and Lenders and their counsel.

         9.2      NO DEFAULT.  No Default or Event of Default shall exist.

         9.3 OTHER LOAN DOCUMENTS. Each of the conditions precedent set forth in
the other Loan Documents shall have been satisfied.

         9.4 AVAILABILITY. Agent shall have determined that immediately after
Lenders have made the initial Loans contemplated hereby, and paid all closing
costs incurred in connection with the transactions contemplated hereby the
aggregate amount of Borrowers' cash and Availability shall not be less than Nine
Million Dollars ($9,000,000).

         9.5 NO LITIGATION. No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain or prohibit, or to
obtain damages in respect of, or which is related to or arises out of this
Agreement or the consummation of the transactions contemplated hereby.

         9.6 CAPITAL CONTRIBUTION. Borrowers shall have provided Agent and
Lenders with evidence acceptable to Lenders that Holdings has received a capital
contribution of at least $2,500,000 in cash in exchange for Common Stock.

         9.7 PHASE I ENVIRONMENTAL SURVEY(S). Borrowers shall have delivered to
Agent and Lenders Phase I Environmental Survey(s) for the real Property of
Borrowers, the form and contents of which shall have been deemed satisfactory by
Agent and Lenders in their sole discretion.








                                       49
<PAGE>   58

         9.8 JUNIOR SUBORDINATED DEBT EXCHANGE. Borrowers shall have provided
Agent and Lenders with evidence acceptable to Agent and Lenders in their sole
discretion that as of the Closing Date Borrowers have reduced the principal
amount of the Junior Subordinated Notes by $600,000 as a result of the issuance
of Common Stock to the holder thereof as provided in the Exchange Agreement and
that after giving effect to such reduction, the outstanding principal balance of
the Junior Subordinated Notes as of the Closing Date is not greater than
$7,283,553.

         9.9 DRAFT FINANCIAL STATEMENTS . Agent and each Lender shall have
received drafts of the audited financial statements of Holdings and its
Subsidiaries for the period ending June 30, 1998. In addition, each Lender shall
have had the opportunity to confer with the auditors regarding those statements.

SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

         10.1 EVENTS OF DEFAULT. The occurrence of one or more of the following
events shall constitute an "EVENT OF DEFAULT":

                  10.1.1 PAYMENT OF OBLIGATIONS. Borrowers shall fail to pay any
of the Obligations on the due date thereof (whether due at stated maturity, on
demand, upon acceleration or otherwise).

                  10.1.2 MISREPRESENTATIONS. Any representation, warranty or
other statement made or furnished to Agent or Lenders by or on behalf of any
Loan Party in this Agreement, any of the other Loan Documents or any instrument,
certificate or financial statement furnished in compliance with or in reference
thereto proves to have been false or misleading in any material respect when
made or furnished or when reaffirmed pursuant to SECTION 7.2.

                  10.1.3 BREACH OF SPECIFIC COVENANTS. Any Borrower shall fail
or neglect to perform, keep or observe any covenant contained in SECTIONS 5.2,
5.3, 6.1.1, 6.2, 8.1.1, 8.1.3, 8.2 or 8.3 on the date that such Borrower is
required to perform, keep or observe such covenant.

                  10.1.4 BREACH OF OTHER COVENANTS. Any Borrower shall fail or
neglect to perform, keep or observe any covenant contained in this Agreement
(other than a covenant which is dealt with specifically elsewhere in this
SECTION 10.1) and the breach of such other covenant is not cured to Required
Lender's satisfaction within fifteen (15) days after the sooner to occur of any
Borrower's receipt of notice of such breach from Agent or Lenders or the date on
which such failure or neglect first becomes known to any officer of any
Borrower.

                  10.1.5 DEFAULT UNDER SECURITY DOCUMENTS/OTHER AGREEMENTS. Any
event of default shall occur under, or any Loan Party shall default in the
performance or observance of any term, covenant, condition or agreement
contained, in any of the Security Documents or the Other Agreements and such
default shall continue beyond any applicable grace period.

                  10.1.6 OTHER DEFAULTS. There shall occur any default or event
of default on the part of Loan Party under any agreement, document or instrument
to which Loan Party is a party or by which any Loan Party or any Property of any
Loan Party is bound, creating or relating to any 










                                       50
<PAGE>   59

Indebtedness in excess of $250,000 (other than the Obligations, but including
the Subordinated Debt) if the payment or maturity of such Indebtedness is
accelerated in consequence of such event of default or if demand for payment of
such Indebtedness is made by the holder or holders thereof.

                  10.1.7 UNINSURED LOSSES. Any loss, theft, damage or
destruction of any of the Collateral with a value of $250,000 or more not fully
covered (subject to such deductibles as Agent shall have permitted) by
insurance.

                  10.1.8 ADVERSE CHANGES. There shall occur any material adverse
change in the financial condition, business or operations of Borrowers, taken as
a whole, which shall, after notice from Agent, continue without being mitigated
or reversed within a period of thirty (30) days.

                  10.1.9 INSOLVENCY AND RELATED PROCEEDINGS. Any Loan Party
shall cease to be Solvent or shall suffer the appointment of a receiver,
trustee, custodian or similar fiduciary, or shall make an assignment for the
benefit of creditors, or any petition for an order for relief shall be filed by
or against any Loan Party under the Bankruptcy Code (and if, with respect to any
petition filed against any Loan Party, such proceeding shall continue for more
than 30 days), or any Loan Party shall make any offer of settlement, extension
or composition to its unsecured creditors generally.

                  10.1.10 BUSINESS DISRUPTION; CONDEMNATION. There shall occur a
cessation of a substantial part of the business of any Loan Party for a period
which significantly affects the capacity of such Loan Party to continue its
business, on a profitable basis; or any Loan Party shall suffer the loss or
revocation of any license or permit now held or hereafter acquired by which is
necessary to the continued or lawful operation of such Loan Party's business; or
any Loan Party shall be enjoined, restrained or in any way prevented by court,
governmental or administrative order from conducting all or any material part of
its business affairs; or any material lease or agreement pursuant to which such
Loan Party's leases, uses or occupies any Property shall be canceled or
terminated prior to the expiration of its stated term and such cancellation or
termination materially and adversely affects such Loan Party's capacity to
continue business, on a profitable basis; or any part of the Collateral shall be
taken through condemnation or the value of such Property shall be impaired
through condemnation, and such condemnation or impairment of value could
reasonably be expected to have a Material Adverse Effect.

                  10.1.11 CHANGE OF OWNERSHIP. (i) Holdings shall cease to own
and control, directly or through one or more Subsidiaries, beneficially and of
record, at least the percentage of the issued and outstanding capital stock of
any Borrower (other than Holdings) owned and controlled by it on the Closing
Date, as set forth in EXHIBIT E, (ii) the Control Group shall cease to own and
control, beneficially and of record, sufficient shares of the issued and
outstanding capital stock of Holdings so as to have the right to cast not less
than thirty-five (35%) of all votes in the election of directors of Holdings and
on each other matter that may be submitted to a vote of the shareholders of
Holdings, or (iii) any Borrower shall cease to own and control, beneficially and
of record, at least the percentage of the issued and outstanding capital stock
of each of its respective Subsidiaries owned and controlled by it on the Closing
Date, as set forth in EXHIBIT E.




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<PAGE>   60

                  10.1.12 ERISA. A Reportable Event shall occur which Agent, in
its sole discretion, shall determine in good faith constitutes grounds for the
termination by the Pension Benefit Guaranty Corporation of any Plan or for the
appointment by the appropriate United States district court of a trustee for any
Plan, or if any Plan shall be terminated or any such trustee shall be requested
or appointed, or if any Loan Party is in "default" (as defined in SECTION
4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan resulting
from such Loan Party's complete or partial withdrawal from such Plan, and such
event could reasonably be expected to have a Material Adverse Effect.

                  10.1.13 CHALLENGE TO AGREEMENT. Any Loan Party or any
Affiliate of any Loan Party shall challenge or contest in any action, suit or
proceeding the validity or enforceability of this Agreement, or any of the other
Loan Documents, the legality or enforceability of any of the Obligations or the
perfection or priority of any Lien granted to Agent for its benefit and the
ratable benefit of Lenders.

                  10.1.14 REPUDIATION OF OR DEFAULT UNDER GUARANTY AGREEMENT.
Any Guarantor shall revoke or attempt to revoke the Guaranty Agreement signed by
such Guarantor, or shall repudiate such Guarantor's liability thereunder or
shall be in default under the terms thereof.

                  10.1.15 CRIMINAL FORFEITURE. Any Loan Party shall be
criminally indicted or convicted under any law that could lead to a forfeiture
of any Property of any Loan Party.

                  10.1.16 JUDGMENTS. Any (i) one or more money judgments, is
entered against any Loan Party or any Property of any Loan Party which exceeds,
in the aggregate, $500,000, and such judgment or, if more than one, any one of
such judgments shall remain unpaid, unsatisfied by insurance, and unstayed for
more than thirty (30) consecutive days, or (ii) writ of attachment or similar
process is filed against any Loan Party, or any Property of any Loan Party, and
such writ of attachment or similar process is not bonded or secured in an amount
and manner reasonably satisfactory to Lender.

         10.2 ACCELERATION OF THE OBLIGATIONS. Without in any way limiting the
right of Lender to demand payment of any portion of the Obligations payable on
demand in accordance with SECTION 3.2, upon the occurrence of an Event of
Default and during the continuance thereof, Agent may, and, at request of the
Required Lenders, shall (i) without notice, terminate this facility with respect
to further Revolving Credit Loans, Acquisition Loans, and Letters of Credit and
LC Guaranties, whereupon no Revolving Credit Loans or Acquisition Loans may be
made hereunder and no Letters of Credit or LC Guaranties may be issued
hereunder, and/or (ii) with notice, declare all Obligations to be forthwith due
and payable, whereupon all Obligations shall become and be due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are expressly waived by each Borrower; PROVIDED, HOWEVER, that upon the
occurrence of an Event of Default specified in SECTION 10.1.9, the Obligations
shall become due and payable without declaration, notice or demand by Agent.

         Agent shall take such action with respect to any Default or Event of
Default as shall be directed by the Required Lenders; PROVIDED that, unless and
until Agent shall have received such 






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directions, Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable and in the best interests of Agent and
Lenders taken as a whole, including any action (or the failure to act) pursuant
to the Loan Documents.

         10.3 OTHER REMEDIES. After the occurrence, and during the continuation,
of an Event of Default, Agent and/or Lenders shall have and may exercise from
time to time the following rights and remedies:

                  10.3.1 All of the rights and remedies of a secured party under
the Code or under other applicable law, and all other legal and equitable rights
to which Agent or Lenders may be entitled, all of which rights and remedies
shall be cumulative and shall be in addition to any other rights or remedies
contained in this Agreement or any of the other Loan Documents, and none of
which shall be exclusive.

                  10.3.2 The right to take immediate possession of the
Collateral, and to (i) require Borrowers to assemble the Collateral, at
Borrowers' expense, and make it available to Agent at a place designated by
Agent which is reasonably convenient to both parties, and (ii) enter any
premises where any of the Collateral shall be located and to keep and store the
Collateral on said premises until sold (and if said premises be the Property of
any Borrower, each such Borrower agrees not to charge Agent for storage
thereof).

                  10.3.3 The right to sell or otherwise dispose of all or any
Collateral in its then condition, or after any further manufacturing or
processing thereof, at public or private sale or sales, with such notice as may
be required by law, in lots or in bulk, for cash or on credit, all as Agent, in
its sole discretion, may deem advisable. Each Borrower agrees that 10 days
written notice to any such Loan Party of any public or private sale or other
disposition of Collateral shall be reasonable notice thereof, and such sale
shall be at such locations as Agent may designate in said notice. Agent shall
have the right to conduct such sales on any Borrower's premises, without charge
therefor, and such sales may be adjourned from time to time in accordance with
applicable law. Agent shall have the right to sell, lease or otherwise dispose
of the Collateral, or any part thereof, for cash, credit or any combination
thereof, and Agent may purchase all or any part of the Collateral at public or,
if permitted by law, private sale and, in lieu of actual payment of such
purchase price, may set off the amount of such price against the Obligations.
The proceeds realized from the sale of any Collateral may be applied, after
allowing 2 Business Days for collection, first to the costs, expenses and
attorneys' fees incurred by Agent or any Lender in collecting the Obligations,
in enforcing the rights of Agent and Lenders under the Loan Documents and in
collecting, retaking, completing, protecting, removing, storing, advertising for
sale, selling and delivering any Collateral; second to the interest due upon any
of the Obligations; third, to the principal of the Obligations; and fourth, to
any remaining Obligations. If any deficiency shall arise, each Borrower and each
Guarantor shall remain liable to Agent and Lenders therefor.

                  10.3.4 Agent is hereby granted a license or other right to
use, without charge, all labels, patents, copyrights, rights of use of any name,
trade secrets, trade names, trademarks and advertising matter, or any Property
of a similar nature of any Loan Party, as it pertains to the 









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Collateral, in advertising for sale and selling any Collateral and each
Borrower's rights under all licenses and all franchise agreements shall inure to
Agent's benefit.

                  10.3.5 Agent may, and at the request of Required Lenders
shall, require Borrowers to deposit with Agent funds equal to the LC Amount and,
if Borrower falls to promptly make such deposit, Lenders may advance such amount
as a Revolving Credit Loan (whether or not an Overadvance is created thereby).
Any such deposit or advance shall be held by Agent as a reserve to fund future
payments on such LC Guaranties and future drawings against such Letters of
Credit. At such time as all LC Guaranties have been paid or terminated and all
Letters of Credit have been drawn upon or expired, any amounts remaining in such
reserve shall be applied against any outstanding Obligations, or, if all
Obligations have been indefeasibly paid in full, promptly returned to Borrowers.

         10.4 REMEDIES CUMULATIVE; NO WAIVER. All covenants, conditions,
provisions, warranties, guaranties, indemnities, and other undertakings of each
Borrower contained in this Agreement and the other Loan Documents, or in any
document referred to herein or contained in any agreement supplementary hereto
or in any schedule or contained in any other agreement between Agent and/or
Lenders and any Borrower, heretofore, concurrently, or hereafter entered into,
shall be deemed cumulative to and not in derogation or substitution of any of
the terms, covenants, conditions, or agreements of each Borrower herein
contained. The failure or delay of Agent or Lenders to require strict
performance by any Borrower of any provision of this Agreement or to exercise or
enforce any rights, Liens, powers, or remedies hereunder or under any of the
aforesaid agreements or other documents or security or Collateral shall not
operate as a waiver of such performance, Liens, rights, powers and remedies, but
all such requirements, Liens, rights, powers, and remedies shall continue in
full force and effect until all Loans and all other Obligations owing or to
become owing from any Borrower to Agent and/or Lenders shall have been fully
satisfied. None of the undertakings, agreements, warranties, covenants and
representations of any Borrower contained in this Agreement or any of the other
Loan Documents and no Event of Default by any Borrower under this Agreement or
any other Loan Documents shall be deemed to have been suspended or waived by
Agent or Lenders unless such suspension or waiver is by an instrument in writing
specifying such suspension or waiver and is signed by duly authorized
representatives of Agent and Required Lenders and directed to Borrowers.

SECTION 11.  THE AGENT

         11.1 AUTHORIZATION AND ACTION. Each Lender hereby appoints and
authorizes Agent to take such action on its behalf and to exercise such powers
under this Agreement, and the other Loan documents as are delegated to Agent by
the terms hereof and thereof, together with such powers as are reasonably
incidental thereto. As to any matters not expressly provided for by this
Agreement and the other Loan Documents (including, without limitations
enforcement or collection of the Notes), Agent shall not be required to exercise
any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Required Lenders, and such instructions
shall be binding upon all Lenders; PROVIDED, however, that Agent shall not be
required to take any action which exposes Agent to personal liability or which
is contrary to this Agreement or the other Loan Documents or






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applicable law. Agent agrees to give each Lender promptly a copy of each notice
given to it by any Borrower pursuant to the terms of this Agreement and the
other Loan Documents.

         11.2 AGENT'S RELIANCE, ETC. Neither Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with this Agreement or the other
Loan Documents, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, Agent: (i)
may treat the payee of any Note as the holder thereof until Agent receives
written notice of the assignment or transfer thereof signed by such payee and in
form satisfactory to Agent; (ii) may consult with legal counsel, independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (iii) makes no warranty or
representations to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations made in or in connection with this
Agreement or the other Loan Documents; (iv) shall not have any duty beyond
Agent's customary practices to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of this Agreement or the
other Loan Documents on the part of any Borrower or to inspect the property
(including the books and records) of any Borrower; (v) shall not be responsible
to any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or the other Loan Documents
or any other instrument or document furnished pursuant hereto or thereto; and
(vi) shall incur no liability under or in respect of this Agreement or the other
Loan Documents by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopy, telegram, cable or telex)
believed in good faith by it to be genuine and signed or sent by the proper
party or parties.

         11.3 FCC AND AFFILIATES. With respect to its commitment hereunder to
make Revolving Credit Loans, the Term Loan and the Acquisition Loans, FCC shall
have the same rights and powers under this Agreement and the other Loan
Documents as any other Lender and may exercise the same as though it were not
Agent; and the term "LENDER" or "LENDERS" shall, unless otherwise expressly
indicated, include FCC in its individual capacity. FCC and its Affiliates may
lend money to, and generally engage in any kind of business with, Holdings or
any of its Subsidiaries and any Person who may do business with or own
securities of Holdings or any such Subsidiary, all as if FCC were not Agent and
without any duty to account therefor to Lenders.

         11.4 LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon Agent or any other Lender and based on
the financial statements referred to in SECTION 7.1.10 and such other documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement.

         11.5 INDEMNIFICATION. Lenders agree to indemnify Agent (to the extent
not reimbursed by Borrowers), ratably according to the respective principal
amounts of the Notes then held by each of them, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against Agent in any way relating to or
arising out of this 










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Agreement or any other Loan Document or any action taken or omitted by Agent
under this Agreement, PROVIDED that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from Agent's gross negligence
or wilful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse Agent promptly upon demand for its ratable shares of any out-of-pocket
expenses (including reasonable counsel fees) incur-red by 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 and each other Loan Document, to the extent that Agent is not
reimbursed for such expenses by Borrowers.

         11.6 SUCCESSOR AGENT. Agent may resign at any time by giving written
notice thereof to Lenders and Holdings. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Agent which shall be
reasonably acceptable to Holdings. If no successor Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Agent's giving notice of resignation, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which
shall be a commercial bank or financial institution organized under the laws of
the United States of America or of any State thereof and having a combined
capital and surplus of at least Five Hundred Million Dollars ($500,000,000) and
which shall be reasonably acceptable to Holdings. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents. After any retiring Agent's resignation hereunder as Agent, the
provisions of this SECTION 11 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement and the
other Loan Documents.

SECTION 12. MISCELLANEOUS

         12.1 POWER OF ATTORNEY. Each Borrower hereby irrevocably designates,
makes, constitutes and appoints Agent (and all Persons designated by Agent) as
such Borrower's true and lawful attorney (and agent-in-fact) and Agent, or
Agent's agent, may, during the continuance of an Event of Default, without
notice to any Borrower and in any Borrower's or Agent's name, but at the cost
and expense of such Borrower:

                  12.1.1 At such time or times upon or after the occurrence, and
during the continuation, of a Default or an Event of Default as Agent or said
agent, in its sole discretion, may determine, endorse any Borrower's name on any
checks, notes, acceptances, drafts, money orders or any other evidence of
payment or proceeds of the Collateral which come into the possession of Agent or
under Agent's control.

                  12.1.2 At such time or times after the occurrence, and during
the continuation, of an Event of Default as Agent or its agent in its sole
discretion may determine: (i) demand payment of the Accounts from the Account
Debtors, enforce payment of the Accounts by legal proceedings or otherwise, and
generally exercise all of any Borrower's rights and remedies with respect to the






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collection of the Accounts; (ii) settle, adjust, compromise, discharge or
release any of the Accounts or other Collateral or any legal proceedings brought
to collect any of the Accounts or other Collateral, (iii) sell or assign any of
the Accounts and other Collateral upon such terms, for such amounts and at such
time or times as Agent deems advisable, (iv) take control, in any manner, of any
item of payment or proceeds relating to any Collateral; (v) prepare, file and
sign any Borrower's name to a proof of claim in bankruptcy or similar document
against any Account Debtor or to any notice of lien, assignment or satisfaction
of lien or similar document in connection with any of the Collateral; (vi)
receive, open and dispose of all mail addressed to Borrower and to notify postal
authorities to change the address for delivery thereof to such address as Agent
may designate; (vii) endorse the name of any Borrower upon any of the items of
payment or proceeds relating to any Collateral and deposit the same to the
account of Agent on account of the Obligations; (viii) endorse the name of any
Borrower upon any chattel paper, document, instrument, invoice, freight bill,
bill of lading or similar document or agreement relating to the Accounts,
Inventory and any other Collateral; (ix) use any Borrower's stationery and sign
the name of any Borrower to verifications of the Accounts and notices thereof to
Account Debtors; (x) use the information recorded on or contained in any data
processing equipment and computer hardware and software relating to the
Accounts, Inventory, Investment Property, Equipment and any other Collateral;
(xi) make and adjust claims under policies of insurance; and (xii) do all other
acts and things necessary, in Agent's determination, to fulfill Borrower's
obligations under this Agreement.

         12.2 INDEMNITY. EACH BORROWER EACH HEREBY INDEMNIFY, HOLD HARMLESS AND
SHALL DEFEND AGENT AND EACH LENDER AND EACH OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, AGENTS, COUNSEL AND EMPLOYEES ("INDEMNIFIED PERSONS") FROM AND AGAINST
ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS, EXPENSES, SUITS, ACTIONS AND
PROCEEDINGS ("LOSSES") EVER SUFFERED OR INCURRED BY ANY INDEMNIFIED PERSON
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION
CONTEMPLATED HEREBY, INCLUDING ANY LOSSES CAUSED BY THE NEGLIGENCE OF ANY SUCH
INDEMNIFIED PERSON, BUT NOT INCLUDING ANY LOSSES CAUSED BY THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF ANY SUCH INDEMNIFIED PERSON, AND EACH BORROWER SHALL,
ON A JOINT AND SEVERAL BASIS, REIMBURSE LENDER AND EACH OTHER INDEMNIFIED PERSON
FOR ANY REASONABLE EXPENSES (INCLUDING IN CONNECTION WITH THE INVESTIGATION OF,
PREPARATION FOR OR DEFENSE OF ANY ACTUAL OR THREATENED CLAIM, ACTION OR
PROCEEDING ARISING THEREFROM, INCLUDING ANY SUCH COSTS OF RESPONDING TO
DISCOVERY REQUESTS OR SUBPOENAS, REGARDLESS OF WHETHER AGENT OR SUCH LENDER OR
SUCH OTHER INDEMNIFIED PERSON IS A PARTY THERETO). WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THIS INDEMNITY SHALL EXTEND TO ANY CLAIMS ASSERTED
AGAINST AGENT OR ANY LENDER OR ANY OTHER INDEMNIFIED PERSON BY ANY PERSON UNDER
ANY ENVIRONMENTAL LAWS OR SIMILAR LAWS BY REASON OF OR ANY BORROWER'S OR ANY
OTHER PERSON'S FAILURE TO COMPLY WITH LAWS APPLICABLE TO SOLID OR HAZARDOUS
WASTE MATERIALS OR OTHER TOXIC SUBSTANCES. EACH BORROWER MAY SELECT COUNSEL WITH
RESPECT TO ANY LOSSES; PROVIDED HOWEVER, EACH 





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INDEMNIFIED PERSON SHALL HAVE THE RIGHT TO MONITOR THE PROGRESS OF ANY CLAIMS,
SUITS AND ADMINISTRATIVE PROCEEDINGS DEFENDED BY ANY BORROWER HEREUNDER WITH
COUNSEL OF SUCH INDEMNIFIED PERSON'S CHOICE, OR CONDUCT ITS DEFENSE THROUGH
COUNSEL OF SUCH INDEMNIFIED PERSON'S CHOICE, IN THE EVENT THAT (I) SUCH
INDEMNIFIED PERSON DETERMINES IN GOOD FAITH THAT THE CONDUCT OF ITS DEFENSE BY
ANY BORROWER COULD BE MATERIALLY PREJUDICIAL TO SUCH INDEMNIFIED PERSON'S
INTERESTS OR THAT OTHER REASONABLE GROUNDS EXIST WHICH DEMONSTRATE A LACK OF
EFFECTIVENESS OR HIGH LEVEL OF QUALITY IN THE CONDUCT OF SUCH DEFENSE BY ANY
BORROWER, AND (II) PRIOR TO RETAINING SUCH COUNSEL FOR SUCH PURPOSE, SUCH
INDEMNIFIED PERSON SHALL CONSULT WITH SUCH BORROWER AND SHALL ATTEMPT IN GOOD
FAITH TO AGREE UPON COUNSEL TO CONDUCT THE DEFENSE ON BEHALF OF SUCH BORROWER
AND SUCH INDEMNIFIED PERSON, AND IN EACH CASE THE FEES AND DISBURSEMENTS OF SUCH
COUNSEL SHALL BE PAID BY BORROWERS; PROVIDED, HOWEVER, THAT IF SUCH MUTUAL
AGREEMENT IS NOT REACHED WITHIN A REASONABLE TIME ON SELECTING COUNSEL, THEN
SUCH INDEMNIFIED PERSON MAY RETAIN ITS OWN COUNSEL AT BORROWERS' EXPENSE.
NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT, THE OBLIGATION OF EACH
BORROWER UNDER THIS SECTION 12.2 SHALL SURVIVE THE PAYMENT IN FULL OF THE
OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT. NOTHING CONTAINED IN THIS
SECTION 12.2 SHALL PREVENT ANY BORROWER FROM BRINGING A SEPARATE ACTION AGAINST
ANY PARTY HERETO FOR BREACH BY SUCH PARTY OF ANY CONTRACTUAL OBLIGATION OF SUCH
PARTY CONTAINED IN THE LOAN DOCUMENTS, NOR SHALL THE PROVISIONS OF THIS SECTION
12.2 BE APPLICABLE WITH RESPECT TO ANY ACTION BETWEEN A BORROWER AND ANY OTHER
PARTY FOR BREACH OF CONTRACTUAL OBLIGATION CONTAINED IN THE LOAN DOCUMENTS IN
WHICH SUCH BORROWER IS THE PREVAILING PARTY.

         12.3 MODIFICATION OF AGREEMENT; SALE OF INTEREST. (a) The Loan
Documents constitute the complete agreement between the parties with respect to
the subject matter hereof and may not be modified, altered or amended except by
an agreement in writing signed by each Borrower, Required Lenders and, if
required by the terms hereof, Agent. No Borrower may sell, assign or transfer
any of the Loan Documents, or any of the Obligations, or any portion thereof,
including without limitation, any Borrower's rights, title, interests, remedies,
powers and duties hereunder or thereunder. Each Borrower hereby consents to
Agent's and any Lender's sale of participation, assignment, transfer or other
disposition in accordance with the terms hereof, at any time or times, of any of
the Loan Documents or of any portion thereof or interest therein, including,
without limitation, Agent's and any Lender's rights, title, interests, remedies,
powers or duties thereunder, whether evidenced in writing or not; each Borrower
agrees that it will use commercially reasonable efforts to assist and cooperate
with Agent and any Lender in any manner reasonably requested by Agent or such
Lender to effect the sale of participation in or assignment of any of the Loan
Documents or of any portion thereof or interest therein, including, without
limitation, assistance in 













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the preparation of appropriate disclosure documents or placement memoranda and
executing appropriate amendments to the signature pages hereto to reflect the
addition of any Lenders and such Lender's respective commitments. The foregoing
notwithstanding, except with respect to sales, assignments or transfers to
Affiliates under common control pursuant to which the selling, assigning or
transferring Lender retains its voting rights, no Lender shall sell a
participation or assign, transfer or otherwise dispose of any of the Loan
Documents or any portion thereof or interest therein, without the prior written
consent of Agent, which shall not be unreasonably withheld.

                  (b) In respect to any assignment by a Lender of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Revolving Credit Loan Commitments, the Revolving Credit Loans
owed to it and the Revolving Credit Note held by it, all or a portion of the
Term Loan owned to it and the Term Note held by it and the Acquisition Loan
Commitments, the Acquisition Loans owed to it and the Acquisition Loan Note(s)
held by it) (i) each such assignment shall be of a uniform, and not a varying,
percentage of all rights and obligations, (ii) except in the case of an
assignment of all of a Lender's rights and obligations under this Agreement, (A)
the aggregate amount of the Revolving Loan, Acquisition Loan and Term Loan
Commitments of the assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000, and in
integral multiples of $1,000,000 thereafter, or such lesser amount as to which
Holdings and the Agent may consent to and (B) after giving effect to each such
assignment in the amount of the Revolving Loan, Acquisition Loan and Term Loan
Commitments of the Assigning Lender shall in no event be less than $5,000,000,
(iii) the parties to each such assignment shall execute and deliver to the
Agent, for its acceptance, an Assignment and Acceptance Agreement among the
parties to such Assignment, in form and substance acceptable to Agent, together
with any Revolving Credit Note, Term Note or Acquisition Note(s) subject to such
assignment and a processing and recordation fee of $3,500, and (iv) any Lender
may without the consent of any Borrower or the Agent, and without paying any
fee, assign to any Affiliate of such Lender that is a bank or financial
institution all of its rights and obligations under this Agreement. The
foregoing notwithstanding, no Person may become a Lender or a Participating
Lender hereunder, unless such Person is a financial institution having
stockholders' equity (or the equivalent) of at least One Hundred Million Dollars
($100,000,000). Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in such Assignment and Acceptance (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto). If, pursuant to this SECTION
12.3, any interest in this Agreement or any Revolving Credit Loan, the Term Loan
or any Acquisition Loan, Note, Letter of Credit or LC Guaranty is transferred to
any transferee which is organized under the laws of any jurisdiction other than
the United States or any state thereof, the transferor Lender shall cause such
transferee (other than any Participating Lender), and may cause any
Participating Lender concurrently with the effectiveness of such transfer, (a)
to represent to the transferor Lender (for the benefit of the transferor Lender,
Agent and Borrower) that under 












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applicable law and treaties no Taxes will be required to be withheld by Agent,
Borrower or the transferor Lender with respect to any payments to be made to
such transferee in respect of the Revolving Credit Loans, Term Loan, Acquisition
Loans, Notes, Letters of Credit or LC Guaranties, (b) to furnish to the
transferor Lender, Agent and Borrowers either U.S. Internal Revenue Service Form
4224 or U.S. Internal Revenue Service Form 1001 (wherein such transfer claims
entitlement to complete exemption form U.S. federal withholding tax on all
interest payments hereunder), and (c) to agree (for the benefit of the
transferor Lender, Holdings and Borrowers) to provide the transferor Lender,
Agent and Borrowers a new Form 4224 or Form 1001 upon the obsolescence of any
previously delivered form and comparable statements in accordance with
applicable U.S. laws and regulations and amendments duly executed and completed
by such transferee, and to comply from time to time with all applicable U.S.
laws and regulations with regard to such withholding tax exemption.

                  (c) In addition to, and not in limitation of the foregoing,
each Borrower acknowledges that if FCC intends to sell, assign or participate
any of its Revolving Credit Loan Commitments, Term Loan Commitment and
Acquisition Loan Commitments, each Borrower agrees to use its best efforts to
assist FCC in any respect to any such sale, assignment or participation.

                  (d) In the event any Lender assigns or otherwise transfers all
or any part of its Revolving Credit Note, Term Note or Acquisition Note(s) any
such Lender shall so notify Borrower and Borrower shall, upon the request of
such Lender, issue new Revolving Credit Notes, Term Notes and Acquisition Notes
in exchange for the old Revolving Credit Notes, Term Notes and Acquisition
Notes.

                  (e) Any Lender may at any time sell to one or more commercial
banks, financial institutions, or other Persons not Affiliates of any Loan Party
(a "PARTICIPATING LENDER") participating interests in any Loans, the commitments
of that Lender and the other interests of that Lender (the "ORIGINATING LENDER")
hereunder and under the other Loan Documents; PROVIDED, however, that (i) the
originating Lender's obligations under this Agreement shall remain unchanged,
(ii) the originating Lender shall remain solely responsible for the performance
of such obligations, (iii) each Borrower and the Agent shall continue to deal
solely and directly with the originating Lender in connection with the
originating Lender's rights and obligations under this Agreement and the other
Loan Documents, and (iv) no Lender shall grant any participation under which the
Participating Lender shall have rights to approve any amendment to or waiver of
this Agreement or the Loan Documents, except to the extent such amendment or
waiver would: (A) extend the final maturity date for payment of the Loans in
which such Participating Lender is participating; (B) reduce the interest rate
or the amount of principal or fees applicable to the Loans in which such
Participating Lender is participating; or (C) release all or substantially all
of the Collateral, except as expressly provided herein. In those cases in which
an originating Lender grants rights to a Participating Lender to approve any
amendment to or waiver of this Agreement or the other Loan Documents respecting
the matters described in clauses (A) through (C) of the preceding sentence, the
relevant participation agreements shall provide for a voting mechanism whereby a
majority of the amount of such Lender's portion of the Loans (irrespective of
whether held by such Lender or participated) shall control the vote for all of
such Lender's portion of the Loans. In the case of any participation, the
Participating Lender shall not have any rights under this Agreement or any of
the other Loan














                                       60
<PAGE>   69

Documents entered into in connection herewith (the Participating Lender's right
against such Lender in respect of such participation to be those set forth in
the participation or other agreement executed by such Lender and the
Participating Lender relating thereto). In no event shall any Participating
Lender grant a participation in its participation interest in the Loans without
the prior written consent of Agent, which approval shall not be unreasonably
withheld. All amounts payable by any Borrower hereunder shall be determined as
if the originating Lender had not sold any such participation, except that, if
amounts outstanding under this Agreement are due and unpaid, or shall have been
declared or shall have become due and payable upon the occurrence of an Event of
Default, each Participating Lender shall be deemed to have the right of set-off
in respect of its participating interest in amounts owing under this Agreement
to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under this Agreement.

                  (f) Notwithstanding any other provision in this Agreement, any
Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board or U.S.
Treasury Regulation 31 C.F.R. section 203.14, and such Federal Reserve Bank may
enforce such pledge or security interest in any manner permitted under
applicable law.

                  (g) No amendment or waiver of any provision of this Agreement
or the Notes or any other Loan Document, nor consent to any departure by any
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; PROVIDED, however: (a) that no amendment, waiver or consent
shall, unless in writing and signed by each Lender affected thereby do any of
the following: (i) increase the aggregate Revolving Credit Loan Commitments,
increase the aggregate Acquisition Loan Commitments or subject any Lender to any
additional obligations, (ii) reduce the principal of, or decrease the rate of
interest on, the Notes or other amount payable hereunder other than those
payable only to FCC in its capacity as Agent which may be reduced by FCC
unilaterally, (iii) postpone any date fixed for any payment of principal of, or
interest on, the Notes or other amounts payable hereunder, other than those
payable only to FCC in its capacity as Agent which may be postponed by FCC
unilaterally, (iv) reduce the aggregate unpaid principal amount of the Notes, or
the number of Lenders which shall be required for the Lenders or any of them to
take any action hereunder, (v) release or discharge any Person liable for the
performance of any obligations of any Borrower hereunder or under any of the
Loan Documents, (vi) subject to the provisions of SECTION 1.1.1(c) increase the
advance rates contained in the definition of the Borrowing Base, (vii) to the
extent Agent's or Lenders' consent is required by the terms hereof, release all
or substantially all of the Collateral or (viii) amend this SECTION 12.3; (b)
that no amendment, waiver or consent shall be effective unless in writing and
signed by either Required Lenders or all Lenders, as required by the terms
hereof and, if such amendment, waiver or consent affects Agent or its rights
hereunder, Agent.

                  (h) The foregoing notwithstanding, Agent on behalf of itself
and all Lenders may waive Events of Default arising from the breach of any of
the financial covenants contained in SECTION 8.3 if the deviation from each such
financial covenant does not exceed ten percent (10%).



                                       61
<PAGE>   70

         12.4 SEVERABILITY. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

         12.5 SUCCESSORS AND ASSIGNS. This Agreement, the Other Agreements and
the Security Documents shall be binding upon and inure to the benefit of the
successors and assigns of each Borrower, Agent and Lenders permitted under
SECTION 12.3.

         12.6 CUMULATIVE EFFECT; CONFLICT OF TERMS. The provisions of the Other
Agreements and the Security Documents are hereby made cumulative with the
provisions of this Agreement. Except as otherwise provided in SECTION 3.2 and
except as otherwise provided in any of the other Loan Documents by specific
reference to the applicable provision of this Agreement, if any provision
contained in this Agreement is in direct conflict with, or inconsistent with,
any provision in any of the other Loan Documents, the provision contained in
this Agreement shall govern and control.

         12.7 EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which counterparts taken together shall constitute but one and the
same instrument.

         12.8 NOTICE. Except as otherwise provided herein, all notices, requests
and demands to or upon a party hereto, to be effective, shall be in writing and
shall be sent by certified or registered mail, return receipt requested, by
personal delivery against receipt, by overnight courier or by facsimile and,
unless otherwise expressly provided herein, shall be deemed to have been validly
served, given or delivered immediately when delivered against receipt, three
Business Days after deposit in the mail, postage prepaid, or one Business Day
after delivery to an overnight courier or, in the case of facsimile notice, when
sent, addressed as follows:

             (A)   If to Agent:        Fleet Capital Corporation
                                       2711 N. Haskell Avenue
                                       Suite 2100
                                       Dallas, Texas 75204
                                       Attention:  Loan Administration Manager
                                       Facsimile No.: (214) 828-6530

                   With a copy to:     Gardere & Wynne, L.L.P.
                                       1601 Elm Street
                                       3000 Thanksgiving Tower
                                       Dallas, Texas  75201
                                       Attention:  Gary B. Clark
                                       Facsimile No.: (214) 999-4667

             (B)   If to any Borrower: Ramsay Health Care, Inc.




                                       62
<PAGE>   71

                                          One Alhambra Plaza, Suite 750
                                          Coral Gables, Florida 33134
                                          Attention:  Chief Financial Officer
                                          Facsimile No.: (305) 569-4647

                      With a copy to:     Haythe & Curley
                                          237 Park Avenue
                                          New York, New York 10017
                                          Attention: Bradley P. Cost
                                          Facsimile No.: (212) 682-0200

                  (C) If to any Lender, at its address indicated on the
signature pages hereof or in a notice to Borrowers of assignment of a Note.

         Or to such other address as each party may designate for itself by
notice given in accordance with this SECTION 12.8; PROVIDED, HOWEVER, that any
notice, request or demand to or upon Agent or Lenders pursuant to SECTION 3. 1.
1 or SECTION 4.2.2 shall not be effective until received by Agent or Lenders.

         12.9 LENDER'S CONSENT. Whenever Agent's, Required Lenders' or Lenders'
consent is required to be obtained under this Agreement, any of the Other
Agreements or any of the Security Documents as a condition to any action,
inaction, condition or event, unless otherwise specifically provided herein,
Agent, Required Lenders or Lenders, as applicable, shall be authorized to give
or withhold such consent in its sole and absolute discretion and to condition
its consent upon the giving of additional collateral security for the
Obligations, the payment of money or any other matter.

         12.10 CREDIT INQUIRIES. Each Borrower hereby authorizes and permits
Agent to respond to usual and customary credit inquiries from third parties
concerning any Loan Party.

         12.11 TIME OF ESSENCE. Time is of the essence of this Agreement, the
Other Agreements and the Security Documents.

         12.12 ENTIRE AGREEMENT, APPENDIX A AND EXHIBITS. This Agreement and
other Loan Documents, together with all other instruments, agreements and
certificates executed by the parties in connection therewith or with reference
thereto, embody the entire understanding and agreement between the parties
hereto and thereto with respect to the subject matter hereof and thereof and
supersede all prior agreements, understandings and inducements, whether express
or implied, oral and written. APPENDIX A and each of the EXHIBITS attached
hereto are incorporated into this Agreement and by this reference made a part
hereof.

         12.13 INTERPRETATION. No provision of this Agreement or any of the
other Loan Documents shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or judicial
authority by reason of such party having or being deemed to have structured or
dictated such provision.











                                       63
<PAGE>   72

         12.14 GOVERNING LAW; CONSENT TO FORUM. THIS AGREEMENT HAS BEEN
NEGOTIATED, EXECUTED AND DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN MADE IN
DALLAS, DALLAS COUNTY, TEXAS. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS; PROVIDED, HOWEVER, THAT IF
ANY OF THE COLLATERAL SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN TEXAS, THE
LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE AND
FORECLOSURE OF AGENT'S LIEN (FOR ITS BENEFIT OR THE RATABLE BENEFIT OF LENDERS)
UPON SUCH COLLATERAL AND THE ENFORCEMENT OF AGENT'S AND LENDERS' OTHER REMEDIES
IN RESPECT OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION
ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF TEXAS. AS PART OF THE
CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE
DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF BORROWER, AGENT OR ANY LENDER, EACH
BORROWER HEREBY CONSENTS AND AGREES THAT THE DISTRICT COURT OF DALLAS COUNTY,
TEXAS, OR, AT AGENT'S OPTION, THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF TEXAS, DALLAS DIVISION, SHALL HAVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY BORROWER AND AGENT AND/OR LENDERS
PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS
AGREEMENT. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH
BORROWER HEREBY WAIVES ANY OBJECTION WHICH ANY SUCH BORROWER MAY HAVE BASED UPON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWERS AT THE ADDRESS SET FORTH IN
THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
EARLIER OF ANY BORROWER'S ACTUAL RECEIPT THEREOF OR 3 BUSINESS DAYS AFTER
DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. NOTHING IN THIS AGREEMENT
SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF AGENT OR LENDERS TO SERVE
LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE
ENFORCEMENT BY AGENT OR LENDERS OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM
OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER
APPROPRIATE FORUM OR JURISDICTION.

         12.15 WAIVERS BY BORROWER. EACH BORROWER WAIVES (i) THE RIGHT TO TRIAL
BY JURY (WHICH AGENT AND LENDERS HEREBY ALSO WAIVE IN ANY ACTION, SUIT,
PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE
LOAN DOCUMENTS, THE OBLIGATIONS OR THE 





                                       64
<PAGE>   73

COLLATERAL: (ii) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT,
PROTEST, DEFAULT, NON PAYMENT, MATURITY, RELEASE, COMPROMISE SETTLEMENT,
EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS,
DOCUMENTS, INSTRUMENTS CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY AGENT'S
AND LENDERS ON WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY RATIFY AND
CONFIRM WHATEVER AGENT OR LENDERS MAY DO IN THIS REGARD; (iii) NOTICE PRIOR TO
TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH
MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING AGENT OR LENDERS TO EXERCISE
ANY OF AGENT'S OR ANY LENDERS' REMEDIES; (iv) THE BENEFIT OF ALL VALUATION,
APPRAISEMENT AND EXEMPTION LAWS; AND (v) NOTICE OF ACCEPTANCE HEREOF. EACH
BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO
AGENT OR ANY LENDER ENTERING INTO THIS AGREEMENT AND THAT AGENT AND LENDERS ARE
RELYING UPON THE FOREGOING WAIVERS IN THEIR FUTURE DEALINGS WITH EACH BORROWER.
EACH BORROWER WARRANTS AND REPRESENTS THAT THEY HAVE REVIEWED THE FOREGOING
WAIVERS WITH THEIR LEGAL COUNSEL AND HAVE KNOWINGLY AND VOLUNTARILY WAIVED THEIR
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.

         12.16 PUBLICITY. Each Borrower hereby consents to Agent's use of the
name or trade style of each such Borrower in any announcements or advertisements
relating to the completion of the transactions contemplated hereby and the role
played by Agent in providing financing to each Borrower hereunder in such media
and in such manner as Agent, with the prior written consent of Holdings, which
shall not be unreasonably withheld or delayed, deems appropriate.

         12.17 ORAL AGREEMENTS INEFFECTIVE. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND THE SAME MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.

         12.18 NONAPPLICABILITY OF ARTICLE 5069-15.01 ET. SEQ. Each Borrower,
Agent and Lenders hereby agree that, except for SECTION 346.004 of the Texas
Finance Code, the provisions of Chapter 346 of the Texas Finance Code and except
for SECTION 15.10(b) thereof, the provisions of Tex. Rev. Civ. Stat. Ann. art.
5069-15.01 ET SEQ. (Vernon 1987) (each regulating certain revolving credit loans
and revolving tri-party accounts) shall not apply to this Agreement or any of
the other Loan Documents.

         12.19 CERTAIN MATTERS OF CONSTRUCTION. All references to statutes and
related regulations in this Agreement, the Other Agreements and the Security
Agreements shall include any amendments of same and any successor statutes and
regulations. All references in this Agreement, the Other Agreements and the
Security Agreements to any of the Loan Documents shall include any and all
modifications thereto and any and all extensions or renewals thereof.




                                       65
<PAGE>   74

                            [SIGNATURE PAGES FOLLOW]

         IN WITNESS WHEREOF, this Agreement has been duly executed in Dallas,
Texas, on the day and year specified at the beginning of this Agreement.

Borrowers:

RAMSAY HEALTH CARE, INC.
RAMSAY YOUTH SERVICES, INC.
BETHANY PSYCHIATRIC HOSPITAL, INC.
BOUNTIFUL PSYCHIATRIC HOSPITAL, INC.
EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
HAVENWYCK HOSPITAL, INC.
H. C. CORPORATION
HSA HILL CREST CORPORATION
HSA OF OKLAHOMA, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
RAMSAY EDUCATIONAL SERVICES, INC.
RAMSAY LOUISIANA, INC.
RAMSAY MANAGED CARE, INC.
RAMSAY YOUTH SERVICES OF ALABAMA, INC.
RAMSAY YOUTH SERVICES OF FLORIDA, INC.
RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, INC.
RHCI SAN ANTONIO, INC.
TRANSITIONAL CARE VENTURES, INC.
TRANSITIONAL CARE VENTURES (TEXAS), INC.

By:
   --------------------------------
Name:    Jorge Rico
Title:   Vice President


H. C. PARTNERSHIP
By:  H.C. CORPORATION, General Partner
By:  HSA HILL CREST CORPORATION, General Partner

       By:
          ------------------------------
       Name:      Jorge Rico
       Title:     Vice President


                                Accepted in Dallas, Texas:




                                       66
<PAGE>   75

                              FLEET CAPITAL CORPORATION
                              ("Agent" and "Lender")

                              By:
                                 ------------------------------------
                              Name:    Rosemary Davis
                              Title:   Vice President

                              Revolving Credit Loan Commitment of: $8,000,000

                              Term Loan Commitment: $8,000,000

                              Acquisition Loan Commitment: $6,000,000


                              2711 N. Haskell Avenue
                              Suite 2100
                              Dallas, Texas 75204
                              Attention: Loan Administration Manager

                                   Facsimile No.: (214) 828-6530





















                                       67
<PAGE>   76




                                   APPENDIX A
                               GENERAL DEFINITIONS

         When used in the Loan and Security Agreement dated as of October 30,
1998, by and among Ramsay Health Care, Inc. ("Holdings"), ET AL., as Borrowers
(Holdings and the other Persons defined therein as "Borrowers" are hereinafter
referred to collectively as "Borrowers"), the lender signatories thereto
("Lenders") and Fleet Capital Corporation ("FCC") as agent for said Lenders
(FCC, in such capacity, Agent"), the following terms shall have the following
meanings (terms defined in the singular to have the same meaning when used in
the plural and vice versa):

                  ACCOUNT DEBTOR - any Person who is or may become obligated
         under or on account of an Account of any Borrower.

                  ACCOUNTS - with respect to any Person, all accounts, accounts
         receivable, notes receivable contract rights (in any such case to the
         extent a security interest can be granted in particular contracts)
         instruments, notes, drafts, acceptances, documents, chattel paper, any
         right of to payment for goods sold or leased or for services rendered,
         whether arising out of the sale of Inventory (as hereinafter defined)
         or otherwise and whether or not earned by performance, and all other
         forms of obligations owing to such Person, and all of such Person's
         rights to any merchandise (including without limitation any returned or
         repossessed goods and the right of stoppage in transit which is
         represented by, arises from or is related to any of the foregoing)
         whether now existing or hereafter arising, and however evidenced or
         acquired, in which such Person now has or hereafter acquires any
         interest or rights, including, without limitation, all present and
         future rights to payment for services or goods or merchandise sold,
         accounts, receivables, contract rights, chattel paper, instruments,
         documents, rights to payment, reimbursement or settlement (including
         cost report or other governmental settlements) under Medicare,
         Medicaid, CHAMPUS, other government-sponsored or funded health care
         programs or insurance or other medical benefit payments assigned to any
         Borrower by a customer or pursuant to any preferred provider, HMO,
         capitated payment agreements, managed care contracts, or other
         Debtor-Payor agreements, and General Intangibles relating to all of the
         foregoing.

                  ACQUISITION BASE RATE PORTION - that portion of the
         Acquisition Loans not subject to Eurodollar Option.

                  ACQUISITION EURODOLLAR PORTION - that portion of the
         outstanding Acquisition Loans specified in the Eurodollar Request in
         accordance with the terms hereof, which does not exceed the outstanding
         balance of the Acquisition Loans not already subject to a Eurodollar
         Option plus the amount of any expiring Acquisition Eurodollar Portion,
         and which as of the date of the Eurodollar Request specifying such
         Acquisition Eurodollar Portion has met the conditions for basing
         interest on the Eurodollar Rate in SECTION 2.1(b) and in the definition
         of Eurodollar Portion, and the Eurodollar Period of which was commenced
         and not terminated.

                  ACQUISITION LOAN COMMITMENT - as defined in SECTION 1.2.2.

                                       1
<PAGE>   77

                  ACQUISITION LOAN COMMITMENT TERMINATION DATE - the earliest of
         (i) October 29, 1999, unless otherwise extended for a period of not
         more than one year by written agreement among Holdings, Borrowers,
         Agent and Lenders, (ii) the date of termination of the commitment to
         make further Acquisition Loans pursuant to SECTION 4.2, and (iii) the
         date of termination of the commitment to make further Revolving Credit
         Loans pursuant to SECTION 10.2.

                  ACQUISITION LOAN PERCENTAGE - as defined in SECTION 1.2.2.

                  ACQUISITION LOAN PERIOD - as defined in Section 1.2.2.

                  ACQUISITION LOANS - the Loans to be made by Lender to Borrower
         pursuant to SECTION 1.2.2.

                  ACQUISITION NOTE - each Secured Promissory Note (Acquisition
         Note) to be executed in favor of each Lender as provided in SECTION
         1.2.2 which shall be in the form of EXHIBIT A-2.

                  ADJUSTED NET EARNINGS FROM OPERATIONS (OR LOSS) - with respect
         to any fiscal period, means the net earnings (or loss) after provision
         for income taxes for such fiscal period of Holdings, as reflected on
         the financial statement of Holdings supplied to Agent and Lenders
         pursuant to SECTION 8.1.3, but excluding:

                  (i) any gain or loss arising from the sale of capital assets;

                  (ii) any gain or loss arising from any write-up or write-down
         of assets;

                  (iii) earnings of any Subsidiary of Holdings accrued prior to
         the date it became a Subsidiary;

                  (iv) earnings of any corporation, substantially all the assets
         of which have been acquired in any manner by Holdings or any Subsidiary
         of Holdings, realized by such corporation prior to the date of such
         acquisition;

                  (v) net earnings of any business entity (other than a domestic
         Subsidiary of Holdings) in which Holdings has an ownership interest
         unless such net earnings shall have actually been received by Holdings
         in the form of cash distributions;

                  (vi) any portion of the net earnings of any Subsidiary of
         Holdings which for any reason (other than the provisions of this
         Agreement) is unavailable for payment of dividends to Holdings;

                  (vii) any restoration to income of any reserve;

                  (viii) the earnings of any Person to which any assets of any
         Borrower shall have been sold, transferred of disposed of, or into
         which such Borrower shall have merged, or 


                                        2
<PAGE>   78

         been a party to any consolidation or other form of reorganization,
         prior to the date of such transaction;

                  (ix) any gain arising from the acquisition of any Securities
         or any Borrower;

                  (x) the effect of the application of the rules of Purchase 
         Accounting (as set forth in APB No. 16, as amended); and

                  (xi) any gain from extraordinary or non-recurring items.

                  ADJUSTMENT DATE - as defined in SECTION 2.1.

                  AFFILIATE - a Person (other than a Subsidiary): (i) which
         directly or indirectly through one or more intermediaries controls, or
         is controlled by, or is under common control with, a Person; (ii) which
         beneficially owns or holds 5 % or more of any class of the Voting Stock
         of a Person; or (iii) 5 % or more of the Voting Stock (or in the case
         of a Person which is not a corporation, 5 % or more of the equity
         interest) of which is beneficially owned or held by a Person or a
         Subsidiary of a Person. For the purpose of this definition, "control"
         of a Person shall mean the possession, directly or indirectly, of the
         power to direct or cause the direction of its management policies,
         whether through the ownership of voting securities, by contract or
         otherwise.

                  AGREEMENT - the Loan and Security Agreement referred to in the
         first sentence of this Appendix A and all Exhibits thereto and this
         APPENDIX A.

                  APPLICABLE ANNUAL Rates - the interest rates payable on the
         outstanding Base Rate Portion and the outstanding Eurodollar Portions
         pursuant to SECTION 2.1.1(a).

                  APPLICABLE LAW - all laws, rules and regulations applicable to
         the Person, conduct, transaction, covenant or Loan Documents in
         question, including all applicable common law and equitable principles;
         all provisions of all applicable state and federal constitutions,
         statutes, rules, regulations and orders of government bodies; and
         orders, judgments and decrees of all courts and arbitrators.

                  ALTA SURVEY - a survey prepared in accordance with the
         standards adopted by the American Land Title Association and the
         American Congress on Surveying and Mapping in 1986, known as the
         "Minimum Standard Detail Requirements of Land Title Surveys". The ALTA
         Survey shall be in sufficient form to satisfy the requirements of
         Commonwealth Land Title Company or such other title insurance company
         that is reasonably satisfactory to Agent, to provide extended coverage
         over survey defects and shall also show the location of all easements,
         utilities, and covenants of record, encroachments from any adjoining
         property, and certify as to the location of any flood plain area
         affecting the subject real estate. The ALTA Survey shall contain the
         following certification: "To [BORROWER], Inc. Fleet Capital
         Corporation, as agent and ___________________ Title Insurance Company.
         This is to certify that this map of plat and the survey on which it is
         based were made in accordance with the "Minimum Standard Detail
         Requirements for Land Title Surveys" jointly 




                                       3
<PAGE>   79

         established and adopted by ALTA and ACSM in 1986. (signed (SEAL) 
         License No. ___________").

                  ASSIGNMENT AND ACCEPTANCE - as defined in SECTION 12.3.

                  ASSIGNMENT AND ACCEPTANCE AGREEMENT - an agreement among
         Agent, a Lender and such Lender's assignee regarding their respective
         rights and obligations with respect to assignments of the Loans, the
         Revolving Credit Loan Commitment and other interests under this
         Agreement and the other Loan Documents.

                  AVAILABILITY - the amount of money which Borrowers are
         entitled to borrow from time to time as Revolving Credit Loans, such
         amount being the difference derived when the sum of the principal
         amount of Revolving Credit Loans then outstanding (including any
         amounts which Agent or any Lender may have paid for the account of
         Borrowers pursuant to any of the Loan Documents and which have not been
         reimbursed by Borrowers) PLUS the amount of any reserves established by
         Agent pursuant to SECTION 1.1.1 is subtracted from the Borrowing Base.
         If the amount outstanding is equal to or greater than the Borrowing
         Base, Availability is 0.

                  AVERAGE MONTHLY ACQUISITION LOAN BALANCE -the amount obtained
         by adding the aggregate unpaid principal amount of the Acquisition
         Loans at the end of each day during the month in question and by
         dividing such sum by the number of days in such month.

                  AVERAGE MONTHLY REVOLVING CREDIT LOAN BALANCE - the amount
         obtained by adding the aggregate unpaid principal amount of Revolving
         Credit Loans plus the LC Amount at the end of each day during the month
         in question and by dividing such sum by the number of days in such
         month.

                  BANK - Fleet National Bank.

                  BASE RATE - the rate of interest announced or quoted by Bank
         from time to time as its prime rate for commercial loans, whether or
         not such rate is the lowest rate charged by Bank to its most preferred
         borrowers; and, if such prime rate for commercial loans is discontinued
         by Bank as a standard, a comparable reference rate designated by Bank
         as a substitute therefor shall be the Base Rate.

                  BASE RATE MARGIN - as defined in SECTION 2.1.1.

                  BASE RATE PORTION - that portion of the Loans not subject to a
         Eurodollar Option.

                  BOARD - the Board of Governors of the Federal Reserve System
         of the United States.








                                       4



<PAGE>   80



                  BORROWING BASE - as at any date of determination thereof, an 
amount equal to the lesser of:

                           (1) Eight Million Dollars ($8,000,000); or

                           (2) (a) prior to the Borrowing Base Change Date, the
                  amount equal to fifty percent (50%) of the amount of Net
                  Accounts as determined from the most recent Consolidated
                  balance sheet of Borrowers furnished to Agent pursuant to
                  SECTION 8.1.3(ii), or (b) from and after the Borrowing Base
                  Change Date, an amount equal to the sum of (i) eighty-five
                  percent (85%) of Net Eligible Accounts; PLUS (ii) the lesser
                  of (x) $2,500,000 and (y) eighty-five percent (85%) of Net
                  Eligible Unbilled Accounts; PLUS (iii) the lesser of (x)
                  $350,000 and (y) eighty-five percent (85%) of Net Eligible
                  Self-Pay Accounts; MINUS (iv) any amounts which Agent
                  reasonably expects it or Lenders may be obligated to pay in
                  the future for the account of any Borrower.

         MINUS (subtract (3) below from the lesser of (1) or, as applicable, 
         (2)(a) or (2)(b) above)

                           (3) an amount equal to the LC Amount.

                  BORROWING BASE CERTIFICATE - as defined in SECTION 8.1.9.

                  BORROWING BASE CHANGE NOTICE - a written notice (a) from
         Holdings to Agent as contemplated in SECTION 1.1.1.(i), pursuant to
         which notice is given by Holdings to Agent of Borrower's election to
         change the Variable Component from Variable Amount A to Variable Amount
         B, or (b) from Agent to Borrowers as contemplated in SECTION
         1.1.1.(ii), pursuant to which notice is given by Agent to Borrowers of
         the change of the Variable Component from Variable Amount A to Variable
         Amount B.

                  BORROWING BASE CHANGE DATE - the third Business Day following
         the date on which the Borrowing Base Change Notice is given.

                  BUSINESS DAY - (i) when used with respect to the Eurodollar
         Option, shall mean a day on which dealings may be effected in deposits
         of United States dollars in the London interbank foreign currency
         deposits market and on which the Agent is conducting business and on
         which banks may conduct business in London, England, Dallas, Texas, and
         New York, New York and (ii) when used with respect to the other
         provisions of this Agreement, shall mean any day that is not a
         Saturday, a Sunday or a day on which banks are required or permitted to
         be closed either in the State of Texas or in the State of Florida.

                  CALCULATION PERIOD - as defined in SECTION 2.1.

                  CAPITAL EXPENDITURES - expenditures made or liabilities
         incurred by any Borrower for the acquisition of any fixed assets or
         improvements, replacements, substitutions or additions thereto which
         have a useful life of more than one year, including the total principal
         portion of such Borrower's Capitalized Lease Obligations.



                                        5
<PAGE>   81

                  CAPITAL LEASES - a lease that is required to be capitalized
         for financial reporting purposes in accordance with GAAP.

                  CAPITALIZED LEASE OBLIGATION - any Indebtedness of any Person
         represented by obligations under a Capital Lease.

                  CLAIMS - all presently existing and hereafter created
         Accounts, and other forms of obligations or rights to payment for
         services rendered or goods sold, including, but not limited to, any and
         all rights to payment, reimbursement or settlement (including cost
         report settlements) under Medicare, Medicaid, CHAMPUS, or other
         government-sponsored or funded programs or insurance or other medical
         benefit rights covering any customer that were assigned by such
         customer to Borrower or pursuant to preferred provider, HMO or other
         Debtor-Payor agreements and any General Intangibles or contract rights
         relating thereto owed to or owned by Borrower whether directly, as
         assignee, by law or otherwise in respect of, arising or resulting from
         the sale or rental of equipment, supplies or merchandise to its
         customers by Borrower, all guaranties and security therefor, and all
         goods and rights represented thereby or arising therefrom and all
         proceeds of any of the foregoing.

                  CLOSING DATE - the date on which all of the conditions
         precedent in SECTION 9 of the are satisfied and the initial Loan is
         made.

                  CODE - the Uniform Commercial Code as adopted and in force in
         the State of Texas, as from time to time in effect.

                  COLLATERAL - all of the Property and interests in Property
         described in SECTION 5, and all other Property and interests in
         Property that now or hereafter secure the payment and performance of
         any of the Obligations.

                  COLLECTIONS - all cash, funds, checks, notes, instruments and
         other forms of remittance tendered by account debtors in payment of
         Accounts or otherwise tendered in payment of inventory purchased or
         services provided.

                  COMMITMENT TERMINATION DATE - the earliest of (i) October 29,
         2003, (ii) the date of termination of the commitment to make further
         Revolving Credit Loans pursuant to SECTION 4.2, and (iii) the date of
         termination of the commitment to make further Revolving Credit Loans
         pursuant to SECTION 10.2.

                  COMMON STOCK - the common stock of Holdings, $.01 par value
         per share.

                  CONSOLIDATED - the consolidation in accordance with GAAP of
         the accounts or other items as to which such term applies.

                  CONTROL GROUP - collectively, Paul Ramsay Holdings Pty.
         Limited, an Australian corporation, and its Affiliates.



                                       6
<PAGE>   82




                  CURRENT ASSETS - of any Person(s) means at any date the amount
         at which all of the current assets of such Person(s) would be properly
         classified as current assets shown on a balance sheet of such Person at
         such date in accordance with GAAP including amounts due from Affiliates
         and investments in Affiliates.

                  CURRENT LIABILITIES - of any Person(s) means at any date the
         amount at which all of the current liabilities of such Person(s) would
         be properly classified as current liabilities on a balance sheet at
         such date in accordance with GAAP including current maturities of any
         long-term Indebtedness.

                  DATED ASSETS - as defined in SECTION 1.4(c).

                  DATED LIABILITIES - as defined in SECTION 1.4(c).

                  DEFAULT - an event or condition the occurrence of which would,
         with the lapse of time or the giving of notice, or both, become an
         Event of Default.

                  DEFAULT RATE - as defined in SECTION 2.1.2.

                  DISTRIBUTION - in respect of any corporation means and
         includes: (i) the payment of any dividends or other distributions on
         capital stock of the corporation (except distributions in such stock)
         and (ii) the redemption or acquisition of Securities unless made
         contemporaneously from the net proceeds of the sale of Securities.

                  DOMINION ACCOUNT - a special account of Agent for its benefit
         and the ratable benefit of Lenders established by Borrowers pursuant to
         the Agreement at a bank selected by Borrowers, but acceptable to Agent
         in its reasonable discretion, and over which Agent for its benefit and
         the ratable benefit of Lenders shall have sole and exclusive access and
         control for withdrawal purposes.

                  EBIT - with respect to any fiscal period, the Consolidated
         Adjusted Net Earnings From Operations (or Loss) of Holdings, before
         interest expense and taxes for said period as determined in accordance
         with GAAP, excluding the impact, if any, from purchase accounting.

                  EBITDA - with respect to any fiscal period, EBIT PLUS
         depreciation and amortization expense for such period.

                  ELIGIBLE ACCOUNT - an Account arising in the ordinary course
         of business of any Borrower or any Subsidiary of any Borrower (other
         than Inactive Subsidiaries) from the sale of goods or rendition or
         services which Agent, in its sole credit judgment, deems to be an
         Eligible Account.  Without limiting the generality of the foregoing, 
         no Account shall be an Eligible Account if:

                           (i) it arises out of a sale made by or services
                  performed by any Borrower or any Subsidiary to another
                  Borrower, any Subsidiary of any Borrower or an 






                                        7
<PAGE>   83



                  Affiliate of any Borrower or to a Person controlled by an 
                  Affiliate of any Borrower; or

                           (ii) it is unpaid for more than 120 days after the
                  original invoice date; or

                           (iii) 25% or more of the Accounts from the Account
                  Debtor are not deemed Eligible Accounts hereunder; or

                           (iv) the total unpaid Accounts payable through
                  Medicaid or through any single state healthcare agency Payor
                  exceed 50% of the net amount of all Eligible Accounts, on a
                  Consolidated basis, to the extent of such excess; or

                           (v) the total unpaid Accounts of the Account Debtor
                  (other than the Accounts and Payors described in the preceding
                  clause (iv)) exceed 20% of the net amount of all Eligible
                  Accounts, on a Consolidated basis, to the extent of such
                  excess; or

                           (vi) any covenant, representation or warranty
                  contained in the Agreement with respect to such Account has
                  been breached; or

                           (vii) the Account Debtor is also a creditor or
                  supplier of any Borrower or any Subsidiary of any Borrower, or
                  the Account Debtor has disputed liability with respect to such
                  Account, or the Account Debtor has made any claim with respect
                  to any other Account due from such Account Debtor to any
                  Borrower or any Subsidiary of any Borrower, or the Account
                  otherwise is or may become subject to any right of setoff by
                  the Account Debtor; or

                           (viii) the Account Debtor has commenced a voluntary
                  case under the federal bankruptcy laws, as now constituted or
                  hereafter amended, or made an assignment for the benefit of
                  creditors, or a decree or order for relief has been entered by
                  a court having jurisdiction in the premises in respect of the
                  Account Debtor in an involuntary case under the federal
                  bankruptcy laws, as now constituted or hereafter amended, or
                  any other petition or other application for relief under the
                  federal bankruptcy laws has been filed against the Account
                  Debtor, or if the Account Debtor has failed, suspended
                  business, ceased to be Solvent, or consented to or suffered a
                  receiver, trustee, liquidator or custodian to be appointed for
                  it or for all or a significant portion of its assets or
                  affairs, or

                           (ix) it arises from a sale to or services performed
                  for an Account Debtor outside the United States (other than
                  services performed for Persons in Puerto Rico), unless the
                  sale is on letter of credit, guaranty or acceptance terms in
                  each case acceptable to Lender in its sole discretion; or

                           (x) the Account is subject to a Lien other than a 
                  Permitted Lien; or










                                        8
<PAGE>   84

                           (xi) the goods or services giving rise to such
                  Account have not been performed or delivered to and accepted
                  by the Account Debtor or the services giving rise to such
                  Account have not been performed by any Borrower any Subsidiary
                  of any Borrower and accepted by the Account Debtor or the
                  Account otherwise does not represent a final sale; or

                           (xii) the Account is evidenced by chattel paper or an
                  instrument of any kind, or has been reduced to judgment; or

                           (xiii) to the extent that any Borrower or any
                  Subsidiary of any Borrower has made any agreement with the
                  Account Debtor for any deduction therefrom, except for
                  discounts or allowances which are made in the ordinary course
                  of business for prompt payment and which discounts or
                  allowances are reflected in the calculation of the face value
                  of each invoice related to such Account; or

                           (xiv) any Borrower or any Subsidiary of any Borrower
                  has made an agreement with the Account Debtor to extend the
                  time of payment thereof; or

                           (xv) it has not been billed or invoiced to the
                  underlying Account Debtor; or

                           (xvi) it is payable by any Person other than a Payor;
                  or

                           (xvii) it arises out of a sale made or services
                  performed by an Inactive Subsidiary; or

                           (xviii) any Account subject to payment or
                  reimbursement on a periodic interim basis from Medicaid,
                  Medicare, Blue Cross or any other Payor; or

                           (xix) the Account is owing to a Borrower by an
                  Account Debtor to whom a net cost report liability has been
                  recorded by such Borrower, to the extent of the net cost
                  liability attributable to such Account Debtor as determined by
                  Agent in its reasonable discretion.

                  ELIGIBLE SELF-PAY ACCOUNTS- Accounts which would otherwise be
         deemed by Agent, in its sole credit judgment, to be an Eligible
         Account, but for clause (xvi) of the definition of Eligible Accounts.

                  ELIGIBLE UNBILLED ACCOUNTS - as of the end of any month,
         Accounts which (i) arise from services performed during such month by
         any Borrower or any Subsidiary of any Borrower in the ordinary course
         of business for in-house residents of such Person which have not been
         discharged or interim billed or invoiced as of the end of such month
         (excluding any such Accounts which have not been approved by the Payor
         of such Account) and (ii) would otherwise be deemed by Agent , in its
         sole credit judgment, to be an Eligible Account, but for clauses (xv)
         and (xvi) of the definition of Eligible Accounts.



                                       9
<PAGE>   85


                  ENVIRONMENTAL LAWS - all federal, state and local laws, rules,
         regulations, ordinances, programs, permits, guidances, orders and
         consent decrees relating to health, safety and environmental matters.

                  EQUIPMENT - all machinery, apparatus, equipment, fittings,
         furniture, fixtures, motor vehicles and other tangible personal
         Property (other than Inventory) of every kind and description used in
         the operations of any Borrower or owned by any Borrower or in which any
         Borrower has an interest (including medical equipment), whether now
         owned or hereafter acquired by any Borrower and wherever located, and
         all parts, accessories and special tools and all increases and
         accessions thereto and substitutions and replacements therefor.

                  ERISA - the Employee Retirement Income Security Act of 1974,
         as amended, and all rules and regulations from time to time promulgated
         thereunder.

                  EURODOLLAR MARGIN - as defined in SECTION 2.1.1.

                  EURODOLLAR OPTION - the option granted pursuant to SECTION
         2.1.1 to have the interest on all or any portion of the principal
         amount of the Term Loan, Revolving Credit Loans or the Acquisition
         Loans based on a Eurodollar Rate.

                  EURODOLLAR PERIOD - any period, selected as provided below in
         SECTION 2.1.1, of 1 month, 2 month, or 3 months, commencing on any
         Business Day, subject to the provisions of SECTION 2.1.1; PROVIDED,
         however, that no Eurodollar Period shall extend beyond the last day of
         the Original Term, unless Borrowers and Agent and Lenders have agreed
         to an extension of the Original Term beyond the expiration of the
         Eurodollar Period in question. If any Eurodollar Period so elected
         shall end on a date that is not a Business Day, such Eurodollar Period
         shall instead end on the next preceding or succeeding Business Day as
         determined by Agent in accordance with the then current banking
         practice in London. Each determination by Agent of a Eurodollar Period
         shall, in the absence of manifest error, be conclusive, and at
         Borrowers' request, Agent shall demonstrate the basis for such
         determination.

                  EURODOLLAR PORTION - that portion of the Revolving Credit
         Loans, of the Term Loan or of the Acquisition Loans specified in a
         Eurodollar Request (including any portion of Revolving Credit Loans or
         any Acquisition Loan which is being borrowed by any Borrower
         concurrently with such Eurodollar Request) which is not less than
         $1,000,000 and an integral multiple of $100,000, which does not exceed
         the outstanding balance of Revolving Credit Loans, Acquisition Loans
         and/or Term Loan not already subject to a Eurodollar Option and, which,
         as of the date of the Eurodollar Request specifying such Eurodollar
         Portion, has met the conditions for basing interest on the Eurodollar
         Rate in SECTION 2.1.1(b) and the Eurodollar Period of which was
         commenced and not terminated.

                  EURODOLLAR RATE - with respect to any Eurodollar Portion for
         the related Eurodollar Period, an interest rate per annum (rounded
         upwards, if necessary, to the next higher 1/8 of 1%) equal to the
         product of (a) the Base Eurodollar Rate ( as hereinafter defined) and
         (b) 



                                       10
<PAGE>   86

         Statutory Reserves. For purposes of this definition, the term "Base
         Eurodollar Rate" shall mean the rate (rounded to the nearest 1/8 of 1%
         or, if there is no nearest 1/8 of 1%, the next higher 1/8 of 1%) at
         which deposits of U.S. dollars approximately equal in principal amount
         to the Eurodollar Portion specified in the applicable Eurodollar
         Request are offered to Bank, in the London interbank foreign currency
         deposits market at approximately 11:00 a.m., London time, two (2)
         Business Days prior to the commencement of such Eurodollar Period, for
         delivery on the first day of such Eurodollar Period. Each determination
         by Agent of any Eurodollar Rate shall in the absence of manifest error,
         be conclusive, and at Borrowers' request, Agent shall promptly
         demonstrate the basis of such determination.

                  EURODOLLAR REQUEST - a notice in writing (or by telephonic
         communication confirmed by telex, telecopy or other facsimile
         transmission on the same day as the telephone request) from Borrowers
         to Agent requesting that interest on all or a portion of the Revolving
         Credit Loans, the Acquisition Loans and/or Term Loan be based on the
         Eurodollar Rate, specifying: (i) the first day of the Eurodollar
         Period, (ii) the length of the Eurodollar Period consistent with the
         definition of that term, and (iii) a dollar amount of the Eurodollar
         Portion consistent with the definition of such term.

                  EVENT OF DEFAULT - as defined in SECTION 10.1.

                  EXCESS CASH FLOW - with respect to any fiscal year of Holdings
         and on a Consolidated basis for such period, 50% of the amount derived
         by adding to Adjusted Net Earnings from Operations (or Loss) for such
         fiscal period depreciation, amortization and deferred taxes for such
         fiscal period and subtracting from such sum regularly scheduled
         payments of principal on Indebtedness for Money Borrowed, Capital
         Expenditures which are not financed by Acquisition Loans, Capital
         Leases permitted by the terms hereof, or Permitted Purchase Money
         Indebtedness paid in cash during such fiscal period.

                  EXCESS INTEREST - as defined in SECTION 2.1.3.

                  EXCHANGE AGREEMENT - that certain Amended and Restated
         Exchange Agreement dated as of October 30, 1998, by and between
         Holdings, and Paul Ramsay Holdings Pty. Limited, an Australian 
         corporation.

                  FIXED CHARGE COVERAGE RATIO - with respect to any period of
         determination, the ratio of (i) EBITDA for such period to (ii) Fixed
         Charges of Holdings and its Subsidiaries, on a Consolidated basis, for
         such period, all as determined in accordance with GAAP.

                  FIXED CHARGES - for any period, the following, each calculated
         (without duplication) for such period: (a) cash interest expenses, PLUS
         (b) income Taxes of Holdings and its Subsidiaries, PLUS (c) scheduled
         payments of principal with respect to all Indebtedness of Holdings and
         its Subsidiaries, PLUS (d) Capital Expenditures made during the
         applicable period and not financed by Acquisition Loans, except Capital
         Expenditures made in compliance with the proviso contained in SECTION
         8.2.9, payments made during the applicable period under Capital Leases
         permitted by the terms hereof, and payments made during the applicable
         period under Permitted Purchase Money Indebtedness.



                                       11
<PAGE>   87

                  GAAP - generally accepted account principles in the United
         States of America in effect from time to time.

                  GENERAL INTANGIBLES - all general intangibles of any Borrower,
         whether now owned or hereafter created or acquired by any Borrower,
         including, without limitation, all choses in action, causes of action,
         corporate or other business records, deposit accounts, inventions,
         designs, patents, patent applications, trademarks, trade names, trade
         secrets, goodwill, copyrights, registrations, licenses, permits,
         governmental authorizations and approvals, franchises, certificates,
         customer and/or patient lists, tax refund claims, cost report or other
         governmental referral claims, computer programs, all claims under
         guaranties, security interests or other security held by or granted to
         any Borrower to secure payment of any of the Accounts by an Account
         Debtor, all rights to indemnification and all other intangible property
         of every kind and nature (other than Accounts).

                  GUARANTOR - Any Person who now or hereafter executes and
         delivers to Agent for the benefit of Lenders, a Guaranty.

                  GUARANTY - the Unconditional Guaranty to be dated on or about
         the Closing Date and executed by each Guarantor in form and substance
         satisfactory to Lender.

                  GROUP HOME - a facility which houses fewer than twenty-five
         full-time residents.

                  INACTIVE SUBSIDIARY - any of the Persons listed on EXHIBIT R
         and collectively, the INACTIVE SUBSIDIARIES.

                  INDEBTEDNESS - as applied to a Person means, without 
         duplication

                           (i) all items which in accordance with GAAP would be
                  included in determining total liabilities as shown on the
                  liability side of a balance sheet of such Person as at the
                  date as of which Indebtedness is to be determined, including,
                  without limitation, Capitalized Lease Obligations,

                           (ii) all obligations of other Persons which such 
                  Person has guaranteed,

                           (iii) all reimbursement obligations in connection
                  with letters of credit or letter of credit guaranties issued
                  for the account of such Person, and

                           (iv) in the case of any Borrower (without
                  duplication), the Obligations.

                  INDEMNIFIED PERSONS - as defined in SECTION 12.2.

                  INTEREST COVERAGE RATIO - with respect to any period of
         determination, the ratio of (i) EBITDA for such period to (ii) cash
         interest expenses for such period, all as determined in accordance with
         GAAP.



                                       12
<PAGE>   88

                  INVENTORY- all inventory of each Borrower, whether now owned
         or hereafter acquired including, but not limited to, right, title and
         interest in, to or under, or possession of, all drugs, pharmaceuticals,
         products, substances, items or devices whose purchase, possession,
         maintenance, administration, prescription or security requires the
         authorization or order of a licensed health care provider or requires a
         permit, registration, certification or any other governmental
         authorization held by a licensed health care provider as specified
         under any federal or state law; all goods intended for sale or lease by
         each Borrower, or for display or demonstration; all work in process;
         all raw materials and other materials and supplies of every nature and
         description used or which might be used in connection with the
         manufacture, printing, packing, shipping, advertising, selling, leasing
         or furnishing of such goods or otherwise used or consumed in each
         Borrower's business; and all documents evidencing and General
         Intangibles relating to any of the foregoing, whether now owned or
         hereafter acquired by any Borrower.

                  INVESTMENT PROPERTY - all of each Borrower's investment
         property, whether now owned or hereinafter acquired by any Borrower,
         including, without limitation, all securities (certificated or
         uncertificated), securities accounts, securities entitlements,
         commodity accounts and contracts.

                  JUNIOR SUBORDINATED DEBT DOCUMENTS - the Junior Subordinated
         Loan Agreement, the Junior Subordinated Notes and all other
         instruments, documents and agreements executed by or on behalf of any
         Loan Party and delivered concurrently therewith or at any time
         hereafter to or for the benefit of the holders of the Junior
         Subordinated Notes or any agent or representative thereof in connection
         with the Junior Subordinated Debt and other transactions contemplated
         by the Junior Subordinated Agreement, all as amended, supplemented or
         modified from time to time; but excluding all the Exchange Agreement
         and the Loan Documents.

                  JUNIOR SUBORDINATED DEBT - the Subordinated Indebtedness
         evidenced by the Junior Subordinated Debt Documents.

                  JUNIOR SUBORDINATED LOAN AGREEMENT - that certain Junior
         Subordinated Loan and Exchange Agreement dated as of October 30, 1998,
         by and between Paul Ramsay Holdings Pty. Limited, an Australian
         corporation, as purchaser, and Holdings, as seller.

                  JUNIOR SUBORDINATED NOTES - collectively, (i) the Junior
         Subordinated Promissory Note due September 30, 2006, executed by
         Holdings, as maker, bearing interest at an initial fixed rate of
         thirteen and one-half percent (13 1/2%) per annum, and payable to the
         order of Paul Ramsay Holdings Pty. Limited, an Australian corporation,
         in the original principal amount of $5,330,428 and (ii) the
         Subordinated Promissory Note due September 30, 2005, executed by
         Holdings, as maker, bearing interest at a fixed rate of thirteen
         percent (13%) per annum, and payable to the order of Paul Ramsay
         Holdings Pty. Limited, an Australian corporation, in the original
         principal amount of $2,553,125.00

                  LC AMOUNT - at any time, the aggregate undrawn face amount of
         all Letters of Credit and LC Guaranties then outstanding.

                                       13
<PAGE>   89

                  LC GUARANTY - any guaranty pursuant to which Agent for its
         behalf of Lenders or any Affiliate of Agent shall guaranty the payment
         or performance by any Borrower of its reimbursement obligation under
         any letter of credit.

                  LEGAL REQUIREMENT - any requirement imposed upon any Lender by
         any law of the United States of America or the United Kingdom or by any
         regulation, order, interpretation, ruling of official directive
         (whether or not having the force of law) of the Board, the Bank of
         England or any other board, central bank or governmental or
         administrative agency, institution or authority of the United States of
         America, the United Kingdom or any political subdivision of either
         thereof.

                  LETTER OF CREDIT - any standby letter of credit issued by
         Agent or Bank for the account of any Borrower.

                  LIEN - any interest in Property securing an obligation owed
         to, or a claim by, a Person other than the owner of the Property,
         whether such interest is based on common law, statute or contract. The
         term "Lien" shall also include reservations, exceptions, encroachments,
         easements, rights-of-way, covenants, conditions, restrictions, leases
         and other title exceptions and encumbrances affecting Property. For the
         purpose of the Agreement, each Borrower shall be deemed to be the owner
         of any Property which it has acquired or holds subject to a conditional
         sale agreement or other arrangement pursuant to which title to the
         Property has been retained by or vested in some other Person for
         security purposes.

                  LOAN ACCOUNT - the loan account established on the books of
         Agent pursuant to SECTION 3.6.

                  LOAN DOCUMENTS - the Agreement, the Other Agreements and the
         Security Documents.

                  LOAN PARTIES - collectively, each Borrower, each Guarantor and
         each other Person (other than Lender) which is at any time a party to
         any Loan Document or individually, a "LOAN PARTY".

                  LOANS - all loans and advances of any kind made by any Lender
         pursuant to the Agreement.

                  LOSSES - as defined in SECTION 12.2.

                  MATERIAL ADVERSE EFFECT - the effect of any event or condition
         which, alone or when taken together with other events or conditions
         occurring or existing concurrently therewith, (a) has a material
         adverse effect upon the business, operations, Properties, or condition
         (financial or otherwise) of Borrowers and the Subsidiaries of any
         Borrower, taken as a whole; (b) has any material adverse effect
         whatsoever upon the validity or enforceability of the Agreement or any
         of the other Loan Documents; (c) has or may be reasonably expected to
         have any material adverse effect upon the value of the whole or any
         material part of the 




                                       14
<PAGE>   90

         Collateral, the Liens or Lender with respect to the Collateral or any
         material part thereof or the priority of such Liens; (d) materially
         impairs the ability of Borrowers and the other Loan Parties, taken as a
         whole, to perform their obligations under this Agreement or any of the
         other Loan Documents, including repayment of the Obligations or realize
         upon any of the Collateral in accordance with the Loan Documents and
         Applicable Law.

                  MAXIMUM LEGAL RATE - as defined in SECTION 2.1.3.

                  MEADOWLAKE FACILITY - means the Property comprising or located
         at the Meadowlake Hospital, located at 2216 South Van Buren, Enid
         (Garfield County), Oklahoma, and, as of the date of this Agreement,
         leased to Baptist Healthcare of Oklahoma, Inc., an Oklahoma
         not-for-profit corporation, doing business as Integris Bass Baptist
         Health Center, pursuant to the Meadowlake Lease.

                  MEADOWLAKE LEASE - means the Lease Agreement dated as of
         August 1, 1997, between HSA of Oklahoma, Inc., an Oklahoma corporation
         and Subsidiary of Holdings, as landlord, and Baptist Healthcare of
         Oklahoma, Inc., an Oklahoma not-for-profit corporation, doing business
         as Integris Bass Baptist Health Center, as tenant.

                  MEADOWLAKE OPTION - means the "Option" as defined in and
         granted by the landlord therein to the tenant therein pursuant to
         Section 28 of the Meadowlake Lease..

                  MIDVALE FACILITY - means the Property comprising the Benchmark
         South Hospital, located at 175 West 7200 South, Midvale, Utah, and, as
         of the date of this Agreement, leased by Bountiful Psychiatric
         Hospital, Inc., a Utah corporation and a Subsidiary of Holdings,
         pursuant to the Midvale Lease.

                  MIDVALE LEASE - means the Facility Lease Agreement dated as of
         June 26, 1995, between Bountiful Psychiatric Hospital, Inc., a Utah
         corporation and a Subsidiary of Holdings, as lessee, and Charter Canyon
         Behavioral Health System, Inc., as lessor

                  MISSION VISTA FACILITY - means the Property comprising or
         located at the Mission Vista Hospital, (or units therein) located at
         14747 Jones Maltsberger, San Antonio (Bexar County), Texas,, and, as of
         the date of this Agreement, leased by RHCI of San Antonio, Inc., a
         Delaware corporation and a Subsidiary of Holdings, from Capstone
         Capital of San Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd.,
         pursuant to the Mission Vista Lease.

                  MISSION VISTA LEASE - means the Lease Agreement, dated as of
         April 12, 1995, between RHCI of San Antonio, Inc., a Delaware
         corporation and a Subsidiary of Holdings, as lessee, and Capstone
         Capital of San Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd., as
         lessor.

                  MONEY BORROWED - means, without duplication, (i) Indebtedness
         arising from the lending of money by any Person to any Borrower; (ii)
         Indebtedness, whether or not in any such case arising from the lending
         by any Person of money to any Borrower, (A) which is represented by
         notes payable or drafts accepted that evidence extensions of credit,
         (B) which 


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<PAGE>   91

         constitutes obligations evidenced by bonds, debentures, notes or
         similar instruments, or (C) upon which interest charges are customarily
         paid (other than accounts payable) or that was issued or assumed as
         full or partial payment for Property; (iii) Indebtedness that
         constitutes a Capitalized Lease Obligation; (iv) reimbursement
         obligations with respect to letters of credit or guaranties of letters
         of credit and (v) Indebtedness of any Borrower under any guaranty of
         obligations that would constitute Indebtedness for Money Borrowed under
         clauses (i) through (iii) hereof, if owed directly by any Borrower.

                  MORTGAGES - collectively, the deeds of trust or mortgages to
         be executed by any Borrower on or about the Closing Date in favor of
         Agent for its benefit and the ratable benefit of Lenders and by which a
         Borrower shall grant and convey to Agent for its benefit or the ratable
         benefit of Lenders, as security for the Obligations, a Lien upon the
         real Property of such Borrowers.

                  MULTIEMPLOVER PLAN - has the meaning set forth in Section
         4001(a)(3) of ERISA.

                  NET ACCOUNTS - on any date of determination, the dollar amount
         of Borrowers' Accounts, determined on a Consolidated basis in
         accordance with GAAP, reduced by the amount of reserves established
         with respect thereto (which shall be established on a basis consistent
         with the similar reserves shown on the Consolidated balance sheet of
         Borrowers as at June 30, 1998) and further reduced by allowances for
         bad debt as determined in accordance with GAAP.

                  NET ELIGIBLE ACCOUNTS - on any date of determination, the
         product of the aggregate amount of Eligible Accounts, multiplied by the
         Reimbursement Rate.

                  NET ELIGIBLE UNBILLED ACCOUNTS - on any date of determination,
         the product of the aggregate amount of Eligible Unbilled Accounts
         multiplied by the Reimbursement Rate.

                  NET ELIGIBLE SELF-PAY ACCOUNTS - on any date of determination,
         the product of the aggregate amount of Eligible Self-Pay Accounts
         multiplied by the Reimbursement Rate.

                  NEW MORTGAGES - as defined in SECTION 5.4.

                  NOTES - collectively, the Revolving Credit Notes, the Term
         Notes and the Acquisition Notes.

                  NOTICE OF REVOLVING CREDIT LOAN OR NOTICE OF ACQUISITION
         LOAN - as defined in SECTION 3.1.1.

                  OBLIGATIONS - all Loans and all other advances, debts,
         liabilities, obligations, covenants and duties, together with all
         interest, fees and other charges thereon, owing, arising, due or
         payable from Borrowers to Agent and/or Lenders of any kind or nature,
         present or future, whether or not evidenced by any note, guaranty or
         other instrument, arising under the Agreement or any of the other Loan
         Documents whether direct or indirect 




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<PAGE>   92

         (including those acquired by assignment), absolute or contingent,
         primary or secondary, due or to become due, now existing or hereafter
         arising and however acquired.

                  OKLAHOMA LLC INTERESTS - means (a) the 12.5% limited liability
         company interest owned as of the date of this Agreement by HSA of
         Oklahoma, Inc., a Delaware corporation and a Subsidiary of Holdings, in
         Integrated Behavioral Health. LLC, an Oklahoma limited liability
         company, (b) the 50% limited liability company interest owned as of the
         date of this Agreement by HSA of Oklahoma, Inc., a Delaware corporation
         and a Subsidiary of Holdings, in Behavioral Health Systems of Oklahoma,
         LLC, an Oklahoma limited liability company, and (c) the 12.5% limited
         liability company interest owned as of the date of this Agreement by
         Bethany Psychiatric Hospital, Inc., an Oklahoma corporation and a
         Subsidiary of Holdings, in Integrated Behavioral Health. LLC, an
         Oklahoma limited liability company, and, in each case, any and all
         proceeds derived therefrom and rights relating thereto.

                  OPERATING ACCOUNT - either one or both of Account Number
         38761657 maintained by Holdings at Citibank, N.A., and Account Number
         812105744 maintained by Holdings at Hibernia National Bank.

                  ORIGINATING LENDER - as defined in SECTION 12.3(E).

                  OTHER AGREEMENTS - any and all agreements, instruments and
         documents (other than the Agreement and the Security Documents),
         heretofore, now or hereafter executed by any Borrower or any Subsidiary
         of any Borrower and delivered to Agent or any Lender in respect of the
         transactions contemplated by the Agreement.

                  OVERADVANCE - the amount, if any, by which the outstanding
         principal amount of Revolving Credit Loans exceeds the Borrowing Base.

                  PARTICIPATING LENDER - shall have the meaning assigned such
         term in SECTION 12.3(e).

                  PAYOR - any Person that is not a natural person who bears a
         responsibility or obligation to pay part or all of a Claim, whether
         such responsibility or obligation is absolute or conditional and shall
         include insurance companies and government agencies.

                  PAYROLL ACCOUNTS - the bank accounts listed on EXHIBIT W.

                  PERMITTED ACQUISITION - as defined in SECTION 8.2.1.

                  PERMITTED LIENS - any Lien of a kind specified in SECTION
         8.2.5.

                  PERMITTED PURCHASE MONEY INDEBTEDNESS - Purchase Money
         Indebtedness of any Borrower incurred after the date hereof which is
         secured by a Purchase Money Lien and which, when aggregated with the
         principal amount of all other such Indebtedness and Capitalized Lease
         Obligations of any Borrower at the time outstanding, does not exceed
         $500,000. For the purposes of this definition, the principal amount of
         any Purchase Money 



                                       17
<PAGE>   93

         Indebtedness consisting of capitalized leases shall be computed as a
         Capitalized Lease Obligation.

                  PERSON - an individual, partnership, corporation, limited
         liability company, joint stock company, land trust, business trust, or
         unincorporated organization, or a government or agency or political
         subdivision thereof.

                  PHYSICIAN - including, but not limited to physician,
         pharmacist, nurse, psychologist, psychiatrist, therapist, counselor, or
         administrator.

                  PLAN - an employee benefit plan now or hereafter maintained by
         any Borrower that is covered by Title IV of ERISA.

                  PREFERRED STOCK - collectively, (i) the Class B Convertible
         Redeemable Preferred Stock, Series 1997, $1.00 par value, of Holdings,
         (ii) the Class B Redeemable Preferred Stock, Series 1997-A, $1.00 par
         value, of Holdings, (iii) the Class B Convertible Preferred Stock,
         Series C, $1.00 par value, of Holdings, and (iv) any other preferred
         stock which may issued by Holdings, from time to time, if each such
         issuance is not prohibited by this Agreement.

                  PRO FORMA QUARTERLY AVAILABILITY - for any fiscal quarter of
         Holdings the average daily balance of the Availability MINUS the
         average daily LC Amount and MINUS Settlement Amounts paid in such
         fiscal quarter or committed to be paid in the next-following fiscal
         quarter, calculated on a pro forma basis for such fiscal quarter as if
         such Settlement Amounts were paid in cash on the first day of such
         fiscal quarter.

                  PROJECTIONS - Holdings' forecasted (a) Consolidated balance
         sheets, (b) Consolidated and consolidating profit and loss statements,
         (c) Consolidated cash flow statements, and (d) Consolidated
         capitalization statements, all prepared on a consistent basis with the
         projections provided to Agent prior to the Closing Date, together with
         appropriate supporting details and a statement of underlying
         assumptions.

                  PROPERLY CONTESTED - in the case of any Indebtedness of a Loan
         Party (including any Taxes) that is not paid as and when due or payable
         by reason of such Loan Party's bona fide dispute concerning its
         liability to pay same or concerning the amount thereof, that (i) such
         Indebtedness and any Liens securing same are being properly contested
         in good faith by appropriate proceedings promptly instituted and
         diligently conducted; (ii) such Loan Party has established appropriate
         reserves as shall be required in conformity with GAAP, (iii) the
         non-payment of such Indebtedness will not have a Material Adverse
         Effect and has not resulted in a forfeiture of any assets of such Loan
         Party; (iv) no Lien is imposed upon any of such Loan Party's assets
         with respect to such Indebtedness unless such Lien is at all times
         junior and subordinate in priority to the Liens in favor of Lender
         (except only with respect to property and other taxes that have
         priority as a matter of applicable state law); (v) if the Indebtedness
         results from the entry, rendition or issuance against a Loan Party or
         any of its assets of a judgment, writ, order or decree, such judgment,
         writ, order or decree is stayed or bonded pending a timely appeal or
         other judicial review; and (vi) if such contest is



                                       18
<PAGE>   94

         abandoned, settled or determined adversely to such Loan Party, such
         Loan Party forthwith pays such Indebtedness and all penalties and
         interest in connection therewith.

                  PROPERTY - any interest in any kind of property or asset,
         whether real, personal or mixed, or tangible or intangible.

                  PURCHASE MONEY INDEBTEDNESS - means and includes (i)
         Indebtedness (other than the Obligations) for the payment of all or any
         part of the purchase price of any fixed assets, (ii) any Indebtedness
         (other than the Obligations) incurred at the time of or within 90 days
         prior to or after the acquisition of any fixed assets for the purpose
         of financing all or any part of the purchase price thereof, and (iii)
         any renewals, extensions or refinancings thereof, but not any increases
         in the principal amounts thereof outstanding at the time.

                  PURCHASE MONEY LIEN - a Lien upon fixed assets which secures
         Purchase Money Indebtedness, but only if such Lien shall at all times
         be confined solely to the fixed assets the purchase price of which was
         financed through the incurrence of the Purchase Money Indebtedness
         secured by such Lien.

                  RADER COMPANIES - collectively, The Rader Group, Inc., a
         Florida corporation, and The Rader Group, Inc., a Colorado corporation.

                  RADER PURCHASE AGREEMENT - a Stock Purchase Agreement by and
         among a Borrower, the Rader Companies and Bill T. Rader , Ph.D.,
         pursuant to which a Borrower acquires all of the issued and outstanding
         capital stock of the Rader Companies on terms substantially similar to
         the terms set forth in the draft of the Stock Purchase Agreement
         delivered to Agent on the Closing Date, or such other terms as Agent
         and Required Lenders may approve.

                  REIMBURSEMENT RATE - on any date of determination, an amount,
         expressed as a percentage, equal to the reimbursement rate reported by
         Holdings and its Subsidiaries, on a Consolidated basis, for the
         twelve-month period immediately preceding such date of determination.

                  RENTALS - as specified in SECTION 8.2.16.

                  REPORTABLE EVENT - any of the events set forth in Section
         4043(c) of ERISA (other than subsections (c) 9 and (c) (11) thereof),
         with respect to which the applicable notice requirements have not been
         waived.

                  REQUIRED LENDERS as of any date, the holders of Notes
         evidencing at least sixty-seven percent (67%) of the sum of the
         aggregate unpaid principal amount of the Term Notes plus the aggregate
         principal amount of the Acquisition Commitments and the Revolving
         Credit Commitments; PROVIDED, however, that any amendment to,
         modification of, or supplementation to this Agreement or waiver of a
         Default or an Event of Default hereunder that would have the effect of
         reinstating the obligations to make Revolving Credit Loans or
         Acquisition Loans from and after the date such obligations have been
         terminated or changing the terms of, amount of or obligation to make
         Revolving Credit Loans or Acquisition Loans



                                       19
<PAGE>   95

         shall require the affirmative consent thereto of the holders of
         Revolving Credit Notes or Acquisition Notes evidencing at least
         sixty-seven percent (67%) of the aggregate principal amount of
         Revolving Credit Loan Commitments and/or the affirmative consent
         thereto of the holders of the majority of the Acquisition Loan
         Commitments, as applicable.

                  RESTRICTED INVESTMENT - any investment made in cash or by
         delivery of Property to any Person, whether by acquisition of stock,
         Indebtedness or other obligation or Security, or by loan, advance or
         capital contribution, or otherwise, or in any Property except the
         following:

                           (i) investments of any Borrower in any of its
                  Subsidiaries to the extent existing on the Closing Date, such
                  additional investments of any Borrower in any of its
                  Subsidiaries to the extent expressly permitted under the terms
                  of this Agreement, and investments of any Borrower in any
                  Subsidiary of such Borrower formed after the Closing Date if,
                  concurrently with such formation, such Subsidiary becomes a
                  Guarantor;

                           (ii) Property to be used in the ordinary course of 
                  business;

                           (iii) Current Assets arising from the sale of goods
                  and services in the ordinary course of business of any
                  Borrower and their Subsidiaries;

                           (iv) investments in direct obligations of the United
                  States of America, or any agency thereof or obligations
                  guaranteed by the United States of America, provided that such
                  obligations mature within one year from the date of
                  acquisition thereof;

                           (v) investments in certificates of deposit maturing
                  within one year from the date of acquisition issued by a bank
                  or trust company organized under the laws of the United States
                  or any state thereof having capital surplus and undivided
                  profits aggregating at least $100,000,000;

                           (vi) investments in commercial paper given the
                  highest rating by a national credit rating agency and maturing
                  not more than 270 days from the date of creation thereof;

                           (vii) Permitted Acquisitions;

                           (vii) hedging or similar contracts to the extent 
                  permitted by SECTION 8.2.15; and

                           (viii) investments not included in paragraphs (i)
                  through (vii) above which do not exceed at any time, in the
                  aggregate, the sum of Two Hundred Fifty Thousand Dollars
                  ($250,000).

                                       20
<PAGE>   96

                  RESTRICTED SUBSIDIARIES - Bethany Psychiatric Hospital, Inc.,
         an Oklahoma corporation, HSA of Oklahoma, Inc., an Oklahoma
         corporation, RHCI San Antonio, Inc., a Delaware corporation,
         Transitional Care Ventures, Inc., a Delaware Corporation, and
         Transitional Care Ventures (Texas), Inc., a Delaware corporation.

                  REVOLVING CREDIT AND TERM BASE RATE PORTION - that portion of
         the Revolving Credit Loans and the Term Loan not subject to Eurodollar
         Option.

                  REVOLVING CREDIT AND TERM EURODOLLAR PORTION - That portion of
         the Revolving Credit Loans and or outstanding Term Loans specified in a
         Eurodollar Request (including any portion of any Revolving Credit Loan
         which is being borrowed by Borrower concurrently with such Eurodollar
         Request) in accordance with the terms hereof, which does not exceed the
         outstanding balance of the Term Loan or Revolving Credit Loans not
         already subject to a Eurodollar Option plus the amount of any expiring
         Revolving Credit and Term Eurodollar Portion, and which as of the date
         of the Eurodollar request specifying such Revolving Credit and Term
         Eurodollar Portion has met the conditions for basing interest on the
         Eurodollar rate in SECTION 2.1(B) and in the definition of Eurodollar
         Portion and the Eurodollar Period of which was commenced and not
         terminated.

                  REVOLVING CREDIT LOAN COMMITMENTS - as defined in SECTION
         1.1.1.

                  REVOLVING CREDIT LOANS - Loans made by Lenders as provided in
         SECTION 1.1.1.

                  REVOLVING CREDIT NOTE - the Revolving Credit Note(s) to be
         executed by Borrowers in favor of Lenders to evidence the Revolving
         Credit Loans, which shall be in the form of EXHIBIT A attached hereto.

                  REVOLVING CREDIT PERCENTAGE - as defined in SECTION 1.1.1.

                  SCHEDULE OF ACCOUNTS - as defined in SECTION 6.2.1.

                  SCHEDULE OF DOCUMENTS - as defined in SECTION 9.1.

                  SECTION 5.5 PROPERTIES - as defined in SECTION 5.5.

                  SECTION 5.6 SECURITY DOCUMENTS - as defined in SECTION 5.6.

                  SECURITY - shall have the same meaning as in Section 2(l) of
         the Securities Act of 1933, as amended.

                  SECURITY DOCUMENTS - the Mortgages, any New Mortgage, each
         Guarantee and all other instruments and agreements now or at any time
         hereafter securing the whole or any part of the Obligations.

                  SETTLEMENT AMOUNTS - collectively, (a) any payments made by
         Holdings or any of its Subsidiaries to satisfy all or any part of any
         Settlement Items, any payments made to any 




                                       21
<PAGE>   97

         Payor by Holdings or any of its Subsidiaries to settle any claims
         against Holdings or any of its Subsidiaries asserted by any Payor, and
         any other payments made by Holdings or any of its Subsidiaries with
         respect to Settlement Items, and (b) any payment which Holdings or any
         of its Subsidiaries is obligated to make under or by reason of any
         final judgment, any final arbitration award, any final determination in
         any judicial or administrative proceeding by or before any court or any
         governmental or administrative agency, institution or authority of the
         United States of America, the United Kingdom or any political
         subdivision of either thereof, or any fully executed settlement
         agreement entered as the result of, or by reason of the disposition of,
         any claim against or liability or Indebtedness of Holdings or any of
         its Subsidiaries arising under or related to the business operations
         and activities now or at any time conducted by Holdings or any of its
         Subsidiaries, or any predecessors of such Persons, and regardless
         whether the amount of such claim, liability or Indebtedness is fixed
         and determined or subject to any event or condition; PROVIDED that the
         amount of any of the claims, liabilities or Indebtedness described in
         this clause (b) shall be the maximum amount of such claim, liability or
         Indebtedness; and, PROVIDED FURTHER, that in making the determination
         of Settlement Amounts for the applicable two-quarter period with
         respect to cost report liabilities that are evidenced by final
         judgements, final arbitration awards, or written settlement agreements,
         (x) amounts paid or committed to be paid during such period to
         Borrowers pursuant to final judgments, final arbitration awards and
         written settlement agreements may be offset against (y) amounts paid or
         committed to be paid during such period by Borrowers pursuant to final
         judgments, final arbitration awards, or written settlement agreements.

                  SETTLEMENT ITEMS - items in the nature of (a) claims,
         disputes, liabilities or other contingent obligations for which
         reserves have been established on the Consolidated balance sheet of
         Holdings as of the Closing Date or are established by Holdings after
         the Closing Date, including the matters for which Borrowers have
         established the reserves referenced in EXHIBIT U, (b) final judgments,
         final arbitration awards, monetary obligations resulting from a final
         determination in any judicial or administrative proceeding by or before
         any court or any governmental or administrative agency, institution or
         authority of the United States of America, the United Kingdom or any
         political subdivision of either thereof, or fully executed settlement
         agreements entered as the result of, or by reason of the disposition
         of, any claim against or liability or Indebtedness of Holdings or any
         of its Subsidiaries, whether or not reserves therefor have been
         established, and (c) actual or contingent obligations for claims,
         disputes, liabilities or other contingent liabilities for claims and
         other matters for which, under GAAP applied with respect to Holdings on
         a basis consistent with current practices, reserves would be required
         to be established, whether or not such reserves are actually
         established, arising under or related to the business operations and
         activities now or at any time conducted by Holdings or any of its
         Subsidiaries or any predecessors of such Persons and regardless whether
         the amount of such claim, liability or Indebtedness is fixed and
         determined or subject to any event or condition.

                  SOLVENT - as to any Person, such Person (i) owns Property
         whose fair saleable value is greater than the amount required to pay
         all of such Person's Indebtedness (including contingent debts), (ii) is
         able to pay all of its Indebtedness as such Indebtedness matures and





                                       22
<PAGE>   98

         (iii) has capital sufficient to carry on its business and transactions
         and all business and transactions in which it is about to engage.

                  STATUTORY RESERVES - a fraction (expressed as a decimal), the
         numerator of which is the number one and the denominator of which is
         the number one minus the aggregate of the maximum reserve percentages
         (including, without limitation, any marginal, special, emergency or
         supplemental reserves), expressed as a decimal, established by the
         Board and any other banking authority to which Bank or any Under is
         subject for Eurocurrency Liabilities (as defined in Regulation D of the
         Board or any successor thereto). Such reserve percentages shall
         include, without limitation, those imposed under such Regulation D.
         Eurodollar Portions shall be deemed to constitute Eurocurrency
         Liabilities and as such shall be deemed to be subject to such reserve
         requirements without benefit of or credit for proration, exceptions or
         offsets which may be available from time to time to Bank or any Lender
         under such Regulation D. Statutory Reserves shall be adjusted
         automatically on and as of the effective date of any change in any
         reserve percentage, provided that no adjustment shall reduce Statutory
         Reserves below the amount in effect on the Closing Date.

                  STOCK - all shares, options, warrants, interests,
         participations or other equivalents (regardless of how designated) of
         or in a corporation or equivalent entity, whether voting or nonvoting,
         including, without limitation, common stock, preferred stock, or any
         other "equity security" (as such term in defined in Rule 3a11-1 of the
         General Rules and Regulations promulgated by the Securities and
         Exchange Commission under the Securities Act of 1934, as amended).

                  SUBORDINATED DEBT - (i) all Indebtedness evidenced by the
         Junior Subordinated Debt Documents, (ii) all Indebtedness with respect
         to the Preferred Stock, and (iii) all other Indebtedness of any
         Borrower that is subordinated to the Obligations in a manner
         satisfactory to Agent.

                  SUBORDINATION AGREEMENT - the Subordination Agreement to be
         dated on or about the Closing Date between Agent and one or more
         holders of the Junior Subordinated Debt and Preferred Stock, as the
         same may be amended or modified from time to time.

                  SUBSIDIARY - any corporation of which a Person owns, directly
         or indirectly through one or more intermediaries, more than 50% of the
         Voting Stock at the time of determination. When such term is used in
         respect to any Borrower, Subsidiary shall mean only those Subsidiaries
         that are either incorporated in any state, commonwealth or territory of
         the United States or have material assets in any state, commonwealth or
         territory of the United States.

                  TAX - collectively, any present and future tax, levy, impost,
         duty, fee, assessment, deduction, withholding or other charge of
         whatever nature, including income, receipts, excise, property, sales,
         transfer, license, payroll, withholding, social security and franchise
         taxes now or hereafter imposed or levied by the United States, or any
         state, local or foreign government or by any department, agency or
         other political subdivision or taxing authority thereof or therein and
         all interest, penalties, additions to tax and similar liabilities with
         respect thereto and (ii) in relation to any Eurodollar Portion and the
         applicable Eurodollar










                                       23
<PAGE>   99

         Rate, any tax, levy, impost, duty, deduction, withholding or charges of
         whatever nature required by any Legal Requirement (1) to be paid by any
         Agent or Lender and/or (2) to be withheld or deducted from any payment
         otherwise required hereby to be made by any Borrower to Agent or any
         Lender; PROVIDED, that the term "Tax" shall not include any taxes
         imposed upon the net income of Agent or any Lender.

                  TERM EURODOLLAR PORTION - that portion of the outstanding Term
         Loans specified in the Eurodollar Request in accordance with the terms
         hereof, which does not exceed the outstanding balance of the Term Loans
         not already subject to a Eurodollar Option plus the amount of any
         expiring Term Eurodollar Portion, and which as of the date of the
         Eurodollar Request specifying such Term Eurodollar Portion has met the
         conditions for basing interest on the Eurodollar Rate in SECTION 2.1(b)
         and in the definition of Eurodollar Portion, and the Eurodollar Period
         of which was commenced and not terminated.

                  TERM LOAN - the Loan described in SECTION 1.2.1.

                  TERM LOAN COMMITMENTS - as defined in SECTION 1.2.1.

                  TERM LOAN PERCENTAGE - as defined in SECTION 1.2.1.

                  TERM NOTE - the Secured Promissory Note (Term Note) to be
         executed by Borrowers in favor of each Lender to evidence the Term
         Loan, which shall be in the form of EXHIBIT A-1 to the Agreement.

                  TOTAL CREDIT FACILITY - Twenty-Two Million Dollars 
         ($22,000,000).

                  TOTAL INDEBTEDNESS - as of any date of determination the
         aggregate outstanding principal balance of all Money Borrowed of
         Holdings and its Subsidiaries on a Consolidated basis.

                  VARIABLE AMOUNT A - amount determined in accordance with
         (2)(a) in the definition of the term "Borrowing Base."

                  VARIABLE AMOUNT B - amount determined in accordance with
         (2)(b) in the definition of the term "Borrowing Base."

                  VARIABLE COMPONENT - the component of the Borrowing Base
         determined for purposes of (2) in the definition of the term "Borrowing
         Base."

                  VOTING STOCK - Securities of any class or classes of a
         corporation the holders of which are ordinarily, in the absence of
         contingencies, entitled to elect a majority of the corporate directors
         (or Persons performing similar functions).

                  OTHER TERMS. All other terms contained in the Agreement shall
         have, when the context so indicates, the meanings provided for by the
         Code to the extent the same are used or defined therein.



                                       24
<PAGE>   100

                  CERTAIN MATTERS OF CONSTRUCTION. References to "SECTIONS,"
         "SUBSECTIONS," "EXHIBITS," and to the APPENDIX shall be to SECTIONS,
         SUBSECTIONS, EXHIBITS and the APPENDIX, respectively, of or to the
         Agreement unless otherwise specifically provided. The terms "herein",
         "hereof" and "hereunder" and other words of similar import refer to the
         Agreement as a whole and not to any particular section, paragraph or
         subdivision. Any pronoun used shall be deemed to cover all genders. In
         the computation periods of time from a specified date to a later
         specified date, the word "from" means "from and including" and the
         words "to" and "until" means "to but excluding." The section titles,
         table of contents and list of exhibits appear as a matter of
         convenience only and shall not affect the interpretation of the
         Agreement. All references to statutes and related regulations shall
         include any amendments of same and any successor statutes and
         regulations. All references to any of the Loan Documents shall include
         any and all modifications thereto and any and all extensions or
         renewals thereof. Whenever the phrase "including" shall appear in this
         Agreement, such word shall be understood to mean "including, without
         limitation."

                  Any accounting term used in this Agreement shall have, unless
         otherwise specifically provided herein, the meaning customarily given
         such term in accordance with GAAP, and all financial computations
         hereunder shall be computed, unless otherwise specifically provided
         herein, in accordance with GAAP consistently applied. That certain
         terms or computations are explicitly modified by the phrase "in
         accordance with GAAP" shall in no way be construed to limit the
         foregoing.




















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