OXFORD HEALTH PLANS INC
CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>8
<FILENAME>y85973exv10wc.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.c

                            OXFORD HEALTH PLANS, INC.

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT is dated as of April 25, 2003 and entered into by
and among OXFORD HEALTH PLANS, INC., a Delaware corporation ("COMPANY"), THE
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually
referred to herein as a "LENDER" and collectively as "LENDERS"), CREDIT SUISSE
FIRST BOSTON ("CSFB"), acting through its Cayman Islands Branch, as
administrative agent for Lenders (in such capacity, "ADMINISTRATIVE AGENT"),
BANK OF AMERICA, N.A., as syndication agent for Lenders (in such capacity,
"SYNDICATION AGENT"), and FLEET NATIONAL BANK and JPMORGAN CHASE BANK, each as a
documentation agent for Lenders (collectively, in such capacity, "DOCUMENTATION
AGENT").

                                 R E C I T A L S

         WHEREAS, Lenders, at the request of Company, have agreed to extend
certain credit facilities to Company, the proceeds of which will be used, (i) to
repay all Indebtedness outstanding on the Closing Date under the Existing Credit
Agreement and to pay certain fees and expenses incurred in connection with the
refinancing, (ii) to make payments in an amount not exceeding $225.0 million in
respect of a settlement of a securities litigation involving Company (the
"SECURITIES LITIGATION SETTLEMENT PAYMENT"), and (iii) to provide financing for
working capital and other general corporate purposes of Company and its
Subsidiaries;

         WHEREAS, Company desires to secure all of the Obligations hereunder and
under the other Loan Documents by granting to Administrative Agent, on behalf of
Lenders, a First Priority Lien on substantially all of its personal and mixed
property, and all of the Capital Stock of Oxford Health Plans (NY), Inc., Oxford
Heal h Plans (NJ), Inc., Oxford Health Plans (CT), Inc., and Investors Guaranty
Life Insurance Company.

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, Lenders, Administrative
Agent, Syndication Agent and Documentation Agent agree as follows:

SECTION 1.        DEFINITIONS

         1.1      CERTAIN DEFINED TERMS.

         The following terms used in this Agreement shall have the following
meanings:

         "ADMINISTRATIVE AGENT" has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5A.

<PAGE>

         "AFFECTED LENDER" has the meaning assigned to that term in subsection
2.6C.

         "AFFECTED LOANS" has the meaning assigned to that term in subsection
2.6C.

         "AFFILIATE", as applied to any Person, means any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise.

         "AGENTS" means Administrative Agent and Syndication Agent.

         "AGREEMENT" means this Credit Agreement dated as of April 25, 2003, as
it may be amended, supplemented or otherwise modified from time to time.

         "APPLICABLE BASE RATE MARGIN" means, as at any date of determination, a
percentage per annum for Revolving Loans or Term Loans as set forth below
opposite the applicable Credit Ratings:

<TABLE>
<CAPTION>
                                             Revolving Loans                 Term Loans
    Credit Ratings                           Base Rate Margin             Base Rate Margin
----------------------                       ----------------             ----------------
<S>                                          <C>                          <C>
BBB- or Baa3 or higher                             1.00%                       1.50%
BB+ or Ba1                                         1.25%                       1.75%
BB or Ba2 or lower                                 1.50%                       2.00%
</TABLE>

; provided that in the event of split Credit Ratings, the applicable level shall
be the highest level for which the criteria for either rating is met, unless the
ratings differential is more than one ratings level, in which case the rating
one level below the higher of the two Credit Ratings will determine the
Applicable Base Rate Margin; provided further if either S&P or Moody's does not
provide a Credit Rating, the lowest level of Credit Ratings will apply.

         "APPLICABLE LIBOR MARGIN" means, as at any date of determination, a
percentage per annum for Revolving Loans or Term Loans as set forth below
opposite the applicable Credit Ratings:

<TABLE>
<CAPTION>
                                              Revolving Loans                Term Loans
    Credit Ratings                             LIBOR Margin                 LIBOR Margin
----------------------                        ---------------               ------------
<S>                                           <C>                           <C>
BBB- or Baa3 or higher                             2.00%                       2.50%
BB+ or Ba1                                         2.25%                       2.75%
BB or Ba2 or lower                                 2.50%                       3.00%
</TABLE>

; provided that in the event of split Credit Ratings, the applicable level shall
be the highest level for which the criteria for either rating is met, unless the
ratings differential is more than one

                                       2

<PAGE>

ratings level, in which case the rating one level below the higher of the two
Credit Ratings will determine the Applicable LIBOR Margin; provided further if
either S&P or Moody's does not provide a Credit Rating, the lowest level of
Credit Ratings will apply.

         "APPROVED FUND" means a Fund that is administered or managed by (i) a
Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an
entity that administers or manages a Lender.

         "ARRANGERS" means CSFB and BAS, as joint lead arrangers.

         "ASSET SALE" means the sale, lease (other than an Operating Lease),
conveyance or other disposition (including, without limitation, by way of a sale
and leaseback and including any disposition by means of a merger, consolidation
or similar transaction) by Company or any of its Subsidiaries to any Person
other than Company or any of its wholly-owned Subsidiary Guarantors which are
not Regulated Subsidiaries of (i) any of the Capital Stock of any of Company's
Subsidiaries, (ii) substantially all of the assets of any division or line of
business of Company or any of its Subsidiaries, or (iii) any other assets
(whether tangible or intangible) of Company or any of its Subsidiaries other
than (a) the sale or lease of equipment, inventory, accounts receivable or other
assets in the ordinary course of business and consistent with past practice,
including, without limitation, the sale of any investments constituting a
portion of an investment portfolio in the ordinary course of business and
consistent with past practice, (b) Capital Contributions, and (c) any such other
assets to the extent that the aggregate value of such assets sold in any single
transaction or related series of transactions is equal to $1,000,000 or less.

         "ASSIGNMENT AGREEMENT" means an Assignment and Assumption Agreement in
substantially the form of Exhibit X annexed hereto.

         "AVAILABLE CASH" means at any date of determination, the aggregate
Investments described in subsection 7.3(i) at Company and Subsidiary Guarantors
(excluding any cash on hand at a Regulated Subsidiary of Company), which is not
set aside or restricted for any particular purpose minus the sum of $75,000,000
and the next four payments required to be made in respect of Loans under
subsection 2.4A.

         "BANK OF AMERICA" means Bank of America, N.A.

         "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy", as now and hereafter in effect, or any successor statute.

         "BAS" means Banc of America Securities LLC.

         "BASE RATE" means, at any time, the higher of (i) the Prime Rate or
(ii) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate.
Any change in the Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective on the effective date of such change.

                                       3

<PAGE>

         "BASE RATE LOANS" means Loans bearing interest at rates determined by
reference to the Base Rate as provided in subsection 2.2A.

         "BOARD OF DIRECTORS" means the Board of Directors of Company, or any
authorized committee of the Board of Directors.

         "BUSINESS DAY" means (i) for all purposes other than as covered by
clause (ii) below, any day excluding Saturday, Sunday and any day which is a
legal holiday under the laws of the States of New York and Connecticut or is a
day on which banking institutions located in such state are authorized or
required by law or other governmental action to close, and (ii) with respect to
all notices, determinations, fundings and payments in connection with the LIBO
Rate or any LIBOR Loan, any day that is a Business Day described in clause (i)
above and that is also a day for trading by and between banks in Dollar deposits
in the London interbank market.

         "CAPITAL CONTRIBUTIONS" means the contributions by Company or a
Subsidiary of Company to the capital of one or more of the Regulated
Subsidiaries (whether or not in connection with the issuance of Capital Stock by
the Regulated Subsidiary in exchange therefor) in order to satisfy 125% of the
requirements for statutory capital at such Regulated Subsidiaries or 125% of
Company Action Level Risk-based Capital at such Regulated Subsidiaries or other
additional amounts if required by an applicable Healthcare Regulator; provided
that a contribution from Oxford Health Plans (NY), Inc. to Oxford Health
Insurance, Inc. shall not be deemed a Capital Contribution and provided that
amounts contributed by Company to a Regulated Subsidiary which would otherwise
be restricted assets of Company under the terms of Company's tax-sharing
agreement with the Regulated Subsidiaries shall not be deemed a Capital
Contribution.

         "CAPITAL LEASE", as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

         "CAPITAL STOCK" means the capital stock or other equity interests of a
Person or any Security convertible into capital stock or warrants, rights or
options to subscribe therefor.

         "CASH" means money, currency or a credit balance in a Deposit Account.

         "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable Securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, one of the two highest
ratings obtainable from either S&P or Moody's; (iii) commercial paper maturing
no more than one year from the date of creation thereof and having, at the time
of the acquisition thereof, one of the two highest ratings from S&P or Moody's;
(iv) certificates of deposit maturing within one year after such date and issued
or accepted by any Lender or by any

                                       4

<PAGE>

commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia that (a) is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $100,000,000; and (v) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clauses (i)
and (iv) above entered into with any financial institution meeting the
qualifications specified in clause (iv) above.

         "CHANGE IN CONTROL" means such time as (i) Company becomes aware that,
a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act) has become, directly or indirectly, the "beneficial owner," by way
of merger, consolidation or otherwise, of 35% or more of the voting power of the
voting stock of Company on a fully-diluted basis after giving effect to the
conversion and exercise of all outstanding warrants, options and other
Securities of Company (whether or not such securities are then currently
convertible or exercisable), (ii) the sale, lease or transfer of all or
substantially all of the assets of Company to any "person" or "group" (within
the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), (iii), during
any period of two consecutive years beginning from the Closing Date, individuals
who at the beginning of such period constituted the Board of Directors (together
with any new directors whose election by the Board of Directors or whose
nomination for election by the shareholders of Company was approved by a vote of
a majority of the directors then still in office who either were directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
directors of Company then in office, or (iv) the occurrence of any "change of
control" pursuant to documentation relating to any Permitted Indebtedness.

         "CLASS", as applied to Lenders, means each of the following two classes
of Lenders: (i) Lenders having Revolving Loan Exposure and (ii) Lenders having
Term Loan Exposure.

         "CLOSING DATE" means the date on which the initial Loans are made.

         "COLLATERAL" means, collectively, all of the real, personal and mixed
property (including Capital Stock) in which Liens are purported to be granted
pursuant to the Collateral Documents as security for the Obligations.

         "COLLATERAL ACCOUNT" has the meaning assigned to that term in the
Security Agreement.

         "COLLATERAL DOCUMENTS" means the Security Agreement, the Control
Agreements and all other instruments or documents delivered by any Loan Party
pursuant to this Agreement or any of the other Loan Documents in order to grant
to Administrative Agent, on behalf of Lenders, a Lien on any real, personal or
mixed property of that Loan Party as security for the Obligations.

         "COMMERCIAL LETTER OF CREDIT" means any letter of credit or similar
instrument issued for the purpose of providing a payment mechanism in connection
with the purchase of any materials, goods or services by Company or any of its
Subsidiaries in the ordinary course of business of Company or such Subsidiary.

                                       5

<PAGE>

         "COMMITMENTS" means the commitments of Lenders to make Loans as set
forth in subsection 2.1A.

         "COMPANY" has the meaning assigned to that term in the introduction to
this Agreement.

         "COMPANY ACTION LEVEL RISK-BASED CAPITAL" means 200% of the Authorized
Control Level as determined by the applicable NAIC Risk-Based Capital Model
based on annual statutory filings.

         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
of Exhibit VII annexed hereto.

         "CONFIDENTIAL INFORMATION MEMORANDUM" means the Private Information
Memorandum dated April 2003 and supplement thereto prepared by the Arrangers
relating to the credit facilities evidenced by this Agreement.

          "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the sum of
the aggregate of all expenditures (whether paid in cash or other consideration
or accrued as a liability and including that portion of Capital Leases which is
capitalized on the consolidated balance sheet of Company and its Subsidiaries)
by Company and its Subsidiaries during that period that, in conformity with
GAAP, are included in "additions to property, plant or equipment" or comparable
items reflected in the consolidated statement of cash flows of Company and its
Subsidiaries. For purposes of this definition, the purchase price of equipment
that is purchased simultaneously with the trade-in of existing equipment or with
insurance proceeds shall be included in Consolidated Capital Expenditures only
to the extent of the gross amount of such purchase price less the credit granted
by the seller of such equipment for the equipment being traded in at such time
or the amount of such proceeds, as the case may be.

         "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense for such period excluding, however, any interest
expense not payable in Cash (including amortization of discount and amortization
of debt issuance costs).

         "CONSOLIDATED EBITDA" means, for any period, the sum, without
duplication, of the amounts for such period of (i) Consolidated Net Income, (ii)
Consolidated Interest Expense, (iii) provisions for taxes based on income, (iv)
total depreciation expense, (v) total amortization expense, (vi) charges
relating to securities litigation, including reserves for legal expenses,
involving Company not in excess of $196,300,000, (vii) charges in connection
with a termination of a contract with Computer Sciences Corporation not in
excess of $15,500,000 and (viii) other nonrecurring and extraordinary items, but
only, in the case of clauses (ii)-(viii), to the extent deducted in the
calculation of Consolidated Net Income, less (A) Investment and other income,
net (as shown on the consolidated statements of income for such period), (B)
recoveries of any item referred to in clause (vi) above added to Consolidated
Net Income to determine Consolidated EBITDA for a prior period, and (C)
nonrecurring and extraordinary items added in the calculation of Consolidated
Net Income, all of the foregoing as determined on a consolidated basis for
Company and its Subsidiaries in conformity with GAAP.

                                       6

<PAGE>

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of Company and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Company and
its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, net costs under Interest Rate Agreements and amounts referred to in
subsection 2.3 payable to Administrative Agent and Lenders that are considered
interest expense in accordance with GAAP, but excluding, however, (i) any such
amounts referred to in subsection 2.3 on or before the Closing Date and (ii) any
interest on late claims paid by a Regulated Subsidiary that is included as a
finance expense in Company's consolidated financial statements.

         "CONSOLIDATED LEVERAGE RATIO" means, at any date of determination, the
ratio of (a) Consolidated Total Debt as of the last day of the Fiscal Quarter
for which such determination is being made minus Available Cash to (b)
Consolidated EBITDA for the consecutive four Fiscal Quarters ending on the last
day of the Fiscal Quarter for which the determination is being made.

         "CONSOLIDATED NET INCOME" means, for any period, the net income (or
loss) of Company and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP; provided
that there shall be excluded (i) the income (or loss) of any Person (other than
a Subsidiary of Company) in which any other Person (other than Company or any of
its Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to Company or any of its
Subsidiaries by such Person during such period, (ii) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of Company or is merged
into or consolidated with Company or any of its Subsidiaries or that Person's
assets are acquired by Company or any of its Subsidiaries and (iii) any
after-tax gains or losses attributable to Asset Sales or returned surplus assets
of any Pension Plan.

         "CONSOLIDATED NET WORTH" means, as at any date of determination, the
sum of the Capital Stock and additional paid-in capital plus retained earnings
(or minus accumulated deficits) of Company and its Subsidiaries on a
consolidated basis determined in conformity with GAAP.

         "CONSOLIDATED TOTAL DEBT" means, as at any date of determination, the
sum of (i) aggregate amount of all Indebtedness of Company and its Subsidiaries
determined on a consolidated basis and (ii) Letter of Credit Usage and the face
amount of outstanding letters of credit issued for the benefit of Company and
its Subsidiaries that are not issued pursuant to this Agreement.

         "CONTINGENT OBLIGATION", as applied to any Person, means any direct or
indirect liability, contingent or otherwise, of that Person (i) with respect to
any Indebtedness, lease, dividend or other obligation of another if the primary
purpose or intent thereof by the Person incurring the Contingent Obligation is
to provide assurance to the obligee of such obligation of another that such
obligation of another will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such obligation
will be protected (in whole or in part) against loss in respect thereof, (ii)
with respect to any letter of credit issued for the

                                       7

<PAGE>

account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings, or (iii) under Hedge Agreements. Contingent
Obligations shall include (a) the direct or indirect guaranty, endorsement
(otherwise than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of the
obligation of another, (b) the obligation to make take-or-pay or similar
payments if required regardless of non-performance by any other party or parties
to an agreement, and (c) any liability of such Person for the obligation of
another through any agreement (contingent or otherwise) (1) to purchase,
repurchase or otherwise acquire such obligation or any security therefor, or to
provide funds for the payment or discharge of such obligation (whether in the
form of loans, advances, stock purchases, capital contributions or otherwise) or
(2) to maintain the solvency or any balance sheet item, level of income or
financial condition of another if, in the case of any agreement described under
subclauses (1) or (2) of this sentence, the primary purpose or intent thereof is
as described in the preceding sentence. The amount of any Contingent Obligation
shall be equal to the amount of the obligation so guaranteed or otherwise
supported or, if less, the amount to which such Contingent Obligation is
specifically limited.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any Security issued by that Person or of any material indenture, mortgage,
deed of trust, contract, undertaking, agreement or other instrument to which
that Person is a party or by which it or any of its properties is bound or to
which it or any of its properties is subject.

         "CONTROL AGREEMENT" means an agreement, satisfactory in form and
substance to Administrative Agent and executed by the financial institution or
securities intermediary at which a Deposit Account or a Securities Account is
maintained, pursuant to which such financial institution or securities
intermediary confirms and acknowledges Administrative Agent's security interest
in such account, and agrees that the financial institution or securities
intermediary, as the case may be, will comply with instructions originated by
Administrative Agent as to disposition of funds and/or securities in such
account, without further consent by Company or any Subsidiary.

         "CREDIT RATINGS" means the credit ratings for the Commitments and the
Loans under this Agreement as given by S&P and/or Moody's on a prospective basis
prior to the Closing Date or on an actual basis thereafter.

         "CSFB" has the meaning assigned to that term in the introduction to
this Agreement.

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement, futures contract, option contract, synthetic cap or other similar
agreement or arrangement to which Company or any of its Subsidiaries is a party.

         "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than (x) an account evidenced by a negotiable certificate of
deposit or (y) an account that holds monies deposited by plan participants or
groups for payment of claims.

         "DOLLARS" and the sign "$" mean the lawful money of the United States
of America.

                                       8

<PAGE>

         "ELIGIBLE ASSIGNEE" means (i) any Lender, any Affiliate of any Lender
and any Approved Fund of any Lender; and (ii) (a) a commercial bank organized
under the laws of the United States or any state thereof; (b) a savings and loan
association or savings bank organized under the laws of the United States or any
state thereof; (c) a commercial bank organized under the laws of any other
country or a political subdivision thereof; provided that (1) such bank is
acting through a branch or agency located in the United States or (2) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country; and (d) any other entity that is an "accredited investor" (as defined
in Regulation D under the Securities Act) that extends credit or buys loans as
one of its businesses including insurance companies, mutual funds and lease
financing companies; provided that neither Company nor any Affiliate of Company
nor any entity which is a competitor of Company and its Subsidiaries in the
Healthcare Service Business nor any Affiliate of such an entity shall be an
Eligible Assignee.

         "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as defined in
Section 3(3) of ERISA which is or was maintained or contributed to by Company,
any of its Subsidiaries or any of their respective ERISA Affiliates.

         "ENVIRONMENTAL CLAIM" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Government Entity or any
other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity, or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

         "ENVIRONMENTAL LAWS" means any and all current or future statutes,
ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other requirements of any Government Entity
relating to (i) environmental matters, including those relating to any Hazardous
Materials Activity, (ii) the generation, use, storage, transportation or
disposal of Hazardous Materials, or (iii) occupational safety and health,
industrial hygiene, land use or the protection of human, plant or animal health
or welfare, in any manner applicable to Company or any of its Subsidiaries or
any Facility.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor thereto.

         "ERISA AFFILIATE", as applied to any Person, means (i) any corporation
that is a member of a controlled group of corporations within the meaning of
Section 414(b) of the Internal Revenue Code of which that Person is a member;
(ii) any trade or business (whether or not incorporated) that is a member of a
group of trades or businesses under common control within the meaning of Section
414(c) of the Internal Revenue Code of which that Person is a member; and (iii)
any member of an affiliated service group within the meaning of Section 414(m)
or (o) of the Internal Revenue Code of which that Person, any corporation
described in clause (i) above or any trade or business described in clause (ii)
above is a member. Any former ERISA Affiliate of a Person or any of its
Subsidiaries shall continue to be considered an ERISA Affiliate of such

                                       9

<PAGE>

Person or such Subsidiary within the meaning of this definition with respect to
the period such entity was an ERISA Affiliate of such Person or such Subsidiary
and with respect to liabilities arising after such period for which such Person
or such Subsidiary could be liable under the Internal Revenue Code or ERISA.

         "ERISA EVENT" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Company, any of its Subsidiaries or any of their respective ERISA
Affiliates from any Pension Plan with two or more contributing sponsors or the
termination of any such Pension Plan resulting in liability pursuant to Section
4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which
might constitute grounds under ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan; (vi) the imposition of liability
on Company, any of its Subsidiaries or any of their respective ERISA Affiliates
pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of
Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of its
Subsidiaries or any of their respective ERISA Affiliates in a complete or
partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from
any Multiemployer Plan if there is any potential liability therefor, or the
receipt by Company, any of its Subsidiaries or any of their respective ERISA
Affiliates of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
assertion of a material claim (other than routine claims for benefits) against
any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,
or against Company, any of its Subsidiaries or any of their respective ERISA
Affiliates in connection with any Employee Benefit Plan; (ix) receipt from the
Internal Revenue Service of notice of the failure of any Pension Plan (or any
other Employee Benefit Plan intended to be qualified under Section 401(a) of the
Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue
Code, or the failure of any trust forming part of any Pension Plan to qualify
for exemption from taxation under Section 501(a) of the Internal Revenue Code;
or (x) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the
Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

         "EVENT OF DEFAULT" means each of the events set forth in Section 8.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

                                       10

<PAGE>

         "EXISTING CREDIT AGREEMENT" means that certain Credit Agreement dated
as of December 22, 2000, as amended from time to time, among Company, the
financial institutions party thereto, CSFB, as administrative agent, Deutsche
Bank Securities Inc., as syndication agent and Credit Lyonnais New York Branch,
as documentation agent.

         "EXTENDED MATURITY INDEBTEDNESS" means one or more issuances of
Indebtedness of Company and its Subsidiaries in an initial aggregate principal
amount not exceeding the principal amount of the Term Loans that has been repaid
or prepaid minus the aggregate principal amount of any Permitted Indebtedness
that exceeds $200,000,000, (x) having a final stated maturity no earlier than
the six month anniversary of the final stated maturity of the Term Loans and
percentage amortization no greater than the amortization of the Term Loans
(i.e., Extended Maturity Indebtedness must have an averaged weighted life to
maturity longer than the Term Loans), (y) which shall be included within this
Agreement as increased Commitments hereunder and may be included as a separate
Class, in any case, pursuant to an appropriate agreement of joinder executed by
Company, Administrative Agent and the lenders committing to provide such
additional Indebtedness, and (z) which shall be equally and ratably secured with
the obligations under the Collateral Documents and receive the equal and ratable
benefit of the Subsidiary Guaranty, if any.

         "FACILITIES" means any and all real property (including all buildings,
fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased, operated or used by Company or any of its Subsidiaries or any of
their respective predecessors or Affiliates.

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

         "FINANCIAL PLAN" has the meaning assigned to that term in subsection
6.1(xii).

         "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority over any other Lien on such Collateral (other
than Liens permitted pursuant to subsection 7.2) and (ii) such Lien is the only
Lien (other than Liens permitted pursuant to subsection 7.2) to which such
Collateral is subject.

         "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

         "FISCAL YEAR" means the fiscal year of Company and its Subsidiaries
ending on December 31 of each calendar year. For purposes of this Agreement, any
particular Fiscal Year shall be designated by reference to the calendar year in
which such Fiscal Year ends.

                                       11

<PAGE>

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

         "FUNDING AND PAYMENT ACCOUNT" means the account specified in the
payment instructions appearing below Administrative Agent's signature herein or
at the account designated as such in any other written notice delivered by
Administrative Agent to Company and each Lender.

         "FUNDING AND PAYMENT OFFICE" means the office of Administrative Agent
located at 11 Madison Avenue, New York, New York 10010 or such other office of
Administrative Agent as may from time to time hereafter be designated as such in
a written notice delivered by Administrative Agent to Company and each Lender.

         "FUNDING DATE" means the date of the funding of a Loan.

         "GAAP" means, subject to the limitations on the application thereof set
forth in subsection 1.2, generally accepted accounting principles set forth in
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, in each case as the same are applicable to the circumstances as of
the date of determination.

         "GOVERNING BODY" means the board of directors or other body having the
power to direct or cause the direction of the management and policies of a
Person that is a corporation, partnership, trust or limited liability company.

         "GOVERNMENT ENTITY" means any governmental or political subdivision or
department thereof, any governmental or regulatory body, commission, board,
bureau, agency or instrumentality, including without limitation any Healthcare
Regulator, or any court or arbitrator or alternative dispute resolution body, in
each case whether federal, state, local or foreign.

         "GOVERNMENT REIMBURSEMENT PROGRAMS" means (i) the United States acting
under the Medicare program established under the Federal Social Security Act or
the Civilian Health and Medical Program for the Uniform Services, (ii) any state
or the District of Columbia acting pursuant to a health plan adopted pursuant to
title XIX of the Federal Social Security Act or (iii) any agent, administrator
intermediary or carrier for any of the foregoing.

         "GOVERNMENTAL AUTHORIZATION" means (i) any and all certificates,
permits, licenses, franchises, concessions, grants, consents, approvals, orders,
registrations, authorizations, waivers, variances or clearances from, or filings
or registrations with, any Government Entities, and (ii) any and all waiting
periods imposed by applicable laws, rules and regulations.

         "GRANTING LENDER" has the meaning specified in subsection 10.1B(iv).

                                       12

<PAGE>

         "HAZARDOUS MATERIALS" means (i) any chemical, material or substance at
any time defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "extremely hazardous waste", "acutely
hazardous waste", "radioactive waste", "biohazardous waste", "pollutant", "toxic
pollutant", "contaminant", "restricted hazardous waste", "infectious waste",
"toxic substances", or any other term or expression intended to define, list or
classify substances by reason of properties harmful to health, safety or the
indoor or outdoor environment (including harmful properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, "TCLP toxicity" or "EP toxicity" or words of similar import under any
applicable Environmental Laws); (ii) any oil, petroleum, petroleum fraction or
petroleum derived substance; (iii) any drilling fluids, produced waters and
other wastes associated with the exploration, development or production of crude
oil, natural gas or geothermal resources; (iv) any flammable substances or
explosives; (v) any radioactive materials; (vi) any asbestos-containing
materials; (vii) urea formaldehyde foam insulation; (viii) electrical equipment
which contains any oil or dielectric fluid containing polychlorinated biphenyls;
(ix) pesticides; and (x) any other chemical, material or substance, exposure to
which is prohibited, limited or regulated by any Government Entity or which may
or could pose a hazard to the health and safety of the owners, occupants or any
Persons in the vicinity of any Facility or to the indoor or outdoor environment.

         "HAZARDOUS MATERIALS ACTIVITY" means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.

         "HEALTHCARE AUTHORIZATIONS" means any and all Governmental
Authorizations necessary to enable Company, any of its Principal Subsidiaries or
any Subsidiary Guarantor to engage in the Healthcare Service Business, operate
as an HMO or insurance company or participate in Government Reimbursement
Programs.

         "HEALTHCARE REGULATIONS" means all laws, regulations, directives,
administrative orders and decisions applicable to HMOs, healthcare service
providers, healthcare-related insurance companies, Persons engaged in the
Healthcare Service Business or any other similar Persons and any rules,
regulations, orders, directives and decisions promulgated or issued pursuant
thereto.

         "HEALTHCARE REGULATOR" means any Person charged with the
administration, oversight or enforcement of any Healthcare Regulation, whether
primarily, secondarily or jointly.

         "HEALTHCARE SERVICE BUSINESS" means a business, the majority of whose
revenues (exclusive of revenues derived from extending credit to, or buying
loans of, a company in such a business) are derived from providing or arranging
to provide or administering, managing or monitoring healthcare services or any
business or activity that is reasonably similar thereto that is, in either case,
substantially similar to the business of Company or a reasonable extension,
development or expansion thereof or ancillary thereto, including, without
limitation, the issuance of insurance for healthcare services.

                                       13

<PAGE>

         "HEDGE AGREEMENT" means an Interest Rate Agreement or a Currency
Agreement designed to hedge against fluctuations in interest rates or currency
values, respectively.

          "HMO" means any Person doing business as a health maintenance
organization (or required to qualify or to be licensed as such) or a similar
managed care organization under applicable Healthcare Regulations.

         "HOSTILE ACQUISITION" means the acquisition of the Capital Stock or
other equity interests of a Person through a tender offer or similar
solicitation of the owners of such Capital Stock or other equity interests which
has not been approved (prior to such acquisition and which approval remain in
effect) by resolutions of the Governing Body of such Person or by similar action
if such Person is not a corporation.

         "INDEBTEDNESS", as applied to any Person, means (i) all indebtedness
for borrowed money, (ii) that portion of obligations with respect to Capital
Leases that is properly classified as a liability on a balance sheet in
conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA),
which purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar
written instrument, (v) Synthetic Lease Obligations, and (vi) all indebtedness
secured by any Lien on any property or asset owned or held by that Person
regardless of whether the indebtedness secured thereby shall have been assumed
by that Person or is nonrecourse to the credit of that Person. Obligations under
Interest Rate Agreements and Currency Agreements constitute (1) in the case of
Hedge Agreements, Contingent Obligations, and (2) in all other cases,
Investments, and in neither case constitute Indebtedness.

         "INDEMNITEE" has the meaning assigned to that term in subsection 10.3.

         "INTELLECTUAL PROPERTY" means all patents, trademarks, tradenames,
copyrights, technology, software, know-how and processes used in or necessary
for the conduct of the business of Company and its Subsidiaries as currently
conducted that are material to the condition (financial or otherwise), business
or operations of Company and its Subsidiaries, taken as a whole.

         "INTEREST PAYMENT DATE" means (i) with respect to any Base Rate Loan,
the last Business Day of each March, June, September and December of each year,
commencing on the last Business Day of June, 2003, and (ii) with respect to any
LIBOR Loan, the last day of each Interest Period applicable to such Loan;
provided that in the case of each Interest Period of six months "Interest
Payment Date" shall also include the date that is three months after the
commencement of such Interest Period.

         "INTEREST PERIOD" has the meaning assigned to that term in subsection
2.2B.

                                       14

<PAGE>

         "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement to which Company or any of its Subsidiaries is a party.

         "INTEREST RATE DETERMINATION DATE", with respect to any Interest
Period, means the second Business Day prior to the first day of such Interest
Period.

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, and any successor
statute.

         "INVESTMENT" means (i) any direct or indirect purchase or other
acquisition by Company or any of its Subsidiaries of, or of a beneficial
interest in, any Securities of any other Person (including any Subsidiary of
Company), (ii) any direct or indirect redemption, retirement, purchase or other
acquisition for value, by any Subsidiary of Company from any Person other than
Company or any of its Subsidiary Guarantors which are not Regulated
Subsidiaries, of any equity Securities of such Subsidiary, (iii) any direct or
indirect loan, advance (other than (x) advances to employees for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in
the ordinary course of business or (y) funding accounts which are used to pay
claims of plan participants or groups in an aggregate amount not to exceed
$10,000,000) or capital contribution by Company or any of its Subsidiaries to
any other Person (other than a wholly-owned Subsidiary Guarantor of Company
which is not a Regulated Subsidiary), including all indebtedness and accounts
receivable from that other Person that are not current assets or did not arise
from sales to that other Person in the ordinary course of business, or (iv)
Interest Rate Agreements or Currency Agreements not constituting Hedge
Agreements. The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment (other than adjustments for the repayment of, or the
refund of capital with respect to, the original principal amount of any such
Investment).

         "INVESTMENT GRADE SECURITIES" means: (i) United States government
Securities; (ii) any certificate of deposit, maturing not more than 270 days
after the date of acquisition, issued by, or time deposit of, a commercial
banking institution that has combined capital and surplus of not less than
$100,000,000 or its equivalent in foreign currency, whose debt is rated at the
time as of which any investment therein is made, "A" (or higher) according to
S&P or Moody's, or if neither S&P nor Moody's shall then exist, the equivalent
of such rating by any other nationally recognized securities rating agency;
(iii) commercial paper, maturing not more than 270 days after the date of
acquisition, issued by a corporation (other than an Affiliate or Subsidiary of
Company) with a rating, at the time as of which any investment therein is made,
of "A-1" (or higher) according to S&P or "P-1" (or higher) according to Moody's,
or if neither S&P nor Moody's shall then exist, the equivalent of such rating by
any other nationally recognized securities rating agency; (iv) any bankers'
acceptances or any money market deposit accounts, in each case, issued or
offered by any commercial bank having capital and surplus in excess of
$100,000,000 or its equivalent in foreign currency, whose debt is rated at the
time as of which any investment therein is made, "A" (or higher) according to
S&P or Moody's, or if neither S&P nor Moody's shall then exist, the equivalent
of such rating by any other nationally recognized

                                       15

<PAGE>

securities rating agency; (v) any other debt Securities or debt instruments with
a rating of "BBB-" or higher by S&P, "Baa-3" or higher by Moody's, Class "2" or
higher by the NAIC or the equivalent of such rating by S&P, Moody's or the NAIC,
or if none of S&P, Moody's and the NAIC shall then exist, the equivalent of such
rating by any other nationally recognized securities rating agency; and (vi) any
fund investing exclusively in investments of the types described in clauses (i)
through (v) above.

         "IP COLLATERAL" means, collectively, the Intellectual Property that
constitutes Collateral under the Security Agreement.

         "ISSUING LENDER" means, with respect to any Letter of Credit, the
Revolving Lender that agrees or is otherwise obligated to issue such Letter of
Credit, determined as provided in subsection 3.1B(ii).

         "JOINT VENTURE" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided
that in no event shall any corporate Subsidiary of any Person be considered to
be a Joint Venture to which such Person is a party.

         "LENDER" and "LENDERS" means the Persons identified as "Lenders" and
listed on the signature pages of this Agreement, together with their successors
and permitted assigns pursuant to subsection 10.1, and the term "Lenders" shall
include Swing Line Lender unless the context otherwise requires; provided that
the term "Lenders", when used in the context of a particular Commitment, shall
mean Lenders having that Commitment.

         "LETTER OF CREDIT" or "LETTERS OF CREDIT" means Commercial Letters of
Credit and Standby Letters of Credit issued or to be issued by Issuing Lenders
for the account of Company pursuant to subsection 3.1.

         "LETTER OF CREDIT USAGE" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is or at any time thereafter may
become available for drawing under all Letters of Credit then outstanding plus
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Lenders and not theretofore reimbursed out of the proceeds of Revolving
Loans pursuant to subsection 3.3B or otherwise reimbursed by Company.

         "LIBO RATE" shall mean, with respect to any LIBOR Loan for any Interest
Period, the rate per annum determined by Administrative Agent at approximately
11:00 a.m. (London time) on the Interest Rate Determination Date for such
Interest Period by reference to the British Bankers' Association Interest
Settlement Rates for deposits in Dollars (as set forth by any service selected
by Administrative Agent which has been nominated by the British Bankers'
Association as an authorized information vendor for the purpose of displaying
such rates) for a period equal to such Interest Period; provided that, to the
extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition the "LIBO Rate" shall be the interest rate per
annum determined by Administrative Agent as the average of the rates per annum
at which deposits in Dollars are offered for such Interest Period to major banks
in the London interbank

                                       16

<PAGE>

market in London, England by Administrative Agent at approximately 11:00 a.m.
(London time) on the Interest Rate Determination Date for such Interest Period.
Each determination by Administrative Agent pursuant to this definition shall be
conclusive absent manifest error.

         "LIBOR LOAN" means a Loan bearing interest at rates determined by
reference to the LIBO Rate as provided in subsection 2.2A.

         "LIEN" means any lien, mortgage, pledge, assignment, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give
any security interest) and any option, trust or other preferential arrangement
having the practical effect of any of the foregoing.

         "LOAN" or "LOANS" means one or more of the Term Loans, Revolving Loans
or Swing Line Loans or any Extended Maturity Indebtedness or any combination
thereof.

         "LOAN DOCUMENTS" means this Agreement, the Notes, the Letters of Credit
(and any applications for, or reimbursement agreements or other documents or
certificates executed by Company in favor of an Issuing Lender relating to, the
Letters of Credit), the Subsidiary Guaranty and the Collateral Documents.

         "LOAN PARTY" means each of Company and any of Company's Subsidiaries
from time to time executing a Loan Document, and "LOAN PARTIES" means all such
Persons, collectively.

         "MARGIN STOCK" has the meaning assigned to that term in Regulation U of
the Board of Governors of the Federal Reserve System as in effect from time to
time.

         "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect upon the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Company and its Subsidiaries taken as a whole or Company only or
(ii) the impairment in any material respect of the ability of any Loan Party to
perform, or of Administrative Agent or Lenders to enforce, the Obligations.

         "MATERIAL CONTRACT" means any contract or other arrangement to which
Company or any of its Subsidiaries is a party (other than the Loan Documents),
including contracts under Government Reimbursement Programs, for which breach,
nonperformance, cancellation or failure to renew could have a Material Adverse
Effect.

         "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT" has the meaning
assigned to that term in subsection 7.8.

         "MOODY'S" means Moody's Investor Service, Inc.

         "MULTIEMPLOYER PLAN" means any Employee Benefit Plan that is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

         "NAIC" means the National Association of Insurance Commissioners and
its successors.

                                       17

<PAGE>

         "NET ASSET SALE PROCEEDS", with respect to any Asset Sale, means Cash
payments (including any Cash received by way of deferred payment pursuant to, or
by monetization of, a note receivable or otherwise, but only as and when so
received) received from such Asset Sale, net of any bona fide direct costs
incurred in connection with such Asset Sale, including (i) income taxes
reasonably estimated to be actually payable within two years of the date of such
Asset Sale as a result of any gain recognized in connection with such Asset Sale
and (ii) payment of the outstanding principal amount of, premium or penalty, if
any, and interest on any Indebtedness (other than the Loans) that is secured by
a Lien on the stock or assets in question and that is required to be repaid
under the terms thereof as a result of such Asset Sale.

         "NET DEBT SECURITIES PROCEEDS" has the meaning assigned to that term in
subsection 2.4B(iii)(c).

         "NET EQUITY SECURITIES PROCEEDS" has the meaning assigned to that term
in subsection 2.4B(iii)(b).

         "NON-CONSENTING LENDER" has the meaning assigned to that term in
subsection 2.9.

         "NON-US LENDER" has the meaning assigned to that term in subsection
2.7B(iii)(a).

         "NOTES" means one or more of the Term Notes, Revolving Notes or Swing
Line Note or any combination thereof.

         "NOTICE OF BORROWING" means a notice substantially in the form of
Exhibit I annexed hereto.

         "NOTICE OF CONVERSION/CONTINUATION" means a notice substantially in the
form of Exhibit II annexed hereto.

         "OBLIGATIONS" means all obligations of every nature of each Loan Party
from time to time owed to Administrative Agent, Lenders or any of them under the
Loan Documents, whether for principal, interest, reimbursement of amounts drawn
under Letters of Credit, fees, expenses, indemnification or otherwise.

         "OFFICER" means the president, chief executive officer, a vice
president, chief financial officer, treasurer, general partner (if an
individual), managing member (if an individual) or other individual appointed by
the Governing Body or the Organizational Documents of a corporation,
partnership, trust or limited liability company to serve in a similar capacity
as the foregoing.

         "OFFICER'S CERTIFICATE", as applied to any Person that is a
corporation, partnership, trust or limited liability company, means a
certificate executed on behalf of such Person by one or more Officers of such
Person or one or more Officers of a general partner or a managing member if such
general partner or managing member is a corporation, partnership, trust or
limited liability company.

                                       18

<PAGE>

         "OPERATING LEASE", as applied to any Person, means any lease (including
leases that may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) that is not a Capital Lease other than any
such lease under which that Person is the lessor.

         "ORGANIZATIONAL DOCUMENTS" means the documents (including Bylaws, if
applicable) pursuant to which a Person that is a corporation, partnership, trust
or limited liability company is organized.

         "PARTICIPANT" means a purchaser of a participation in the rights and
obligations under this Agreement pursuant to subsection 10.1C.

         "PATRIOT ACT" means the Uniting and Strengthening America By Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act
of 2001).

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

         "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

         "PERMITTED ACQUISITION" means the acquisition of a business (whether
through the purchase of assets or of shares of Capital Stock) by Company or one
of its Subsidiaries as to which the following conditions are satisfied: (a) such
acquisition is not a Hostile Acquisition; (b) after giving effect thereto (and
the incurrence and/or assumption of Indebtedness permitted to be incurred or
assumed pursuant to subsection 7.1 in connection therewith), (i) Company is in
pro forma compliance with the covenants set forth in subsection 7.6 and (ii) no
Potential Event of Default or Event of Default shall have occurred and be
continuing; and (c) in the case of any acquisition involving aggregate
consideration (including Indebtedness incurred and/or assumed permitted to be
incurred or assumed pursuant to subsection 7.1 and Capital Stock of Company) of
$100,000,000 or more, Company delivers, on or prior to the date of consummation
of such acquisition, to Administrative Agent an Officer's Certificate
demonstrating in reasonable detail pro forma compliance with the covenants set
forth in subsection 7.6 (after giving effect to such acquisition and the
incurrence and/or assumption of any Indebtedness in connection therewith).

         "PERMITTED ENCUMBRANCES" means the following types of Liens (excluding
any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal
Revenue Code or by ERISA, any such Lien relating to or imposed in connection
with any Environmental Claim, and any such Lien expressly prohibited by any
applicable terms of any of the Collateral Documents):

                  (i)      Liens for taxes, assessments or governmental charges
         or claims the payment of which is not, at the time, required by
         subsection 6.3;

                  (ii)     statutory Liens of landlords, statutory Liens and
         rights of set-off of banks, statutory Liens of carriers, warehousemen,
         mechanics, repairmen, workmen and materialmen, and other Liens imposed
         by law, in each case incurred in the ordinary course of business (a)
         for amounts not yet overdue or (b) for amounts that are overdue and
         that (in the case of any such amounts overdue for a period in excess of
         5 days) are

                                       19

<PAGE>

         being contested in good faith by appropriate proceedings, so long as
         (1) such reserves or other appropriate provisions, if any, as shall be
         required by GAAP shall have been made for any such contested amounts,
         and (2) in the case of a Lien with respect to any portion of the
         Collateral, such contest proceedings conclusively operate to stay the
         sale of any portion of the Collateral on account of such Lien;

                  (iii)    Liens incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance and other types of social security, or to secure
         the performance of tenders, statutory obligations, surety and appeal
         bonds, bids, leases, government contracts, trade contracts, performance
         and return-of-money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money), so long as no
         foreclosure, sale or similar proceedings have been commenced with
         respect to any portion of the Collateral on account thereof;

                  (iv)     any attachment or judgment Lien not constituting an
         Event of Default under subsection 8.8;

                  (v)      leases or subleases granted to third parties in
         accordance with any applicable terms of the Collateral Documents and
         not interfering in any material respect with the ordinary conduct of
         the business of Company or any of its Subsidiaries or resulting in a
         material diminution in the value of any Collateral as security for the
         Obligations;

                  (vi)     easements, rights-of-way, restrictions,
         encroachments, and other minor defects or irregularities in title, in
         each case which do not and will not interfere in any material respect
         with the ordinary conduct of the business of Company or any of its
         Subsidiaries or result in a material diminution in the value of any
         Collateral as security for the Obligations;

                  (vii)    any (a) interest or title of a lessor or sublessor
         under any lease not prohibited by this Agreement, (b) restriction or
         encumbrance that the interest or title of such lessor or sublessor may
         be subject to, or (c) subordination of the interest of the lessee or
         sublessee under such lease to any restriction or encumbrance referred
         to in the preceding clause (b), so long as the holder of such
         restriction or encumbrance agrees to recognize the rights of such
         lessee or sublessee under such lease;

                  (viii)   Liens arising from filing UCC financing statements
         relating solely to leases not prohibited by this Agreement;

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

                  (x)      any zoning or similar law or right reserved to or
         vested in any governmental office or agency to control or regulate the
         use of any real property;

                                       20

<PAGE>

                  (xi)     Liens encumbering deposits made to secure obligations
         arising from statutory or regulatory requirements of Company or any of
         its Subsidiaries; and

                  (xii)    Liens securing obligations (other than obligations
         representing Indebtedness for borrowed money) under operating,
         reciprocal easement or similar agreements entered into in the ordinary
         course of business of Company and its Subsidiaries.

         "PERMITTED INDEBTEDNESS" means the unsecured Indebtedness of Company
that may be issued from time to time after the Closing Date, in aggregate
principal amount not to exceed the sum of $200,000,000, plus, on the date of
issuance of such Indebtedness, the principal amount of the Term Loans that has
been repaid or prepaid, minus the aggregate principal amount of any Extended
Maturity Indebtedness outstanding on such date, which Indebtedness shall not
mature, and have no mandatory prepayments or redemptions and no sinking fund
payments, prior to October 31, 2009 and shall be issued pursuant to
documentation containing covenants, defaults, remedies and other terms and
conditions in form and substance satisfactory to Administrative Agent.

         "PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether federal,
state or local, domestic or foreign, and including political subdivisions
thereof) and agencies or other administrative or regulatory bodies thereof.

         "PLEDGED COLLATERAL" means, collectively, the "Pledged Collateral" as
defined in the Security Agreement.

         "POTENTIAL EVENT OF DEFAULT" means a condition or event that, after
notice or lapse of time or both, would constitute an Event of Default.

         "PRIME RATE" means the rate that CSFB announces from time to time as
its prime lending rate, as in effect from time to time. The Prime Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. CSFB or any other Lender may make commercial
loans or other loans at rates of interest at, above or below the Prime Rate.

         "PRINCIPAL SUBSIDIARY" means each of Oxford Health Plans (NY), Inc.,
Oxford Health Plans (NJ), Inc., Oxford Health Plans (CT), Inc., Oxford Health
Insurance, Inc., and Investors Guaranty Life Insurance Company.

         "PROCEEDINGS" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration.

         "PRODUCT" means the products of Company and its Subsidiaries at the
level of detail included in the Confidential Information Memorandum.

                                       21

<PAGE>

         "PRO RATA SHARE" means (i) with respect to all payments, computations
and other matters relating to the Term Loan Commitment or the Term Loan of any
Lender, the percentage obtained by dividing (x) the Term Loan Exposure of that
Lender by (y) the aggregate Term Loan Exposure of all Lenders, (ii) with respect
to all payments, computations and other matters relating to the Revolving Loan
Commitment or the Revolving Loans of any Lender or any Letters of Credit issued
or participations therein purchased by any Lender or any assignments of any
Swing Line Loans purchased by any Lender, the percentage obtained by dividing
(x) the Revolving Loan Exposure of that Lender by (y) the aggregate Revolving
Loan Exposure of all Lenders, and (iii) for all other purposes with respect to
each Lender, the percentage obtained by dividing (x) the sum of the Term Loan
Exposure of that Lender plus the Revolving Loan Exposure of that Lender by (y)
the sum of the aggregate Term Loan Exposure of all Lenders plus the aggregate
Revolving Loan Exposure of all Lenders, in any such case as the applicable
percentage may be adjusted by assignments permitted pursuant to subsection 10.1.

         "PTO" means the United States Patent and Trademark Office or any
successor or substitute office in which filings are necessary or, in the opinion
of Administrative Agent, desirable in order to create or perfect Liens on any IP
Collateral.

         "PURCHASE MONEY OBLIGATIONS" means, with respect to any Person, any
obligations of such Person to any seller or any other Person incurred or assumed
to finance the purchase, or the cost of construction or improvement, of real or
personal property to be used in the business of such Person or any of its
Subsidiaries in an amount that is not more than 100% of the cost, or fair market
value, as appropriate, of such property, and incurred within 90 days after the
date of such acquisition (excluding accounts payable to trade creditors incurred
in the ordinary course of business).

         "REAL PROPERTY ASSET" means, at any time of determination, any interest
then owned by any Loan Party in any real property.

         "REFUNDED SWING LINE LOANS" has the meaning assigned to that term in
subsection 2.1A(iii)(b).

         "REGISTER" has the meaning assigned to that term in subsection 2.1D.

         "REGULATED SUBSIDIARY" means each of the following Subsidiaries of
Company: Investors Guaranty Life Insurance Company, Oxford Health Plans (NJ),
Inc., Oxford Health Plans (NY), Inc., Oxford Health Insurance, Inc. and Oxford
Health Plans (CT), Inc. and any other Person engaged in the Healthcare Service
Business which is or becomes a Subsidiary of Company.

         "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "REIMBURSEMENT DATE" has the meaning assigned to that term in
subsection 3.3B.

                                       22

<PAGE>

         "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Materials), including the
movement of any Hazardous Materials through the air, soil, surface water or
groundwater.

         "REQUEST FOR ISSUANCE" means a request substantially in the form of
Exhibit III annexed hereto.

         "REQUISITE CLASS LENDERS" means, at any time of determination (i) for
the Class of Lenders having Revolving Loan Exposure, Lenders having or holding
more than 50% of the aggregate Revolving Loan Exposure of all Lenders, and (ii)
for the Class of Lenders having Term Loan Exposure, Lenders having or holding
more than 50% of the aggregate Term Loan Exposure of all Lenders.

         "REQUISITE LENDERS" means Lenders having or holding more than 50% of
the sum of the aggregate Term Loan Exposure of all Lenders plus the aggregate
Revolving Loan Exposure of all Lenders.

         "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of Company now or hereafter outstanding, except a dividend payable
solely in shares of that class of stock to the holders of that class, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital
Stock of Company now or hereafter outstanding (other than a purchase of common
stock of Company tendered upon exercise of an employee stock option that
involves no payment of cash by Company), (iii) any payment made to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of Capital Stock of Company now or hereafter
outstanding, and (iv) any payment or prepayment of principal of, premium, if
any, or redemption, purchase, retirement, defeasance (including in-substance or
legal defeasance), sinking fund or similar payment with respect to, Permitted
Indebtedness, including any Subordinated Indebtedness.

         "REVOLVING LENDER" means a Lender that has a Revolving Loan Commitment
and/or that has an outstanding Revolving Loan.

         "REVOLVING LOAN COMMITMENT" means the commitment of a Revolving Lender
to make Revolving Loans to Company pursuant to subsection 2.1A(ii), and
"REVOLVING LOAN COMMITMENTS" means such commitments of all Revolving Lenders in
the aggregate.

         "REVOLVING LOAN COMMITMENT TERMINATION DATE" means April 25, 2008.

         "REVOLVING LOAN EXPOSURE", with respect to any Revolving Lender, means,
as of any date of determination (i) prior to the termination of the Revolving
Loan Commitments, that Lender's Revolving Loan Commitment, and (ii) after the
termination of the Revolving Loan Commitments, the sum of (a) the aggregate
outstanding principal amount of the Revolving Loans of that Lender plus (b) in
the event that Lender is an Issuing Lender, the aggregate Letter of

                                       23

<PAGE>

Credit Usage in respect of all Letters of Credit issued by that Lender (in each
case net of any participations purchased by other Lenders in such Letters of
Credit or in any unreimbursed drawings thereunder) plus (c) the aggregate amount
of all participations purchased by that Lender in any outstanding Letters of
Credit or any unreimbursed drawings under any Letters of Credit plus (d) in the
case of Swing Line Lender, the aggregate outstanding principal amount of all
Swing Line Loans (net of any assignments thereof purchased by other Revolving
Lenders) plus (e) the aggregate amount of all assignments purchased by that
Lender in any outstanding Swing Line Loans.

         "REVOLVING LOANS" means the Loans made by Revolving Lenders to Company
pursuant to subsection 2.1A(ii).

         "REVOLVING NOTES" means (i) the promissory notes of Company issued
pursuant to subsection 2.1E on the Closing Date and (ii) any promissory notes
issued by Company pursuant to the last sentence of subsection 10.1B(i) in
connection with assignments of the Revolving Loan Commitments and Revolving
Loans of any Revolving Lenders, in each case substantially in the form of
Exhibit V annexed hereto, as they may be amended, supplemented or otherwise
modified from time to time.

         "RISK-BASED CAPITAL MODEL" means the risk-based capital model filed
annually by each of the Regulated Subsidiaries with its filing dated December 31
of each year.

         "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies.

         "SECURITIES" means any stock, shares, partnership interests, voting
trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

         "SECURITIES ACCOUNT" shall have meaning set forth in the UCC.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and any successor statute.

         "SECURITIES LITIGATION SETTLEMENT PAYMENT" has the meaning specified in
the Recitals.

         "SECURITY AGREEMENT" means the Security Agreement executed and
delivered on the Closing Date, substantially in the form of Exhibit XII annexed
hereto, as such Security Agreement may thereafter be amended, supplemented or
otherwise modified from time to time.

                                       24

<PAGE>

         "SETTLEMENT AGREEMENT" means that certain Stipulation and Agreements of
Settlement dated as of April 14, 2003 pursuant to which Company has agreed to
make the Securities Litigation Settlement Payment.

         "SIGNIFICANT SUBSIDIARY" means any Principal Subsidiary or any other
Subsidiary that either (x) would be a "significant subsidiary" as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Exchange
Act, as such Regulation S-X is in effect on the date hereof or (y) accounted for
more than 10% of the consolidated revenues of Company and its Subsidiaries as
shown on the consolidated audited financial statements of Company for the
immediately preceding Fiscal Year.

         "SOLVENT", with respect to any Person, means that as of the date of
determination both (i)(a) the then fair saleable value of the property of such
Person is (1) greater than the total amount of liabilities (including contingent
liabilities) of such Person and (2) not less than the amount that will be
required to pay the probable liabilities on such Person's then existing debts as
they become absolute and due considering all financing alternatives and
potential asset sales reasonably available to such Person; (b) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (c) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (ii) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

         "SPC" has the meaning specified in subsection 10.1B(iv).

         "STANDBY LETTER OF CREDIT" means any standby letter of credit or
similar instrument issued for the purpose of supporting (i) Indebtedness of
Company or any of its Subsidiaries in respect of industrial revenue or
development bonds or financings, (ii) workers' compensation liabilities of
Company or any of its Subsidiaries, (iii) the obligations of third party
insurers of Company or any of its Subsidiaries arising by virtue of the laws of
any jurisdiction requiring third party insurers, (iv) obligations with respect
to Capital Leases or Operating Leases of Company or any of its Subsidiaries, and
(v) performance, payment, deposit or surety obligations of Company or any of its
Subsidiaries, in any case in accordance with custom and practice in the
industry.

         "SUBJECT LENDER" has the meaning assigned to that term in subsection
2.9.

         "SUBORDINATED INDEBTEDNESS" means any Indebtedness of Company incurred
from time to time and subordinated in right of payment to the Obligations.

         "SUBSIDIARY", with respect to any Person, means any corporation,
partnership, trust, limited liability company, association, Joint Venture or
other business entity of which more than 50% of the total voting power of shares
of stock or other ownership interests entitled (without

                                       25

<PAGE>

regard to the occurrence of any contingency) to vote in the election of the
members of the Governing Body is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof.

         "SUBSIDIARY GUARANTOR" means any Subsidiary of Company that executes
and delivers a counterpart of the Subsidiary Guaranty pursuant to subsection
6.8A.

         "SUBSIDIARY GUARANTY" means the Subsidiary Guaranty to be executed and
delivered by Subsidiaries of Company from time to time in accordance with
subsection 6.8A, substantially in the form of Exhibit XI annexed hereto, as such
Subsidiary Guaranty may hereafter be amended, supplemented or otherwise modified
from time to time.

         "SUPPLEMENTAL COLLATERAL AGENT" has the meaning assigned to that term
in subsection 9.1B.

         "SWING LINE LENDER" means CSFB, or any Person serving as a successor
Administrative Agent hereunder, in its capacity as Swing Line Lender hereunder.

         "SWING LINE LOAN COMMITMENT" means the commitment of Swing Line Lender
to make Swing Line Loans to Company pursuant to subsection 2.1A(iii).

         "SWING LINE LOANS" means the Loans made by Swing Line Lender to Company
pursuant to subsection 2.1A(iii).

         "SWING LINE NOTE" means (i) the promissory note of Company issued
pursuant to subsection 2.1E on the Closing Date and (ii) any promissory note
issued by Company to any successor Administrative Agent and Swing Line Lender
pursuant to the last sentence of subsection 9.5B, in each case substantially in
the form of Exhibit VI annexed hereto, as it may be amended, supplemented or
otherwise modified from time to time.

         "SYNTHETIC LEASE OBLIGATION" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "TAX" or "TAXES" means any present or future tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature and whatever called, by
whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or
assessed, including interest, penalties, additions to tax and any similar
liabilities with respect thereto; except that, in the case of a Lender, there
shall be excluded taxes that are imposed on the overall net income or net
profits (including franchise taxes imposed in lieu thereof) by the United States
or by any other Government Entity under the laws of which the Lender is
organized or has its principal office or maintains its applicable lending
office.

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<PAGE>

         "TERM LOAN COMMITMENT" means the commitment of a Lender to make a Term
Loan to Company pursuant to subsection 2.1A(i), and "TERM LOAN COMMITMENTS"
means such commitments of all Lenders in the aggregate.

         "TERM LOAN EXPOSURE", with respect to any Lender, means, as of any date
of determination (i) prior to the funding of the Term Loans, that Lender's Term
Loan Commitment, and (ii), after the funding of the Term Loans, the outstanding
principal amount of the Term Loan of that Lender.

         "TERM LOANS" means the Loans made by Lenders to Company pursuant to
subsection 2.1A(i).

         "TERM NOTES" means (i) the promissory notes of Company issued pursuant
to subsection 2.1E on the Closing Date and (ii) any promissory notes issued by
Company pursuant to the last sentence of subsection 10.1B(i) in connection with
assignments of the Term Loan Commitments or Term Loans of any Lenders, in each
case, substantially in the form of Exhibit IV annexed hereto, as they may be
amended, supplemented or otherwise modified from time to time.

         "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at any date
of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans plus (ii) the aggregate principal amount of all
outstanding Swing Line Loans plus (iii) the Letter of Credit Usage.

         "TRANSACTION COSTS" means the fees, costs and expenses payable by
Company on or before the Closing Date in connection with the transactions
contemplated by the Loan Documents.

         "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

         1.2      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF
                  CALCULATIONS UNDER AGREEMENT.

         Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Company to Lenders pursuant to clauses (ii), (iii)
and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in
effect at the time of such preparation (and delivered together with the
reconciliation statements provided for in subsection 6.1(v)). Calculations in
connection with the definitions, covenants and other provisions of this
Agreement shall utilize GAAP as in effect on the date of determination, applied
in a manner consistent with that used in preparing the financial statements
referred to in subsection 5.3. If at any time any change in GAAP would affect
the computation of any financial ratio or requirement set forth in any Loan
Document, and Company, Administrative Agent or Requisite Lenders shall so
request, Administrative Agent, Lenders and Company shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of Requisite

                                       27

<PAGE>

Lenders), provided that, until so amended, such ratio or requirement shall
continue to be computed in accordance with GAAP prior to such change therein and
Company shall provide to Administrative Agent and Lenders reconciliation
statements provided for in subsection 6.1(v).

         1.3      OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

                  A.       Any of the terms defined herein may, unless the
context otherwise requires, be used in the singular or the plural, depending on
the reference. Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

                  B.       References to "Sections" and "subsections" shall be
to Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided.

                  C.       The use in any of the Loan Documents of the word
"include" or "including", when following any general statement, term or matter,
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

SECTION 2.        AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

      2.1         COMMITMENTS; MAKING OF LOANS; THE REGISTER; NOTES.

                  A.       COMMITMENTS. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of
Company herein set forth, each Lender having a Term Loan Commitment hereby
severally agrees to make the Loans as described in subsection 2.1A(i), each
Lender having a Revolving Loan Commitment hereby severally agrees to make the
Loans described in subsection 2.1A(ii) and Swing Line Lender hereby agrees to
make the Swing Line Loans as described in subsection 2.1A(iii).

                  (i)      Term Loans. Each Lender that has a Term Loan
         Commitment severally agrees to lend to Company on the Closing Date an
         amount not exceeding its Pro Rata Share of the aggregate amount of the
         Term Loan Commitments to be used for the purposes identified in
         subsection 2.5A. The amount of each Lender's Term Loan Commitment will
         be set forth in an allocation letter delivered to such Lender by
         Administrative Agent, and the aggregate amount of the Term Loan
         Commitments is $400,000,000; provided that the Term Loan Commitments of
         Lenders shall be adjusted to give effect to any assignments of the Term
         Loan Commitments pursuant to subsection 10.1B. Company may make only
         one borrowing under the Term Loan Commitments. Amounts borrowed under
         this subsection 2.1A(i) and subsequently repaid or prepaid may not be
         reborrowed.

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<PAGE>

                  (ii)     Revolving Loans. Each Revolving Lender severally
         agrees, subject to the limitations set forth below with respect to the
         maximum amount of Revolving Loans permitted to be outstanding from time
         to time, to lend to Company from time to time during the period from
         the Closing Date to but excluding the Revolving Loan Commitment
         Termination Date an aggregate amount not exceeding its Pro Rata Share
         of the aggregate amount of the Revolving Loan Commitments to be used
         for the purposes identified in subsection 2.5B. The original amount of
         each Revolving Lender's Revolving Loan Commitment will be set forth in
         an allocation letter delivered to such Lender by Administrative Agent
         at or before the Closing Date, and the aggregate original amount of the
         Revolving Loan Commitments is $50,000,000; provided that the Revolving
         Loan Commitments of Revolving Lenders shall be adjusted to give effect
         to any assignments of the Revolving Loan Commitments pursuant to
         subsection 10.1B and shall be reduced from time to time by the amount
         of any reductions thereto made pursuant to subsection 2.4. Each
         Revolving Lender's Revolving Loan Commitment shall expire on the
         Revolving Loan Commitment Termination Date and all Revolving Loans and
         all other amounts owed hereunder with respect to the Revolving Loans
         and the Revolving Loan Commitments shall be paid in full no later than
         that date. Amounts borrowed under this subsection 2.1A(ii) may be
         repaid and reborrowed to but excluding the Revolving Loan Commitment
         Termination Date.

                  Anything contained in this Agreement to the contrary
notwithstanding, in no event shall the Total Utilization of the Revolving Loan
Commitments at any time exceed the Revolving Loan Commitments then in effect.

                  (iii)    Swing Line Loans.

                           (a)      General Provisions. Swing Line Lender hereby
                  agrees, subject to the limitations set forth below with
                  respect to the maximum amount of Swing Line Loans permitted to
                  be outstanding from time to time, to make a portion of the
                  Revolving Loan Commitments available to Company from time to
                  time during the period from the Closing Date to but excluding
                  the Revolving Loan Commitment Termination Date by making Swing
                  Line Loans to Company in an aggregate amount not exceeding the
                  amount of the Swing Line Loan Commitment to be used for the
                  purposes identified in subsection 2.5B, notwithstanding the
                  fact that such Swing Line Loans, when aggregated with Swing
                  Line Lender's outstanding Revolving Loans and Swing Line
                  Lender's Pro Rata Share of the Letter of Credit Usage then in
                  effect, may exceed Swing Line Lender's Revolving Loan
                  Commitment. The original amount of the Swing Line Loan
                  Commitment is $5,000,000; provided that any reduction of the
                  Revolving Loan Commitments made pursuant to subsection 2.4
                  that reduces the aggregate Revolving Loan Commitments to an
                  amount less than the then current amount of the Swing Line
                  Loan Commitment shall result in an automatic corresponding
                  reduction of the Swing Line Loan Commitment to the amount of
                  the Revolving Loan Commitments, as so reduced, without any
                  further action on the part of Company, Administrative Agent or
                  Swing Line Lender. The Swing Line Loan Commitment shall expire
                  on the Revolving Loan Commitment Termination Date and all
                  Swing

                                       29

<PAGE>

                  Line Loans and all other amounts owed hereunder with respect
                  to the Swing Line Loans shall be paid in full no later than
                  that date. Amounts borrowed under this subsection 2.1A(iii)
                  may be repaid and reborrowed to but excluding the Revolving
                  Loan Commitment Termination Date.

                           Anything contained in this Agreement to the contrary
                  notwithstanding, the Swing Line Loans and the Swing Line
                  Commitment shall be subject to the limitation that in no event
                  shall the Total Utilization of Revolving Loan Commitments at
                  any time exceed the Revolving Loan Commitments then in effect.

                           (b) Swing Line Loan Prepayment with Proceeds of
                  Revolving Loans. With respect to any Swing Line Loans that
                  have not been voluntarily prepaid by Company pursuant to
                  subsection 2.4B(i), Swing Line Lender may, at any time in its
                  sole and absolute discretion, deliver to Administrative Agent
                  (with a copy to Company), no later than 10:00 A.M. (New York
                  City time) on the first Business Day in advance of the
                  proposed Funding Date, a notice requesting Revolving Lenders
                  to make Revolving Loans that are Base Rate Loans on such
                  Funding Date in an amount equal to the amount of such Swing
                  Line Loans (the "REFUNDED SWING LINE LOANS") outstanding on
                  the date such notice is given. Company hereby authorizes the
                  giving of any such notice and the making of any such Revolving
                  Loans. Anything contained in this Agreement to the contrary
                  notwithstanding, (1) the proceeds of such Revolving Loans made
                  by Revolving Lenders other than Swing Line Lender shall be
                  immediately delivered by Administrative Agent to Swing Line
                  Lender (and not to Company) and applied to repay a
                  corresponding portion of the Refunded Swing Line Loans and (2)
                  on the day such Revolving Loans are made, Swing Line Lender's
                  Pro Rata Share of the Refunded Swing Line Loans shall be
                  deemed to be paid with the proceeds of a Revolving Loan made
                  by Swing Line Lender, and such portion of the Swing Line Loans
                  deemed to be so paid shall no longer be outstanding as Swing
                  Line Loans but shall instead constitute part of Swing Line
                  Lender's outstanding Revolving Loans. Company hereby
                  authorizes Administrative Agent and Swing Line Lender to
                  charge Company's accounts with Administrative Agent and Swing
                  Line Lender (up to the amount available in each such account)
                  in order to immediately pay Swing Line Lender the amount of
                  the Refunded Swing Line Loans to the extent the proceeds of
                  such Revolving Loans made by Revolving Lenders, including the
                  Revolving Loan deemed to be made by Swing Line Lender, are not
                  sufficient to repay in full the Refunded Swing Line Loans. If
                  any portion of any such amount paid (or deemed to be paid) to
                  Swing Line Lender should be recovered by or on behalf of
                  Company from Swing Line Lender in any bankruptcy proceeding,
                  in any assignment for the benefit of creditors or otherwise,
                  the loss of the amount so recovered shall be ratably shared
                  among all Lenders in the manner contemplated by subsection
                  10.5.

                           (c) Swing Line Loan Assignments. If for any reason
                  (1) Revolving Loans are not made upon the request of Swing
                  Line Lender as provided in the

                                       30

<PAGE>

                  immediately preceding paragraph in an amount sufficient to
                  repay any amounts owed to Swing Line Lender in respect of any
                  outstanding Swing Line Loans or (2) the Revolving Loan
                  Commitments are terminated at a time when any Swing Line Loans
                  are outstanding, each Revolving Lender shall be deemed to, and
                  hereby agrees to, have purchased an assignment of such
                  outstanding Swing Line Loans in an amount equal to its Pro
                  Rata Share (calculated, in the case of the foregoing clause
                  (2), immediately prior to such termination of the Revolving
                  Loan Commitments) of the unpaid amount of such Swing Line
                  Loans together with accrued interest thereon. Upon one
                  Business Day's notice from Swing Line Lender to Administrative
                  Agent who shall promptly notify the Revolving Lenders, each
                  Revolving Lender shall deliver to Administrative Agent for the
                  benefit of Swing Line Lender an amount equal to its respective
                  assignment in same day funds to be credited to the Funding and
                  Payment Account. Without limiting the effect of the deemed
                  assignment described in the preceding sentence, in order to
                  further evidence such assignment, each Revolving Lender agrees
                  to enter into an Assignment Agreement at the request of Swing
                  Line Lender in form and substance reasonably satisfactory to
                  Swing Line Lender. In the event any Revolving Lender fails to
                  make available to Swing Line Lender the amount of such
                  Revolving Lender's assignment as provided in this paragraph,
                  Swing Line Lender shall be entitled to recover such amount on
                  demand from such Revolving Lender together with interest
                  thereon at the rate customarily used by Swing Line Lender for
                  the correction of errors among banks for three Business Days
                  and thereafter at the Base Rate. In the event Swing Line
                  Lender receives a payment of any amount in which other
                  Revolving Lenders have purchased assignments as provided in
                  this paragraph, Swing Line Lender shall promptly remit such
                  payment to Administrative Agent for distribution to each such
                  other Revolving Lender its Pro Rata Share of such payment.

                           (d) Revolving Lenders' Obligations. Anything
                  contained herein to the contrary notwithstanding, each
                  Revolving Lender's obligation to make Revolving Loans for the
                  purpose of repaying any Refunded Swing Line Loans pursuant to
                  subsection 2.1A(iii)(b) and each Revolving Lender's obligation
                  to purchase an assignment of any unpaid Swing Line Loans
                  pursuant to the immediately preceding paragraph shall be
                  absolute and unconditional and shall not be affected by any
                  circumstance, including (1) any set-off, counterclaim,
                  recoupment, defense or other right which such Revolving Lender
                  may have against Swing Line Lender, Company or any other
                  Person for any reason whatsoever; (2) the occurrence or
                  continuation of an Event of Default or a Potential Event of
                  Default; (3) any adverse change in the business, operations,
                  properties, assets, condition (financial or otherwise) or
                  prospects of Company or any of its Subsidiaries; (4) any
                  breach of this Agreement or any other Loan Document by any
                  party thereto; or (5) any other circumstance, happening or
                  event whatsoever, whether or not similar to any of the
                  foregoing; provided that such obligations of each Revolving
                  Lender are subject to the condition that (x) Swing Line Lender
                  believed in good faith that all conditions under Section 4 to
                  the making of the applicable Refunded Swing Line

                                       31

<PAGE>

                  Loans or other unpaid Swing Line Loans, as the case may be,
                  were satisfied at the time such Refunded Swing Line Loans or
                  unpaid Swing Line Loans were made or (y) the satisfaction of
                  any such condition not satisfied had been waived in accordance
                  with subsection 10.6 prior to or at the time such Refunded
                  Swing Line Loans or other unpaid Swing Line Loans were made.

                  B.       BORROWING MECHANICS. Term Loans or Revolving Loans
made on any Funding Date (other than Revolving Loans made pursuant to a request
by Swing Line Lender pursuant to subsection 2.1A(iii)) shall be in an aggregate
minimum amount of $5,000,000 and multiples of $1,000,000 in excess of that
amount. Swing Line Loans made on any Funding Date shall be in an aggregate
minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount.
Whenever Company desires that Lenders make Term Loans or Revolving Loans it
shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00
Noon (New York City time) at least three Business Days in advance of the
proposed Funding Date (in the case of a LIBOR Loan) or at least one Business Day
in advance of the proposed Funding Date (in the case of a Base Rate Loan).
Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall
deliver to Administrative Agent (with a copy to Swing Line Lender) at the
Funding and Payment Office a duly executed Notice of Borrowing no later than
12:00 Noon (New York City time) on the proposed Funding Date. Term Loans and
Revolving Loans may be continued as or converted into Base Rate Loans and LIBOR
Loans in the manner provided in subsection 2.2D. In lieu of delivering a Notice
of Borrowing, Company may give Administrative Agent (or in the case of Swing
Line Loans, Swing Line Lender and Administrative Agent), as applicable,
telephonic notice by the required time of any proposed borrowing under this
subsection 2.1B; provided that such notice shall be promptly confirmed in
writing by delivery of a duly executed Notice of Borrowing to Administrative
Agent (and Swing Line Lender in the case of Swing Line Loans) on or before the
applicable Funding Date.

                  Neither Administrative Agent nor any Lender (including Swing
Line Lender) shall incur any liability to Company in acting upon any telephonic
notice referred to above that Administrative Agent (or Swing Line Lender, as
applicable) believes in good faith to have been given by an Officer or other
person authorized to borrow on behalf of Company or for otherwise acting in good
faith under this subsection 2.1B or under subsection 2.2D, and upon funding of
Loans by Lenders, and upon conversion or continuation of the applicable basis
for determining the interest rate with respect to any Loans pursuant to
subsection 2.2D, in each case in accordance with this Agreement, pursuant to any
such telephonic notice Company shall have effected Loans or a conversion or
continuation, as the case may be, hereunder.

                  Company shall notify Administrative Agent (or in the case of
Swing Line Loans, Swing Line Lender and Administrative Agent) prior to the
funding of any Loans in the event that any of the matters to which Company is
required to certify in the applicable Notice of Borrowing is no longer true and
correct as of the applicable Funding Date, and the acceptance by Company of the
proceeds of any Loans shall constitute a re-certification by Company, as of the
applicable Funding Date, as to the matters to which Company is required to
certify in the applicable Notice of Borrowing.

                                       32

<PAGE>

                  Except as otherwise provided in subsections 2.6B, 2.6C and
2.6G, a Notice of Borrowing for, or a Notice of Conversion/Continuation for
conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu
thereof) shall be irrevocable, and Company shall be bound to make a borrowing or
to effect a conversion or continuation in accordance therewith.

                  C.       DISBURSEMENT OF FUNDS. All Term Loans and Revolving
Loans under this Agreement shall be made by Lenders simultaneously and
proportionately to their respective Pro Rata Shares, it being understood that no
Lender shall be responsible for any default by any other Lender in that other
Lender's obligation to make a Loan requested hereunder nor shall the Commitment
of any Lender to make the particular type of Loan requested or the Pro Rata
Share of any Lender be increased or decreased as a result of a default by any
other Lender in that other Lender's obligation to make a Loan requested
hereunder.

                  Promptly after receipt by Administrative Agent of a Notice of
Borrowing pursuant to subsection 2.1B (or telephonic notice in lieu thereof),
Administrative Agent shall notify each Lender for that type of Loan or Swing
Line Lender, as the case may be, of the proposed borrowing. Each such Lender
shall make the amount of its Loan available to Administrative Agent not later
than 12:00 Noon (New York City time) on the applicable Funding Date, and Swing
Line Lender shall make the amount of its Swing Line Loan available to
Administrative Agent not later than 2:00 P.M. (New York City time) on the
applicable Funding Date, in each case in same day funds in Dollars at the
Funding and Payment Office. Except as provided in subsection 2.1A(iii) with
respect to Revolving Loans used to repay Refunded Swing Line Loans satisfaction
or waiver of the conditions precedent specified in subsections 4.1 (in the case
of Loans made on the Closing Date) and 4.2 (in the case of all Loans),
Administrative Agent shall make the proceeds of such Loans available to Company
not later than 2:30 P.M. (New York City time) on the applicable Funding Date by
causing an amount of same day funds in Dollars equal to the proceeds of all such
Loans received by Administrative Agent from Lenders to be credited to the
account designated by Company in the applicable Notice of Borrowing.

                  Unless Administrative Agent shall have been notified by any
Lender prior to a Funding Date for any Loans that such Lender does not intend to
make available to Administrative Agent the amount of such Lender's Loan
requested on such Funding Date, Administrative Agent may assume that such Lender
has made such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Company a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Company and Company shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
rate payable under this Agreement

                                       33

<PAGE>

on the Loan made on such Funding Date. Nothing in this subsection 2.1C shall be
deemed to relieve any Lender from its obligation to fulfill its Commitments
hereunder or to prejudice any rights that Company may have against any Lender as
a result of any default by such Lender hereunder.

                  D.       THE REGISTER. Administrative Agent, acting for these
purposes solely as an agent of Company (it being acknowledged that
Administrative Agent, in such capacity, and its officers, directors, employees,
agent and affiliates shall constitute Indemnitees under subsection 10.3), shall
maintain (and make available for inspection by Company and Lenders upon
reasonable prior notice at reasonable time) at its address referred to in
subsection 10.8 a register for the recordation of, and shall record, the names
and addresses of Lenders and the Term Loan Commitment, Term Loans, Revolving
Loan Commitment, Revolving Loans, Swing Line Loan Commitment and Swing Line
Loans of each Lender from time to time (the "REGISTER"). Company, Administrative
Agent and Lenders shall deem and treat the Persons listed as Lenders in the
Register as the holders and owners of the corresponding Commitments and Loans
listed therein for all purposes hereof; all amounts owed with respect to any
Commitment or Loan shall be owed to the Lender listed in the Register as the
owner thereof; and any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is listed in
the Register as a Lender shall be conclusive and binding on any subsequent
holder, assignee or transferee of the corresponding Commitments or Loans. Each
Lender shall record on its internal records the amount of its Loans and
Commitments and each payment in respect hereof, and any such recordation shall
be conclusive and binding on Company, absent manifest error, subject to the
entries in the Register, which shall, absent manifest error, govern in the event
of any inconsistency with any Lender's records. Failure to make any recordation
in the Register or in any Lender's records, or any error in such recordation,
shall not affect any Loans or Commitments or any Obligations in respect of any
Loans.

                  E.       OPTIONAL NOTES. If so requested by any Lender by
written notice to Company at least two Business Days prior to the Closing Date
or at any time thereafter, Company shall execute and deliver to such Lender
(and/or, if applicable and if so specified in such notice, to any Person who is
an assignee of such Lender pursuant to subsection 10.1) on the Closing Date (or,
if such notice is delivered after the Closing Date, promptly after Company's
receipt of such notice) a promissory note or promissory notes to evidence such
Lender's Term Loans, Revolving Loans or Swing Line Loans, substantially in the
form of Exhibit IV, Exhibit V or Exhibit VI annexed hereto, respectively, with
appropriate insertions. In addition, if so requested by any Lender by written
notice to Company at least two Business Days prior to the funding of any
Extended Maturity Indebtedness, Company shall execute and deliver to such Lender
(and/or, if applicable and if so specified in such notice, to any Person who is
an assignee of such Lender pursuant to subsection 10.1) on such Funding Date
(or, if such notice is delivered after the Funding Date of such Extended
Maturity Indebtedness, promptly after Company's receipt of such notice) a
promissory note or promissory notes to evidence such Lender's Term Loans, in a
form substantially similar to Exhibit IV annexed hereto, with appropriate
insertions and modifications.

                                       34

<PAGE>

         2.2      INTEREST ON THE LOANS.

                  A.       RATE OF INTEREST. Subject to the provisions of
subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear
interest on the unpaid principal amount thereof from the date made through
maturity (whether by acceleration or otherwise) at a rate determined by
reference to the Base Rate or LIBO Rate. Subject to the provisions of subsection
2.7, each Swing Line Loan shall bear interest on the unpaid principal amount
thereof from the date made through maturity (whether by acceleration or
otherwise) at a rate determined by reference to the Base Rate. The applicable
basis for determining the rate of interest with respect to any Term Loan or any
Revolving Loan shall be selected by Company initially at the time a Notice of
Borrowing is given with respect to such Loan pursuant to subsection 2.1B, and
the basis for determining the interest rate with respect to any Term Loan or any
Revolving Loan may be changed from time to time pursuant to subsection 2.2D. If
on any day a Term Loan or Revolving Loan is outstanding with respect to which
notice has not been delivered to Administrative Agent in accordance with the
terms of this Agreement specifying the applicable basis for determining the rate
of interest, then for that day that Loan shall bear interest determined by
reference to the Base Rate.

                  (i)      Subject to the provisions of subsections 2.2E, 2.2G
         and 2.7, the Term Loans and the Revolving Loans shall bear interest
         through maturity as follows:

                           (a)      if a Base Rate Loan, a rate per annum equal
                  at all times to the Base Rate plus the Applicable Base Rate
                  Margin; or

                           (b)      if a LIBOR Loan, a rate per annum equal at
                  all times to the LIBO Rate plus the Applicable LIBOR Margin.

                  (ii)     Subject to the provisions of subsections 2.2E, 2.2G
         and 2.7, the Swing Line Loans shall bear interest through maturity at
         the sum of the Base Rate plus the Applicable Base Rate Margin for
         Revolving Loans minus 0.50% per annum.

At such time as a change in the Credit Ratings occurs, Company shall notify
Administrative Agent of such change, and the Applicable Base Rate Margin and
Applicable LIBOR Margin shall automatically be adjusted to reflect the change in
such Credit Ratings, such adjustment to become effective on the next succeeding
Business Day following the date on which the change in the Credit Ratings by S&P
or Moody's, as the case may be, was publicly announced.

                  B.       INTEREST PERIODS. In connection with each LIBOR Loan,
Company may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"INTEREST PERIOD") to be applicable to such Loan, which Interest Period shall
be, at Company's option, either a one, two, three, six or, with the concurrence
of Lenders making the Loan, a nine or twelve month period; provided that:

                  (i)      the initial Interest Period for any LIBOR Loan shall
         commence on the Funding Date in respect of such Loan, in the case of a
         Loan initially made as a LIBOR

                                       35

<PAGE>

         Loan, or on the date specified in the applicable Notice of
         Conversion/Continuation, in the case of a Loan converted to a LIBOR
         Loan;

                  (ii)     in the case of immediately successive Interest
         Periods applicable to a LIBOR Loan continued as such pursuant to a
         Notice of Conversion/Continuation, each successive Interest Period
         shall commence on the day on which the next preceding Interest Period
         expires;

                  (iii)    if an Interest Period would otherwise expire on a day
         that is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day; provided that, if any Interest Period
         would otherwise expire on a day that is not a Business Day but is a day
         of the month after which no further Business Day occurs in such month,
         such Interest Period shall expire on the next preceding Business Day;

                  (iv)     any Interest Period that begins on the last Business
         Day of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to clause (v) of this subsection 2.2B, end on
         the last Business Day of a calendar month;

                  (v)      no Interest Period with respect to any portion of the
         Term Loans shall extend beyond March 31, 2009, and no Interest Period
         with respect to any portion of the Revolving Loans shall extend beyond
         the Revolving Loan Commitment Termination Date;

                  (vi)     there shall be no more than twenty Interest Periods
         outstanding at any time; and

                  (vii)    in the event Company fails to specify an Interest
         Period for any LIBOR Loan in the applicable Notice of Borrowing or
         Notice of Conversion/Continuation, Company shall be deemed to have
         selected an Interest Period of one month.

                  C.       INTEREST PAYMENTS. Subject to the provisions of
subsection 2.2E, interest on each Loan shall be payable in arrears on and to
each Interest Payment Date applicable to that Loan, upon any prepayment of that
Loan (to the extent accrued on the amount being prepaid) and at maturity
(including final maturity), provided that in the event any Swing Line Loans or
any Revolving Loans that are Base Rate Loans are prepaid pursuant to subsection
2.4B(i), interest accrued on such Loans through the date of such prepayment
shall be payable on the next succeeding Interest Payment Date applicable to Base
Rate Loans (or, if earlier, at final maturity).

                  D.       CONVERSION OR CONTINUATION. Subject to the provisions
of subsection 2.6, Company shall have the option (i) to convert at any time all
or any part of its outstanding Term Loans or Revolving Loans equal to $5,000,000
and multiples of $1,000,000 in excess of that amount from Loans bearing interest
at a rate determined by reference to one basis to Loans bearing interest at a
rate determined by reference to an alternative basis or (ii) upon the expiration
of any Interest Period applicable to a LIBOR Loan, to continue all or any
portion of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess
of that amount as a LIBOR

                                       36

<PAGE>

Loan; provided, however, that a LIBOR Loan may only be converted into a Base
Rate Loan on the expiration date of an Interest Period applicable thereto unless
Company compensates Lenders for all breakage costs resulting from such payment
or conversion pursuant to subsection 2.6D.

                  Company shall deliver a Notice of Conversion/Continuation to
Administrative Agent no later than 10:00 A.M. (New York City time) at least one
Business Day in advance of the proposed conversion date (in the case of a
conversion to a Base Rate Loan) and at least three Business Days in advance of
the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a LIBOR Loan). In lieu of delivering a Notice of
Conversion/Continuation, Company may give Administrative Agent telephonic notice
by the required time of any proposed conversion/continuation under this
subsection 2.2D; provided that such notice shall be promptly confirmed in
writing by delivery of a Notice of Conversion/Continuation to Administrative
Agent on or before the proposed conversion/continuation date. Upon receipt of
written or telephonic notice of any proposed conversion/continuation under this
subsection 2.2D, Administrative Agent shall promptly transmit such notice by
telefacsimile or telephone to each Lender of any Loan subject to any Notice of
Conversion/Continuation.

                  E.       DEFAULT RATE. Any principal payments on the Loans not
paid when due and, to the extent permitted by applicable law, any interest
payments on the Loans or any fees or other amounts owed hereunder not paid when
due, in each case whether at stated maturity, by notice of prepayment, by
acceleration or otherwise, shall thereafter bear interest (including
post-petition interest in any proceeding under the Bankruptcy Code or other
applicable bankruptcy laws) payable on demand at a rate which is 2% per annum in
excess of the interest rate otherwise payable under this Agreement with respect
to the applicable Loans (or, in the case of any such fees and other amounts, at
a rate which is 2% per annum in excess of the interest rate otherwise payable
under this Agreement for Base Rate Loans); provided that, in the case of LIBOR
Loans, upon the expiration of the Interest Period in effect at the time any such
increase in interest rate is effective such LIBOR Loans shall thereupon become
Base Rate Loans and shall thereafter bear interest payable upon demand at a rate
which is 2% per annum in excess of the interest rate otherwise payable under
this Agreement for Base Rate Loans. Payment or acceptance of the increased rates
of interest provided for in this subsection 2.2E is not a permitted alternative
to timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of Administrative Agent or
any Lender.

                  F.       COMPUTATION OF INTEREST. Interest on the Loans shall
be computed (i) in the case of Base Rate Loans, on the basis of a 365-day or
366-day year, as the case may be, and (ii) in the case of LIBOR Loans, on the
basis of a 360-day year, in each case for the actual number of days elapsed in
the period during which it accrues. In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a LIBOR
Loan, the date of conversion of such LIBOR Loan to such Base Rate Loan, as the
case may be, shall be included, and the date of payment of such Loan or the
expiration date of an Interest Period applicable to such Loan or, with respect
to a Base Rate Loan being converted to a LIBOR Loan, the date of conversion of
such Base Rate Loan to such LIBOR Loan, as the case may be, shall be excluded;

                                       37

<PAGE>

provided that if a Loan is repaid on the same day on which it is made, one day's
interest shall be paid on that Loan.

                  G.       MAXIMUM RATE. Notwithstanding the foregoing
provisions of this subsection 2.2, in no event shall the rate of interest
payable by Company with respect to any Loan exceed the maximum rate of interest
permitted to be charged under applicable law.

         2.3      FEES.

                  A.       COMMITMENT FEES. Company agrees to pay to
Administrative Agent, for distribution to each Revolving Lender in proportion to
that Lender's Pro Rata Share, commitment fees for the period from and including
the Closing Date to and excluding the Revolving Loan Commitment Termination Date
equal to the average of the daily excess of the Revolving Loan Commitments over
the Total Utilization of Revolving Loan Commitments (but not including any
outstanding Swing Line Loans) multiplied by 1/2 of 1% per annum, such commitment
fees to be calculated on the basis of a 360-day year and the actual number of
days elapsed and to be payable quarterly in arrears on the last Business Day of
each March, June, September and December of each year, commencing on the first
such date to occur after the Closing Date, and on the Revolving Loan Commitment
Termination Date.

                  B.       OTHER FEES. Company agrees to pay to Administrative
Agent on the Closing Date for distribution to Administrative Agent and Arrangers
such other fees in the amounts and at the times separately agreed upon in
writing among Company, Arrangers and Administrative Agent.

                                       38

<PAGE>

         2.4      SCHEDULED PAYMENTS OF TERM LOANS; REPAYMENTS, PREPAYMENTS AND
                  REDUCTIONS IN REVOLVING LOAN COMMITMENTS; GENERAL PROVISIONS
                  REGARDING PAYMENTS; APPLICATION OF PROCEEDS OF COLLATERAL AND
                  PAYMENTS AFTER AN EVENT OF DEFAULT.

                  A.       SCHEDULED PAYMENTS OF TERM LOANS. Company shall make
principal payments on the Term Loans in installments on the dates and in the
amounts set forth below:

<TABLE>
<CAPTION>
SCHEDULED REPAYMENT                    SCHEDULED REPAYMENT
       DATE                               OF TERM LOANS
-------------------                    -------------------
<S>                                    <C>
July 31, 2003                            $      1,000,000
October 31, 2003                         $      1,000,000

January 31, 2004                         $      1,000,000
April 30, 2004                           $      1,000,000
July 31, 2004                            $      1,000,000
October 31, 2004                         $      1,000,000

January 31, 2005                         $      1,000,000
April 30, 2005                           $      1,000,000
July 31, 2005                            $      1,000,000
October 31, 2005                         $      1,000,000
                                         $      1,000,000
January 31, 2006                         $      1,000,000
April 30, 2006                           $      1,000,000
July 31, 2006                            $      1,000,000
October 31, 2006                         $      1,000,000

January 31, 2007                         $      1,000,000
April 30, 2007                           $      1,000,000
July 31, 2007                            $      1,000,000
October 31, 2007                         $      1,000,000

January 31, 2008                         $      1,000,000
April 30, 2008                           $      1,000,000
July 31, 2008                            $     95,000,000
October 31, 2008                         $     95,000,000

January 31, 2009                         $     95,000,000
April 30, 2009                           $     95,000,000
         TOTAL                           $    400,000,000
</TABLE>

; provided that the scheduled installments of principal of the Term Loan set
forth above shall be reduced in connection with any voluntary or mandatory
prepayments of the Term Loans in

                                       39

<PAGE>

accordance with subsection 2.4B(iv); provided further that the Term Loans and
all other amounts owed hereunder with respect to the Term Loans shall be paid in
full no later than April 30, 2009, and the final installment payable by Company
in respect of the Term Loan on such date shall be in an amount, if such amount
is different from that specified above, sufficient to repay all amounts owing by
Company under this Agreement with respect to the Term Loan.

                  B.       PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN
COMMITMENTS.

                  (i)      Voluntary Prepayments. Company may, upon written or
         telephonic notice to Administrative Agent on or prior to 1:00 P.M. (New
         York City time) on the date of prepayment, which notice, if telephonic,
         shall be promptly confirmed in writing, at any time and from time to
         time prepay any Swing Line Loan on any Business Day in whole or in part
         (without penalty or premium) in an aggregate minimum amount of
         $1,000,000 and multiples of $500,000 in excess of that amount. Company
         may, upon not less than one Business Day's prior written or telephonic
         notice, in the case of Base Rate Loans and, if the related Interest
         Period or Interest Periods end on the date of prepayment, LIBOR Loans,
         and three Business Days' prior written or telephonic notice, in the
         case of LIBOR Loans, if the related Interest Period or Interest Periods
         do not end on the date of prepayment, in each case given to
         Administrative Agent by 1:00 P.M. (New York City time) on the date
         required and, if given by telephone, promptly confirmed in writing to
         Administrative Agent (who will promptly notify each Lender whose Loans
         are to be prepaid of such notification from Company), at any time and
         from time to time prepay any Term Loans or Revolving Loans on any
         Business Day in whole or in part (without penalty or premium) in an
         aggregate minimum amount of $5,000,000 and multiples of $1,000,000 in
         excess of that amount; provided, however, that a LIBOR Loan may only be
         prepaid on the expiration of the Interest Period applicable thereto
         unless Company compensates Lenders for all breakage costs resulting
         from such payment or conversion pursuant to subsection 2.6D. Notice of
         prepayment having been given as aforesaid, the principal amount of the
         Loans specified in such notice shall become due and payable on the
         prepayment date specified therein. Any such voluntary prepayment shall
         be applied as specified in subsection 2.4B(iv). Notwithstanding
         anything in the foregoing provisions of this subsection 2.4B(i), if
         Company incurs Extended Maturity Indebtedness, Company shall make a
         proportionate voluntary prepayment of the Extended Maturity
         Indebtedness concurrently with each voluntary prepayment of the Term
         Loans.

                  (ii)     Voluntary Reductions of Revolving Loan Commitments.
         Company may, upon not less than three Business Days' prior written or
         telephonic notice confirmed in writing to Administrative Agent, or upon
         such lesser number of days' prior written or telephonic notice, as
         determined by Administrative Agent in its sole discretion (who will
         promptly notify each Revolving Lender of such notification from
         Company), at any time and from time to time terminate in whole or
         permanently reduce in part, without premium or penalty, the Revolving
         Loan Commitments in an amount up to the amount by which the Revolving
         Loan Commitments exceed the Total Utilization of Revolving Loan
         Commitments at the time of such proposed termination or reduction;
         provided that any such partial reduction of the Revolving Loan
         Commitments shall be in an aggregate minimum amount of $5,000,000 and
         multiples of $1,000,000 in excess of that amount.

                                       40

<PAGE>

         Company's notice to Administrative Agent shall designate the date
         (which shall be a Business Day) of such termination or reduction and
         the amount of any partial reduction, and such termination or reduction
         of the Revolving Loan Commitments shall be effective on the date
         specified in Company's notice and shall reduce the Revolving Loan
         Commitment of each Revolving Lender proportionately to its Pro Rata
         Share. Any such voluntary reduction of the Revolving Loan Commitments
         shall be applied as specified in subsection 2.4B(iv).

                  (iii)    Mandatory Prepayments of Loans and Reductions of
         Revolving Loan Commitments. The Loans shall be prepaid and/or the
         Revolving Loan Commitments shall be permanently reduced in the amounts
         and under the circumstances set forth below, all such prepayments
         and/or reductions to be applied as set forth below or as more
         specifically provided in subsection 2.4B(iv) and subsection 2.4D:

                           (a)      Prepayments From Net Asset Sale Proceeds. No
                  later than the first Business Day following the date of
                  receipt by Company or any of its Subsidiaries of any Net Asset
                  Sale Proceeds in respect of any Asset Sale, Company shall
                  either (1) prepay the Term Loans in an aggregate amount equal
                  to such Net Asset Sale Proceeds or (2) so long as no Potential
                  Event of Default or Event of Default shall have occurred and
                  be continuing, deliver to Administrative Agent an Officer's
                  Certificate setting forth that portion of such Net Asset Sale
                  Proceeds that Company or such Subsidiary intends to apply
                  within 364 days of the date of receipt of such Net Asset Sale
                  Proceeds (i) to make investments in, to make capital
                  expenditures relating to, or to acquire other tangible assets,
                  (ii) to make Capital Contributions, or (iii) with respect to
                  Net Asset Sale Proceeds received from an Asset Sale by a
                  Regulated Subsidiary which are not permitted under applicable
                  Healthcare Regulations to be distributed or otherwise
                  transferred without the consent or approval of a Healthcare
                  Regulator, to retain such Net Asset Sale Proceeds. In
                  addition, Company shall, or shall cause one or more of its
                  Subsidiaries to, promptly and diligently apply such Net Asset
                  Sale Proceeds to such purposes; provided that mandatory
                  prepayments required to be made from Asset Sales by Regulated
                  Subsidiaries will be subject to compliance with applicable
                  regulatory requirements, including without limitation any
                  Healthcare Regulations. In addition, Company shall, no later
                  than the 365th day after receipt of any Net Asset Sale
                  Proceeds that Company intends to reinvest as provided in
                  clause (2)(i) above and as described in the Officer's
                  Certificate delivered pursuant to clause (2) above that have
                  not theretofore been so reinvested, make an additional
                  prepayment of the Term Loans in the full amount of all such
                  Net Asset Sale Proceeds that are not so reinvested.

                           (b)      Prepayments Due to Issuance of Equity
                  Securities. No later than the first Business Day following
                  receipt by Company or any of its Subsidiaries of the Cash
                  proceeds, other than proceeds received from the exercise of
                  employee, director and contractor stock options or other
                  equity or equity-linked compensation pursuant to compensation
                  plans approved by Company's Governing Body, net of (i)
                  reasonable and customary underwriting discounts and

                                       41

<PAGE>

                  commissions, financial advisory or placement fees and other
                  reasonable costs and expenses associated therewith, including
                  reasonable legal fees and expenses, and (ii) any Capital
                  Contributions required to be made from such proceeds to
                  Company's Principal Subsidiaries ("NET EQUITY SECURITIES
                  PROCEEDS") from the issuance of any equity Securities of
                  Company or any of its Subsidiaries after the Closing Date,
                  Company shall prepay the Term Loans in an aggregate amount
                  equal to 50% of such Net Equity Securities Proceeds; provided
                  that Company shall have delivered to Administrative Agent, on
                  or before such date of receipt, an Officer's Certificate
                  certifying as to the facts giving rise to any Capital
                  Contributions required to be made with such Net Equity
                  Securities Proceeds; provided, further, if Net Equity
                  Securities Proceeds otherwise required to be used to prepay
                  the Loans by this clause (b) at any time do not equal or
                  exceed $5,000,000, Company may defer prepayment until
                  aggregate Net Equity Securities Proceeds equal at least
                  $5,000,000, such deferral to be evidenced by an Officer's
                  Certificate setting forth the calculation of the Net Equity
                  Securities Proceeds.

                           (c)      Prepayments Due to Issuance of Indebtedness.
                  No later than the first Business Day following receipt by
                  Company or any of its Subsidiaries of the Cash proceeds, net
                  of reasonable and customary underwriting discounts and
                  commissions, financial advisory or placement fees and other
                  reasonable costs and expenses associated therewith, including
                  reasonable legal fees and expenses, ("NET DEBT SECURITIES
                  PROCEEDS") from the issuance of any debt Securities of Company
                  or any of its Subsidiaries after the Closing Date, other than
                  Indebtedness permitted pursuant to subsection 7.1, Company
                  shall prepay the Term Loans in an aggregate amount equal to
                  100% of such Net Debt Securities Proceeds; provided that, if
                  Net Debt Securities Proceeds otherwise required to be used to
                  prepay the Loans by this clause (c) at any time do not equal
                  or exceed $5,000,000, Company may defer prepayment until
                  aggregate Net Debt Securities Proceeds equal at least
                  $5,000,000, such deferral to be evidenced by an Officer's
                  Certificate setting forth the calculation of the Net Debt
                  Securities Proceeds.

                           (d)      Prepayments Due to Change of Control. Upon
                  the occurrence of a Change of Control, Company shall prepay
                  the Loans in full and deposit in the Collateral Account an
                  amount equal to the aggregate amount that may be drawn under
                  all Letters of Credit then outstanding, together with a
                  premium equal to 1.00% of the aggregate principal amount of
                  Loans so prepaid and the aggregate amount that may be drawn
                  under all Letters of Credit then outstanding, and the
                  Revolving Loan Commitments shall be terminated.

                           (e)      Calculations of Net Proceeds Amounts;
                  Additional Prepayments Based on Subsequent Calculations.
                  Concurrently with any prepayment of the Term Loans pursuant to
                  subsections 2.4B(iii)(a)-(c), Company shall deliver to
                  Administrative Agent an Officer's Certificate demonstrating
                  the calculation of the amount of the applicable Net Asset Sale
                  Proceeds, Net Equity Securities Proceeds or Net Debt
                  Securities Proceeds, as the case may be, that gave rise to
                  such

                                       42

<PAGE>

                  prepayment. In the event that Company shall subsequently
                  determine that the actual amount was greater than the amount
                  set forth in such Officer's Certificate, Company shall
                  promptly make an additional prepayment of the Term Loans in an
                  amount equal to the amount of such excess, and Company shall
                  concurrently therewith deliver to Administrative Agent an
                  Officer's Certificate demonstrating the derivation of the
                  additional amount resulting in such excess.

                           (f)      Prepayments Due to Reductions or
                  Restrictions of Revolving Loan Commitments. Company shall from
                  time to time prepay first the Swing Line Loans and second the
                  Revolving Loans to the extent necessary so that the Total
                  Utilization of Revolving Loan Commitments shall not at any
                  time exceed the Revolving Loan Commitments then in effect.

                           (g)      Prepayments of Extended Maturity
                  Indebtedness. Notwithstanding anything in the foregoing
                  provisions of this subsection 2.4B(iii) to the contrary, the
                  amount of any mandatory prepayment otherwise to be made on the
                  Term Loans shall be reduced by an amount sufficient to permit
                  a proportionate mandatory prepayment of Extended Maturity
                  Indebtedness and Company shall make a mandatory prepayment in
                  such amount on such Indebtedness.

                  (iv)     Application of Prepayments and Unscheduled Reductions
         of Revolving Loan Commitments.

                           (a)      Application of Voluntary Prepayments by Type
                  of Loans and Order of Maturity. Any voluntary prepayments
                  pursuant to subsection 2.4B(i) shall be applied as specified
                  by Company in the applicable notice of prepayment; provided
                  that in the event Company fails to specify the Loans to which
                  any such prepayment shall be applied, such prepayment shall be
                  applied first to repay outstanding Swing Line Loans to the
                  full extent thereof, second to repay outstanding Revolving
                  Loans to the full extent thereof, and third to repay
                  outstanding Term Loans to the full extent thereof. Any
                  voluntary prepayments of the Term Loans pursuant to subsection
                  2.4B(i) (whether the application thereof is specified by the
                  Company or not) shall be applied to reduce the scheduled
                  installments of the Term Loans set forth in subsection 2.4A on
                  a pro rata basis.

                           (b)      Application of Mandatory Prepayments to
                  Scheduled Payments of Term Loans. Except as provided in
                  subsection 2.4D, all mandatory prepayments of the Term Loans
                  shall be applied to reduce scheduled amortization payments on
                  a pro rata basis.

                           (c)      Application of Prepayments to Base Rate
                  Loans and LIBOR Loans. Any mandatory prepayments of any Loans
                  pursuant to subsection 2.4B(iii) (other than clause (d)
                  thereof) shall be applied first to Base Rate Loans to the full
                  extent thereof before application to LIBOR Loans, in each case
                  in a manner that minimizes the amount of losses, expenses and
                  liabilities of the nature described in subsection 2.6D that
                  may be sustained by a Lender.

                                       43

<PAGE>

                  C.       GENERAL PROVISIONS REGARDING PAYMENTS.

                  (i)      Manner and Time of Payment. All payments by Company
         of principal, interest, fees and other Obligations hereunder shall be
         made in Dollars in same day funds, without defense, setoff or
         counterclaim, free of any restriction or condition, and delivered to
         Administrative Agent not later than 3:00 P.M. (New York City time) on
         the date due to be credited to the Funding and Payment Account for the
         account of Lenders; funds received by Administrative Agent after that
         time on such due date shall be deemed to have been paid by Company on
         the next succeeding Business Day.

                  (ii)     Application of Payments to Principal and Interest.
         All payments in respect of the principal amount of any Loan shall
         include payment of accrued interest on the principal amount being
         repaid or prepaid, and all such payments shall be applied to the
         payment of interest before application to principal.

                  (iii)    Apportionment of Payments. Aggregate principal and
         interest payments in respect of Term Loans and Revolving Loans shall be
         apportioned among all outstanding Loans to which such payments relate,
         in each case proportionately to Lenders' respective Pro Rata Shares.
         Administrative Agent shall promptly distribute to each Lender, to the
         account specified in the payment instructions set forth below its name
         on the appropriate signature page hereof or at such other address as
         such Lender may request in subsequent payment instructions delivered to
         Administrative Agent by such Lender, its Pro Rata Share of all such
         payments received by Administrative Agent and the commitment fees of
         such Lender, if any, when received by Administrative Agent pursuant to
         subsection 2.3. Notwithstanding the foregoing provisions of this
         subsection 2.4C(iii), if, pursuant to the provisions of subsection
         2.6C, any Notice of Conversion/Continuation is withdrawn as to any
         Affected Lender or if any Affected Lender makes Base Rate Loans in lieu
         of its Pro Rata Share of any LIBOR Loans, Administrative Agent shall
         give effect thereto in apportioning payments received thereafter.

                  (iv)     Payments on Business Days. Whenever any payment to be
         made hereunder shall be stated to be due on a day that is not a
         Business Day, such payment shall be made on the next succeeding
         Business Day and such extension of time shall be included in the
         computation of payment of interest hereunder or of the commitment fees
         hereunder as the case may be.

                  (v)      Notation of Payment. Each Lender agrees that before
         disposing of any Note held by it, or any part thereof (other than by
         granting participations therein), that Lender will make a notation
         thereon of all Loans evidenced by that Note and all principal payments
         previously made thereon and of the date to which interest thereon has
         been paid; provided that the failure to make (or any error in the
         making of) a notation of any Loan made under such Note shall not limit
         or otherwise affect the obligations of Company hereunder or under such
         Note with respect to any Loan or any payments of principal or interest
         on such Note.

                                       44

<PAGE>

                  D.       APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS
AFTER EVENT OF DEFAULT.

                  (i)      Application of Proceeds of Collateral. Upon
         termination of the Revolving Loan Commitments or upon the occurrence
         and during the continuation of an Event of Default, if requested by
         Requisite Lenders (a) all payments received on account of the
         Obligations, whether from Company, from any Subsidiary Guarantor or
         otherwise, shall be applied by Administrative Agent against the
         Obligations and (b) all proceeds received by Administrative Agent in
         respect of any sale of, collection from, or other realization upon all
         or any part of the Collateral under any Collateral Document may, in the
         discretion of Administrative Agent, be held by Administrative Agent as
         Collateral for, and/or (then or at any time thereafter) applied in full
         or in part by Administrative Agent against, the applicable Secured
         Obligations (as defined in such Collateral Document) in the following
         order of priority:

                           (a)      To the payment of all costs and expenses of
                  such sale, collection or other realization, including
                  reasonable compensation to Administrative Agent and its agents
                  and counsel, and all other expenses, liabilities and advances
                  made or incurred by Administrative Agent in connection
                  therewith, and all amounts for which Administrative Agent is
                  entitled to indemnification under such Collateral Document and
                  all advances made by Administrative Agent thereunder for the
                  account of the applicable Loan Party, and to the payment of
                  all costs and expenses paid or incurred by Administrative
                  Agent in connection with the exercise of any right or remedy
                  under such Collateral Document, all in accordance with the
                  terms of this Agreement and such Collateral Document;

                           (b)      thereafter, to the extent of any excess such
                  proceeds, to the payment of all other such Secured Obligations
                  (as defined in such Collateral Document) for the ratable
                  benefit of the holders thereof; and

                           (c)      thereafter, to the extent of any excess such
                  proceeds, to the payment to or upon the order of such Loan
                  Party or to whosoever may be lawfully entitled to receive the
                  same or as a court of competent jurisdiction may direct.

                  (ii)     Application of Payments Under Subsidiary Guaranty.
         All payments received by Administrative Agent under the Subsidiary
         Guaranty shall be applied promptly from time to time by Administrative
         Agent in the following order of priority:

                           (a)      To the payment of the costs and expenses of
                  any collection or other realization under the Subsidiary
                  Guaranty, including reasonable compensation to Administrative
                  Agent and its agents and counsel, and all expenses,
                  liabilities and advances made or incurred by Administrative
                  Agent in connection therewith, all in accordance with the
                  terms of this Agreement and the Subsidiary Guaranty;

                                       45

<PAGE>

                           (b)      thereafter, to the extent of any excess such
                  payments, to the payment of all other Guarantied Obligations
                  (as defined in the Subsidiary Guaranty) for the ratable
                  benefit of the holders thereof; and

                           (c)      thereafter, to the extent of any excess such
                  payments, to the payment to the applicable Subsidiary
                  Guarantor or to whosoever may be lawfully entitled to receive
                  the same or as a court of competent jurisdiction may direct.

         2.5      USE OF PROCEEDS.

                  A.       TERM LOANS. The proceeds of the Term Loans shall be
applied by Company to refinance Indebtedness under the Existing Credit
Agreement, to pay the fees and expenses incurred in connection with the
refinancing of the Existing Credit Agreement, to make the Securities Litigation
Settlement Payment in accordance with the terms and conditions set forth in the
Settlement Agreement, and for general corporate purposes, including, without
limitation, repurchases of Capital Stock of Company.

                  B.       REVOLVING LOANS; SWING LINE LOANS. The proceeds of
the Revolving Loans and any Swing Line Loans shall be applied by Company for
working capital and general corporate purposes and Letters of Credit may be
issued for the purposes set forth in the definition of such term.

                  C.       MARGIN REGULATIONS. No portion of the proceeds of any
borrowing under this Agreement shall be used by Company or any of its
Subsidiaries in any manner that might cause the borrowing or the application of
such proceeds to violate Regulation U, Regulation T or Regulation X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board
or to violate the Exchange Act, in each case as in effect on the date or dates
of such borrowing and such use of proceeds.

         2.6      SPECIAL PROVISIONS GOVERNING LIBOR LOANS.

         Notwithstanding any other provision of this Agreement to the contrary,
the following provisions shall govern with respect to LIBOR Loans as to the
matters covered:

                  A.       DETERMINATION OF APPLICABLE INTEREST RATE. On each
Interest Rate Determination Date, Administrative Agent shall determine in
accordance with the terms of this Agreement (which determination shall, absent
manifest error, be conclusive and binding upon all parties) the interest rate
that shall apply to the LIBOR Loans for which an interest rate is then being
determined for the applicable Interest Period and shall promptly give notice
thereof (in writing or by telephone confirmed in writing) to Company and each
Lender.

                  B.       INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In
the event that Administrative Agent shall have reasonably determined (which
determination shall be conclusive and binding upon all parties hereto), on any
Interest Rate Determination Date that by reason of circumstances affecting the
London interbank market adequate and fair means do not exist for ascertaining
the interest rate applicable to such Loans on the basis provided for in the
definition

                                       46

<PAGE>

of LIBO Rate, Administrative Agent shall on such date give notice (by
telefacsimile or by telephone confirmed in writing) to Company and each Lender
of such determination, whereupon (i) no Loans may be made as, or converted to,
LIBOR Loans until such time as Administrative Agent notifies Company and Lenders
that the circumstances giving rise to such notice no longer exist and (ii) any
Notice of Borrowing or Notice of Conversion/Continuation given by Company with
respect to the Loans in respect of which such determination was made shall be
deemed to be for a Base Rate Loan or, if the conditions to making a Loan set
forth in subsection 4.2 cannot then be satisfied, to be rescinded by Company.

                  C.       ILLEGALITY OR IMPRACTICABILITY OF LIBOR LOANS. In the
event that on any date any Lender shall have reasonably determined (which
determination shall be conclusive and binding upon all parties hereto but shall
be made only after consultation with Company and Administrative Agent) that the
making, maintaining or continuation of its LIBOR Loans (i) has become unlawful
as a result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the
force of law even though the failure to comply therewith would not be unlawful)
or (ii) has become impracticable, or would cause such Lender material hardship,
as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the London interbank market or the position of
such Lender in that market, then, and in any such event, such Lender shall be an
"AFFECTED LENDER" and it shall on that day give notice (by telefacsimile or by
telephone confirmed in writing) to Company and Administrative Agent of such
determination (which notice Administrative Agent shall promptly notify each
other Lender of the receipt of such notice). Thereafter (a) the obligation of
the Affected Lender to make Loans as, or to convert Loans to, LIBOR Loans shall
be suspended until such notice shall be withdrawn by the Affected Lender, (b) to
the extent such determination by the Affected Lender relates to a LIBOR Loan
then being requested by Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender's
obligation to maintain its outstanding LIBOR Loans (the "AFFECTED LOANS") shall
be terminated at the earlier to occur of the expiration of the Interest Period
then in effect with respect to the Affected Loans or when required by law, and
(d) the Affected Loans shall automatically convert into Base Rate Loans on the
date of such termination. Notwithstanding the foregoing, to the extent a
determination by an Affected Lender as described above relates to a LIBOR Loan
then being requested by Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, Company shall have the option, subject to the
provisions of subsection 2.6D, to rescind such Notice of Borrowing or Notice of
Conversion/Continuation as to all Lenders by giving notice (by telefacsimile or
by telephone confirmed in writing) to Administrative Agent of such rescission on
the date on which the Affected Lender gives notice of its determination as
described above. Administrative Agent shall promptly notify each other Lender of
the receipt of such notice. Except as provided in the immediately preceding
sentence, nothing in this subsection 2.6C shall affect the obligation of any
Lender other than an Affected Lender to make or maintain Loans as, or to convert
Loans to, LIBOR Loans in accordance with the terms of this Agreement.

                                       47

<PAGE>

                  D.       COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF
INTEREST PERIODS. Company shall compensate each Lender, upon written request by
that Lender pursuant to subsection 2.8, for all reasonable losses, expenses and
liabilities (including any interest paid by that Lender to lenders of funds
borrowed by it to make or carry its LIBOR Loans and any loss, expense or
liability sustained by that Lender in connection with the liquidation or
re-employment of such funds) which that Lender may sustain: (i) if for any
reason (other than a default by that Lender) a borrowing of any LIBOR Loan does
not occur on a date specified therefor in a Notice of Borrowing or a telephonic
request therefor, or a conversion to or continuation of any LIBOR Loan does not
occur on a date specified therefor in a Notice of Conversion/Continuation or a
telephonic request therefor, (ii) if any prepayment (including any prepayment or
conversion occasioned by the circumstances described in subsection 2.6C but
excluding a mandatory prepayment under clauses (a)-(c) of subsection 2.4B(iii))
or other principal payment or any conversion of any of its LIBOR Loans occurs on
a date prior to the last day of an Interest Period applicable to that Loan,
(iii) if any prepayment of any of its LIBOR Loans is not made on any date
specified in a notice of prepayment given by Company, or (iv) as a consequence
of any other default by Company in the repayment of its LIBOR Loans when
required by the terms of this Agreement.

                  E.       BOOKING OF LIBOR LOANS. Any Lender may make, carry or
transfer LIBOR Loans at, to, or for the account of any of its branch offices or
the office of an Affiliate of that Lender, subject to the provisions of
subsection 2.8B.

                  F.       ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS.
Calculation of all amounts payable to a Lender under this subsection 2.6 and
under subsection 2.7A shall be made as though that Lender had funded each of its
LIBOR Loans through the purchase of a Dollar deposit in the London interbank
market bearing interest at the rate obtained pursuant to the definition of LIBO
Rate in an amount equal to the amount of such LIBOR Loan and having a maturity
comparable to the relevant Interest Period, whether or not its LIBOR Loans had
been funded in such manner.

                  G.       LIBOR LOANS AFTER DEFAULT. After the occurrence of
and during the continuation of an Event of Default, (i) Company may not elect to
have a Loan be made or maintained as, or converted to, a LIBOR Loan after the
expiration of any Interest Period then in effect for that Loan and (ii) subject
to the provisions of subsection 2.6D, any Notice of Borrowing or Notice of
Conversion/Continuation given by Company with respect to a requested borrowing
or conversion/continuation that has not yet occurred shall be deemed to be for a
Base Rate Loan or, if the conditions to making a Loan set forth in subsection
4.2 cannot then be satisfied, to be rescinded by Company.

         2.7      INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

                  A.       COMPENSATION FOR INCREASED COSTS. Subject to the
provisions of subsection 2.7B (which shall be controlling with respect to the
matters covered thereby), in the event that any Lender (including any Issuing
Lender) shall determine (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto) that any law, treaty
or governmental rule, regulation or order, or any change therein or in the
interpretation,

                                       48

<PAGE>

administration or application thereof (including the introduction of any new
law, treaty or governmental rule, regulation or order), or any determination of
a court or other Government Entity, in each case that becomes effective after
the date hereof, or compliance by such Lender with any guideline, request or
directive issued or made after the date hereof by any central bank or other
Government Entity (whether or not having the force of law):

                  (i)      subjects such Lender to any additional Tax with
         respect to this Agreement or any of its obligations hereunder
         (including with respect to issuing or maintaining any Letters of Credit
         or purchasing or maintaining any participations therein or maintaining
         any Commitment hereunder) or any payments to such Lender of principal,
         interest, fees or any other amount payable hereunder;

                  (ii)     imposes, modifies or holds applicable any reserve,
         special deposit, compulsory loan, insurance charge or similar
         requirement against assets held by, or deposits or other liabilities in
         or for the account of, or advances or loans by, or other credit
         extended by, or any other acquisition of funds by, any office of such
         Lender, including any reserve requirements (including any marginal,
         emergency, supplemental, special or other reserves) applicable to any
         Lender in respect of "Eurocurrency liabilities" as defined in
         Regulation D (or any successor category of liabilities under Regulation
         D); or

                  (iii)    imposes any other condition (other than with respect
         to Taxes) on or affecting such Lender or its obligations hereunder or
         the London interbank market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining its Loans or Commitments or agreeing to
issue, issuing or maintaining any Letter of Credit or agreeing to purchase,
purchasing or maintaining any participation therein or to reduce any amount
received or receivable by such Lender with respect thereto; then, in any such
case, Company shall promptly pay to such Lender, upon receipt of the statement
referred to in subsection 2.8A, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in
amounts received or receivable hereunder.

                  B.       WITHHOLDING OF TAXES.

                  (i)      Payments to Be Free and Clear. All sums payable by
         Company under this Agreement and the other Loan Documents shall be paid
         free and clear of, and without any deduction or withholding on account
         of, any Tax imposed, levied, collected, withheld or assessed by or
         within the United States of America or any political subdivision in or
         of the United States of America.

                  (ii)     Grossing-up of Payments. If Company or any other
         Person is required by law to make any deduction or withholding on
         account of any such Tax from any sum paid or payable by Company to
         Administrative Agent or any Lender under any of the Loan Documents:

                                       49

<PAGE>

                           (a)      Company shall notify Administrative Agent of
                  any such requirement or any change in any such requirement as
                  soon as Company becomes aware of it;

                           (b)      Company shall pay any such Tax when such Tax
                  is due, regardless of whether the liability for payment of
                  such Tax (i) is imposed on Company itself, Administrative
                  Agent or any Lender or (ii) relates to any portion of any sums
                  paid or payable to any Lender under any of the Loan Documents
                  with respect to which such Lender does not act for its own
                  account;

                           (c)      the sum payable by Company in respect of
                  which the relevant deduction, withholding or payment is
                  required shall be increased to the extent necessary to ensure
                  that, after the making of that deduction, withholding or
                  payment, Administrative Agent or such Lender, as the case may
                  be, receives on the due date a net sum equal to what it would
                  have received had no such deduction, withholding or payment
                  been required or made; and

                           (d)      within 30 days after paying any sum from
                  which it is required by law to make any deduction or
                  withholding, and within 30 days after the due date of payment
                  of any Tax which it is required by clause (b) above to pay,
                  Company shall deliver to Administrative Agent evidence
                  satisfactory to the other affected parties of such deduction,
                  withholding or payment and of the remittance thereof to the
                  relevant taxing or other authority;

         provided that no such additional amount shall be required to be paid to
         any Lender under clause (c) above except to the extent that any change
         after the date on which such Lender became a Lender in any such
         requirement for a deduction, withholding or payment as is mentioned
         therein shall result in an increase in the rate of such deduction,
         withholding or payment from that in effect on the date on which such
         Lender became a Lender, in respect of payments to such Lender.

                  (iii)    Evidence of Exemption from U.S. Withholding Tax.

                           (a)      Each Lender that is organized under the laws
                  of any jurisdiction other than the United States or any state
                  or other political subdivision thereof (for purposes of this
                  subsection 2.7B(iii), a "NON-US LENDER") shall deliver to
                  Administrative Agent and to Company, on or prior to the
                  Closing Date (in the case of each Lender listed on the
                  signature pages hereof) or on or prior to the date of the
                  Assignment Agreement pursuant to which it becomes a Lender (in
                  the case of each other Lender), and at such other times as may
                  be necessary in the determination of Company or Administrative
                  Agent (each in the reasonable exercise of its discretion), two
                  original copies of Internal Revenue Service Form W-8BEN or
                  W-8ECI (or any successor forms) properly completed and duly
                  executed by such Lender, or in the case of a Non-US Lender
                  claiming exemption from United States federal withholding tax
                  under Section 871(h) or 881(c) of the Internal Revenue Code
                  with respect to payments of "portfolio interest", a form

                                       50

<PAGE>

                  W-8BEN , and, in the case of a Lender that has certified in
                  writing to Administrative Agent that it is not a "bank"
                  (within the meaning of Section 881(c)(3)(A) of the Internal
                  Revenue Code), a certificate of such Lender certifying that
                  such Lender is not (i) a "bank" for purposes of Section 881(c)
                  of the Internal Revenue Code, (ii) a ten-percent shareholder
                  (within the meaning of Section 871(h)(3)(B) of the Internal
                  Revenue Code) of Company or (iii) a controlled foreign
                  corporation related to Company (within the meaning of Section
                  864(d)(4) of the Internal Revenue Code) in each case together
                  with any other certificate or statement of exemption required
                  under the Internal Revenue Code or the regulations issued
                  thereunder to establish that such Lender is not subject to
                  United States withholding tax with respect to any payments to
                  such Lender of interest payable under any of the Loan
                  Documents.

                           (b)      Each Non-US Lender, to the extent it does
                  not act or ceases to act for its own account with respect to
                  any portion of any sums paid or payable to such Lender under
                  any of the Loan Documents (for example, in the case of a
                  typical participation by such Lender), shall deliver to
                  Administrative Agent and to Company, on or prior to the
                  Closing Date (in the case of each Lender listed on the
                  signature pages hereof), on or prior to the date of the
                  Assignment Agreement pursuant to which it becomes a Lender (in
                  the case of each other Lender), or on such later date when
                  such Lender ceases to act for its own account with respect to
                  any portion of any such sums paid or payable, and at such
                  other times as may be necessary in the determination of
                  Company or Administrative Agent (each in the reasonable
                  exercise of its discretion), (1) two original copies of the
                  forms or statements required to be provided by such Lender
                  under subsection 2.7B(iii)(a), properly completed and duly
                  executed by such Lender, to establish the portion of any such
                  sums paid or payable with respect to which such Lender acts
                  for its own account that is not subject to United States
                  withholding tax, and (2) two original copies of Internal
                  Revenue Service Form W-8IMY (or any successor forms) properly
                  completed and duly executed by such Lender, together with any
                  information, if any, such Lender chooses to transmit with such
                  form, and any other certificate or statement of exemption
                  required under the Internal Revenue Code or the regulations
                  issued thereunder, to establish that such Lender is not acting
                  for its own account with respect to a portion of any such sums
                  payable to such Lender.

                           (c)      Each Non-US Lender hereby agrees, from time
                  to time after the initial delivery by such Lender of such
                  forms, whenever a lapse in time or change in circumstances
                  renders such forms, certificates or other evidence so
                  delivered obsolete or inaccurate in any material respect or in
                  the event that, by virtue of a change in law or regulations,
                  such forms are no longer valid evidence of a Person's
                  exemption from withholding tax that is reasonably satisfactory
                  to Company, that such Lender shall promptly (1) deliver to
                  Administrative Agent and to Company two original copies of
                  renewals, amendments or additional or successor forms,
                  properly completed and duly executed by such Lender, together

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<PAGE>

                  with any other certificate or statement of exemption required
                  in order to confirm or establish that such Lender is not
                  subject to United States withholding tax with respect to
                  payments to such Lender under the Loan Documents and, if
                  applicable, that such Lender does not act for its own account
                  with respect to any portion of any such payments, or (2)
                  notify Administrative Agent and Company of its inability to
                  deliver any such forms, certificates or other evidence.

                           (d)      Company shall not be required to pay any
                  additional amount to any Non-US Lender under clause (c) of
                  subsection 2.7B(ii) (1) with respect to any Tax required to be
                  deducted or withheld on the basis of the information,
                  certificates or statements of exemption such Lender chooses to
                  transmit with an Internal Revenue Service Form W-8IMY pursuant
                  to subsection 2.7B(iii)(b)(2) or (2) if such Lender shall have
                  failed to satisfy the requirements of clause (a), (b) or
                  (c)(1) of this subsection 2.7B(iii); provided that if such
                  Lender shall have satisfied the requirements of subsection
                  2.7B(iii)(a) on the date such Lender became a Lender, nothing
                  in this subsection 2.7B(iii)(d) shall relieve Company of its
                  obligation to pay any amounts pursuant to subsection
                  2.7B(ii)(c) in the event that, as a result of any change in
                  any applicable law, treaty or governmental rule, regulation or
                  order, or any change in the interpretation, administration or
                  application thereof, such Lender is no longer properly
                  entitled to deliver forms, certificates or other evidence at a
                  subsequent date establishing the fact that such Lender is not
                  subject to withholding as described in subsection
                  2.7B(iii)(a).

                  C.       CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have
determined that the adoption, effectiveness, phase-in or applicability after the
date hereof of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by any Government Entity charged with the interpretation
or administration thereof, or compliance by any Lender with any guideline,
request or directive regarding capital adequacy (whether or not having the force
of law) of any such Government Entity, has or would have the effect of reducing
the rate of return on the capital of such Lender or any corporation controlling
such Lender as a consequence of, or with reference to, such Lender's Loans or
Commitments or Letters of Credit or participations therein or other obligations
hereunder with respect to the Loans or the Letters of Credit to a level below
that which such Lender or such controlling corporation could have achieved but
for such adoption, effectiveness, phase-in, applicability, change or compliance
(taking into consideration the policies of such Lender or such controlling
corporation with regard to capital adequacy), then from time to time, within
five Business Days after receipt by Company from such Lender of the statement
referred to in subsection 2.8A, Company shall pay to such Lender such additional
amount or amounts as will compensate such Lender or such controlling corporation
on an after-tax basis for such reduction, increased to the extent necessary to
take into account any taxes (including for these purposes any income,
recordation, mortgage, stamp or documentary taxes) such Lender may incur as a
result of such additional amounts; provided that no such amounts shall be
payable by Company to any Lender unless such Lender shall have adopted a policy
to assess such costs against all borrowers similarly situated.

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<PAGE>

         2.8      STATEMENT OF LENDERS; OBLIGATION OF LENDERS AND ISSUING
                  LENDERS TO MITIGATE.

                  A.       STATEMENTS. Each Lender claiming compensation or
reimbursement pursuant to subsection 2.6D, 2.7 or 2.8B shall deliver to Company
(with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis of the calculation of such compensation or
reimbursement, which statement shall be conclusive and binding upon all parties
hereto absent manifest error.

                  B.       MITIGATION. Each Lender and Issuing Lender agrees
that, as promptly as practicable after the officer of such Lender or Issuing
Lender responsible for administering the Loans or Letters of Credit of such
Lender or Issuing Lender, as the case may be, becomes aware of the occurrence of
an event or the existence of a condition that would cause such Lender to become
an Affected Lender or that would entitle such Lender or Issuing Lender to
receive payments under subsection 2.7, use reasonable efforts to make, issue,
fund or maintain the Commitments of such Lender or the Affected Loans or Letters
of Credit of such Lender or Issuing Lender through another lending or letter of
credit office of such Lender or Issuing Lender, if (i) as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease
to exist or the additional amounts which would otherwise be required to be paid
to such Lender or Issuing Lender pursuant to subsection 2.7 would be materially
reduced and (ii) as determined by such Lender or Issuing Lender in its sole
discretion, such action would not otherwise be disadvantageous to such Lender or
Issuing Lender; provided that such Lender or Issuing Lender will not be
obligated to utilize such other lending or letter of credit office pursuant to
this subsection 2.8B unless Company agrees to pay all incremental expenses
incurred by such Lender or Issuing Lender as a result of utilizing such other
lending or letter of credit office as described above.

         2.9      REPLACEMENT OF A LENDER.

         If Company receives a statement of amounts due pursuant to subsection
2.8A from a Lender (other than in respect of Eurocurrency liabilities under
Regulation D), a Revolving Lender defaults in its obligations to fund a
Revolving Loan pursuant to this Agreement, a Lender (a "NON-CONSENTING LENDER")
refuses to consent to an amendment, modification or waiver of this Agreement
that, pursuant to subsection 10.6, requires consent of 100% of the Lenders or
100% of the Lenders with Obligations directly affected or a Lender becomes an
Affected Lender (any such Lender, a "SUBJECT LENDER"), so long as (i) no
Potential Event of Default or Event of Default shall have occurred and be
continuing and Company has obtained a commitment from another Lender or an
Eligible Assignee to purchase at par the Subject Lender's Loans and assume the
Subject Lender's Commitments and all other obligations of the Subject Lender
hereunder, (ii) such Lender is not an Issuing Lender with respect to any Letters
of Credit outstanding (unless all such Letters of Credit are terminated or
arrangements acceptable to such Issuing Lender (such as a "back-to-back" letter
of credit) are made) and (iii), if applicable, the Subject Lender is unwilling
to withdraw the notice delivered to Company pursuant to subsection 2.8 and/or is
unwilling to remedy its default upon 10 days prior written notice to the Subject
Lender and Administrative Agent, Company may require the Subject Lender to
assign all of its Loans and Commitments to such other Lender, Lenders, Eligible
Assignee or Eligible Assignees

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<PAGE>

pursuant to the provisions of subsection 10.1B; provided that, prior to or
concurrently with such replacement (1) Company has paid to the Lender giving
such notice all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable)
through such date of replacement, (2) the processing fee required to be paid by
subsection 10.1B(i) shall have been paid to Administrative Agent, (3) all of the
requirements for such assignment contained in subsection 10.1B, including,
without limitation, the consent of Administrative Agent (if required), the
receipt by Administrative Agent of an executed Assignment Agreement and other
supporting documents and the payment to the Subject Lender of all amounts
required under the Assignment Agreement, have been fulfilled, and (4) in the
event such Subject Lender is a Non-Consenting Lender, each assignee shall
consent, at the time of such assignment, to each matter in respect of which such
Subject Lender was a Non-Consenting Lender and Company also requires each other
Subject Lender that is a Non-Consenting Lender to assign its Loans and
Commitments.

SECTION 3.        LETTERS OF CREDIT

       3.1        ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF
                  PARTICIPATIONS THEREIN.

                  A.       LETTERS OF CREDIT. In addition to Company requesting
that Lenders make Loans pursuant to subsection 2.1A, Company may request, in
accordance with the provisions of this subsection 3.1, from time to time during
the period from the Closing Date to but excluding the 30th day prior to the
Revolving Loan Commitment Termination Date, that one or more Revolving Lenders
issue Letters of Credit payable on a sight basis for the account of Company for
the purposes specified in the definitions of Standby Letters of Credit and
Commercial Letters of Credit. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Company
herein set forth, any one or more Revolving Lenders may, but (except as provided
in subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit
in accordance with the provisions of this subsection 3.1; provided that Company
shall not request that any Revolving Lender issue (and no Revolving Lender shall
issue):

                  (i)      any Letter of Credit if, after giving effect to such
         issuance, the Total Utilization of Revolving Loan Commitments would
         exceed the Revolving Loan Commitments then in effect;

                  (ii)     any Letter of Credit if, after giving effect to such
         issuance, the Letter of Credit Usage would exceed $20,000,000;

                  (iii)    any Standby Letter of Credit having an expiration
         date later than the earlier of (a) ten days prior to the Revolving Loan
         Commitment Termination Date and (b) the date which is one year from the
         date of issuance of such Standby Letter of Credit; provided that the
         immediately preceding clause (b) shall not prevent any Issuing Lender
         from agreeing that a Letter of Credit will automatically be extended
         for one or more successive periods not to exceed one year each unless
         such Issuing Lender elects not to extend for any such additional
         period; and provided, further that such Issuing Lender shall elect not
         to extend such Letter of Credit if it has knowledge that an Event of
         Default

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<PAGE>

         has occurred and is continuing (and has not been waived in accordance
         with subsection 10.6) at the time such Issuing Lender must elect
         whether or not to allow such extension;

                  (iv)     any Commercial Letter of Credit having an expiration
         date (a) later than the earlier of (1) the date which is 30 days prior
         to the Revolving Loan Commitment Termination Date and (2) the date
         which is 180 days from the date of issuance of such Commercial Letter
         of Credit or (b) that is otherwise unacceptable to the applicable
         Issuing Lender in its reasonable discretion; or

                  (v)      any Letter of Credit denominated in a currency other
         than Dollars.

                  B.       MECHANICS OF ISSUANCE.

                  (i)      Request for Issuance. Whenever Company desires the
         issuance of a Letter of Credit, it shall deliver to Administrative
         Agent a Request for Issuance no later than 12:00 Noon (New York City
         time) at least five Business Days, or in each case such shorter period
         as may be agreed to by the Issuing Lender in any particular instance,
         in advance of the proposed date of issuance. The Issuing Lender, in its
         reasonable discretion, may require changes in the text of the proposed
         Letter of Credit or any documents described in or attached to the
         Request for Issuance.

                  Company shall notify the applicable Issuing Lender (and
         Administrative Agent, if Administrative Agent is not such Issuing
         Lender) prior to the issuance of any Letter of Credit in the event that
         any of the matters to which Company is required to certify in the
         applicable Request for Issuance is no longer true and correct as of the
         proposed date of issuance of such Letter of Credit, and upon the
         issuance of any Letter of Credit Company shall be deemed to have
         re-certified, as of the date of such issuance, as to the matters to
         which Company is required to certify in the applicable Request for
         Issuance.

                  (ii)     Determination of Issuing Lender. Upon receipt by
         Administrative Agent of a Request for Issuance pursuant to subsection
         3.1B(i) requesting the issuance of a Letter of Credit, in the event
         Administrative Agent elects to issue such Letter of Credit,
         Administrative Agent shall promptly so notify Company, and
         Administrative Agent shall be the Issuing Lender with respect thereto.
         In the event that Administrative Agent, in its sole discretion, elects
         not to issue such Letter of Credit, Administrative Agent shall promptly
         so notify Company, whereupon Company may request any other Revolving
         Lender to issue such Letter of Credit by delivering to such Revolving
         Lender a copy of the applicable Request for Issuance. Any Revolving
         Lender so requested to issue such Letter of Credit shall promptly
         notify Company and Administrative Agent whether or not, in its sole
         discretion, it has elected to issue such Letter of Credit, and any such
         Revolving Lender that so elects to issue such Letter of Credit shall be
         the Issuing Lender with respect thereto. In the event that all other
         Revolving Lenders shall have declined to issue such Letter of Credit,
         notwithstanding the prior election of Administrative Agent not to issue
         such Letter of Credit, Administrative Agent shall be obligated to issue
         such Letter of Credit and shall be the Issuing Lender with respect
         thereto, notwithstanding the fact that the Letter of Credit Usage with
         respect to such Letter of Credit and with respect

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<PAGE>

         to all other Letters of Credit issued by Administrative Agent, when
         aggregated with Administrative Agent's outstanding Revolving Loans and
         Swing Line Loans, may exceed Administrative Agent's Revolving Loan
         Commitment then in effect.

                  (iii)    Issuance of Letter of Credit. Upon satisfaction or
         waiver (in accordance with subsection 10.6) of the conditions set forth
         in subsection 4.3, the Issuing Lender shall issue the requested Letter
         of Credit in accordance with the Issuing Lender's standard operating
         procedures.

                  (iv)     Notification to Revolving Lenders. Upon the issuance
         of or amendment to any Letter of Credit the applicable Issuing Lender
         shall promptly notify Administrative Agent and Company of such issuance
         or amendment in writing and such notice shall be accompanied by a copy
         of such Letter of Credit or amendment. Upon receipt of such notice (or,
         if Administrative Agent is the Issuing Lender, together with such
         notice), Administrative Agent shall notify each Revolving Lender in
         writing of such issuance or amendment and the amount of such Revolving
         Lender's respective participation in such Letter of Credit or
         amendment, and, if so requested by a Revolving Lender, Administrative
         Agent shall provide such Lender with a copy of such Letter of Credit or
         amendment.

         C.       REVOLVING LENDERS' PURCHASE OF PARTICIPATIONS IN LETTERS OF
CREDIT. Immediately upon the issuance of each Letter of Credit, each Revolving
Lender shall be deemed to, and hereby agrees to, have irrevocably purchased from
the Issuing Lender a participation in such Letter of Credit and any drawings
honored thereunder in an amount equal to such Revolving Lender's Pro Rata Share
of the maximum amount which is or at any time may become available to be drawn
thereunder.

         3.2      LETTER OF CREDIT FEES.

         Company agrees to pay the following amounts with respect to Letters of
Credit issued hereunder:

                  (i)      with respect to each Letter of Credit, (a) a fronting
         fee, payable directly to the applicable Issuing Lender for its own
         account, equal to 0.25% per annum of the daily amount available to be
         drawn under such Letter of Credit, and (b) a letter of credit fee,
         payable to Administrative Agent for the account of Revolving Lenders,
         equal to the daily amount available to be drawn under such Letter of
         Credit multiplied by the Applicable LIBOR Margin for Revolving Loans,
         each such fronting fee or letter of credit fee to be payable in arrears
         on and to (but excluding) the last Business Day of each March, June,
         September and December of each year commencing on the first such date
         to occur after the Closing Date, and computed on the basis of a 360-day
         year for the actual number of days elapsed; and

                  (ii)     with respect to the amendment or transfer of each
         Letter of Credit and each payment of a drawing made thereunder (without
         duplication of the fees payable under clause (i) above), documentary
         and processing charges payable directly to the

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<PAGE>

         applicable Issuing Lender for its own account in accordance with such
         Issuing Lender's standard schedule for such charges in effect at the
         time of such issuance, amendment, transfer or payment, as the case may
         be.

For purposes of calculating any fees payable under clause (i) of this subsection
3.2, the daily amount available to be drawn under any Letter of Credit shall be
determined as of the close of business on any date of determination. Promptly
upon receipt by Administrative Agent of any amount described in clause (i)(b) of
this subsection 3.2, Administrative Agent shall distribute to each Revolving
Lender its Pro Rata Share of such amount.

         3.3      DRAWINGS AND REIMBURSEMENT OF AMOUNTS PAID UNDER LETTERS OF
                  CREDIT.

                  A.       RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO
DRAWINGS. In determining whether to honor any drawing under any Letter of Credit
by the beneficiary thereof, the Issuing Lender shall be responsible only to
examine the documents delivered under such Letter of Credit with reasonable care
so as to ascertain whether they appear on their face to be in accordance with
the terms and conditions of such Letter of Credit.

                  B.       REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER
LETTERS OF CREDIT. In the event an Issuing Lender has determined to honor a
drawing under a Letter of Credit issued by it, such Issuing Lender shall
immediately notify Company and Administrative Agent, and Company shall reimburse
such Issuing Lender on or before the Business Day immediately following the date
on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in
Dollars and in same day funds equal to the amount of such payment; provided
that, anything contained in this Agreement to the contrary notwithstanding, (i)
unless Company shall have notified Administrative Agent and such Issuing Lender
prior to 12:00 noon (New York City time) on the date such drawing is honored
that Company intends to reimburse such Issuing Lender for the amount of such
payment with funds other than the proceeds of Revolving Loans, Company shall be
deemed to have given a timely Notice of Borrowing to Administrative Agent
requesting Revolving Lenders to make Revolving Loans that are Base Rate Loans on
the Reimbursement Date in an amount in Dollars equal to the amount of such
payment and (ii) subject to satisfaction or waiver of the conditions specified
in subsection 4.2B, Revolving Lenders shall, on the Reimbursement Date, make
Revolving Loans that are Base Rate Loans in the amount of such payment, the
proceeds of which shall be applied directly by Administrative Agent to reimburse
such Issuing Lender for the amount of such payment; and provided, further that
if for any reason proceeds of Revolving Loans are not received by such Issuing
Lender on the Reimbursement Date in an amount equal to the amount of such
payment, Company shall reimburse such Issuing Lender, on demand, in an amount in
same day funds equal to the excess of the amount of such payment over the
aggregate amount of such Revolving Loans, if any, which are so received. Nothing
in this subsection 3.3B shall be deemed to relieve any Revolving Lender from its
obligation to make Revolving Loans on the terms and conditions set forth in this
Agreement, and Company shall retain any and all rights it may have against any
Revolving Lender resulting from the failure of such Revolving Lender to make
such Revolving Loans under this subsection 3.3B.

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<PAGE>

                  C.       PAYMENT BY LENDERS OF UNREIMBURSED AMOUNTS PAID UNDER
LETTERS OF CREDIT.

                  (i)      Payment by Revolving Lenders. In the event that
         Company shall fail for any reason to reimburse any Issuing Lender as
         provided in subsection 3.3B in an amount equal to the amount of any
         payment by such Issuing Lender under a Letter of Credit issued by it,
         such Issuing Lender shall promptly notify Administrative Agent, who
         shall notify each other Revolving Lender of the unreimbursed amount of
         such honored drawing and of such other Revolving Lender's respective
         participation therein based on such Revolving Lender's Pro Rata Share.
         Each Revolving Lender (other than such Issuing Lender) shall make
         available to Administrative Agent an amount equal to its respective
         participation, in Dollars and in same day funds, to be credited to the
         Funding and Payment Account, not later than 12:00 Noon (New York City
         time) on the first Business Day after the date notified by
         Administrative Agent, who shall make available to such Issuing Lender
         in same day funds, at the office of such Issuing Lender on such
         Business Day, the aggregate amount of the participation payments so
         received by Administrative Agent. In the event that any Revolving
         Lender fails to make available to Administrative Agent on such Business
         Day the amount of such Revolving Lender's participation in such Letter
         of Credit as provided in this subsection 3.3C(i), such Issuing Lender
         shall be entitled to recover such amount on demand from such Revolving
         Lender together with interest thereon at the Federal Funds Effective
         Rate. Nothing in this subsection 3.3C(i) shall be deemed to prejudice
         the right of Administrative Agent to recover, for the benefit of
         Revolving Lenders, from any Issuing Lender any amounts made available
         to such Issuing Lender pursuant to this subsection 3.3C(i) in the event
         that it is determined by the final judgment of a court of competent
         jurisdiction that the payment with respect to a Letter of Credit by
         such Issuing Lender in respect of which participation payments were
         made by Revolving Lenders constituted gross negligence or willful
         misconduct on the part of such Issuing Lender.

                  (ii)     Distribution to Lenders of Reimbursements Received
         From Company. In the event any Issuing Lender shall have been
         reimbursed by other Revolving Lenders pursuant to subsection 3.3C(i)
         for all or any portion of any payment by such Issuing Lender under a
         Letter of Credit issued by it, and Administrative Agent or such Issuing
         Lender thereafter receives any payments from Company in reimbursement
         of such payment under the Letter of Credit, such Issuing Lender shall
         distribute any such payment it receives to Administrative Agent and
         Administrative Agent shall distribute to each other Revolving Lender
         that has paid all amounts payable by it under subsection 3.3C(i) with
         respect to such payment such Revolving Lender's Pro Rata share of all
         payments subsequently received by Administrative Agent or such Issuing
         Lender from Company.

                  D.       INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

                  (i)      Payment of Interest by Company. Company agrees to pay
         to Administrative Agent, with respect to payments under any Letters of
         Credit, interest on the amount paid in respect of each such payment
         from the date a drawing is honored to

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<PAGE>

         but excluding the date such amount is reimbursed by Company (including
         any such reimbursement out of the proceeds of Revolving Loans pursuant
         to subsection 3.3B) at a rate equal to (a) for the period from the date
         such drawing is honored to but excluding the Reimbursement Date, the
         rate then in effect under this Agreement with respect to Revolving
         Loans that are Base Rate Loans and (b) thereafter, a rate which is 2%
         per annum in excess of the rate of interest otherwise payable under
         this Agreement with respect to Revolving Loans that are Base Rate
         Loans. Interest payable pursuant to this subsection 3.3D(i) shall be
         computed on the basis of a 365-day or 366-day year, as the case may be,
         for the actual number of days elapsed in the period during which it
         accrues and shall be payable on demand or, if no demand is made, on the
         date on which the related drawing under a Letter of Credit is
         reimbursed in full.

                  (ii)     Distribution of Interest Payments by Administrative
         Agent. Promptly upon receipt by Administrative Agent of any payment of
         interest pursuant to subsection 3.3D(i) with respect to a payment under
         a Letter of Credit, (a) Administrative Agent shall distribute (x) to
         each Revolving Lender, out of the interest received by Administrative
         Agent in respect of the period from the date such drawing is honored to
         but excluding the date on which the Issuing Lender for such Letter of
         Credit is reimbursed for the amount of such payment (including any such
         reimbursement out of the proceeds of Revolving Loans pursuant to
         subsection 3.3B), the amount that such Revolving Lender would have been
         entitled to receive in respect of the letter of credit fee that would
         have been payable in respect of such Letter of Credit for such period
         pursuant to subsection 3.2 if no drawing had been honored under such
         Letter of Credit and (y) to such Issuing Lender the amount, if any,
         remaining after payment of the amounts applied pursuant to the
         immediately preceding clause (x), and (b) in the event such Issuing
         Lender shall have been reimbursed by other Revolving Lenders pursuant
         to subsection 3.3C(i) for all or any portion of such payment,
         Administrative Agent shall distribute to each Revolving Lender
         (including such Issuing Lender) that has paid all amounts payable by it
         under subsection 3.3C(i) with respect to such payment such Revolving
         Lender's Pro Rata Share of any interest received by Administrative
         Agent in respect of that portion of such payment so reimbursed by
         Revolving Lenders for the period from the date on which such Issuing
         Lender was so reimbursed by other Revolving Lenders to but excluding
         the date on which such portion of such payment is reimbursed by
         Company. Any such distribution shall be made to a Revolving Lender at
         its primary address set forth below its name on the appropriate
         signature page hereof or at such other address as such Revolving Lender
         may request.

         3.4      OBLIGATIONS ABSOLUTE.

         The obligation of Company to reimburse each Issuing Lender for payments
under the Letters of Credit issued by it and to repay any Revolving Loans made
by Revolving Lenders pursuant to subsection 3.3B and the obligations of
Revolving Lenders under subsection 3.3C(i) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including any of the following circumstances:

                  (i)      any lack of validity or enforceability of any Letter
         of Credit;

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<PAGE>

                  (ii)     the existence of any claim, set-off, defense or other
         right which Company or any Lender may have at any time against a
         beneficiary or any transferee of any Letter of Credit (or any Persons
         for whom any such transferee may be acting), any Issuing Lender or
         other Revolving Lender or any other Person or, in the case of a
         Revolving Lender, against Company, whether in connection with this
         Agreement, the transactions contemplated herein or any unrelated
         transaction (including any underlying transaction between Company or
         one of its Subsidiaries and the beneficiary for which any Letter of
         Credit was procured);

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

                  (iv)     payment by the applicable Issuing Lender in good
         faith under any Letter of Credit against presentation of a draft or
         other document which purports to comply with the terms of such Letter
         of Credit;

                  (v)      any adverse change in the business, operations,
         properties, assets, condition (financial or otherwise) or prospects of
         Company or any of its Subsidiaries;

                  (vi)     any breach of this Agreement or any other Loan
         Document by any party thereto;

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

                  (viii)   the fact that an Event of Default or a Potential
         Event of Default shall have occurred and be continuing;

provided, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final judgment of a court of competent jurisdiction).

         3.5      INDEMNIFICATION; NATURE OF ISSUING LENDERS' DUTIES.

                  A.       INDEMNIFICATION. In addition to amounts payable as
provided in subsection 2.7, Company hereby agrees to protect, indemnify, pay and
save harmless each Issuing Lender from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of outside counsel and allocated costs of
internal counsel) which such Issuing Lender may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of any Letter of Credit by
such Issuing Lender, other than as a result of (a) the gross negligence or
willful misconduct of such Issuing Lender as determined by a final judgment of a
court of competent jurisdiction or (b) subject to the following clause (ii), the
wrongful dishonor by such Issuing Lender of a proper demand for payment made
under any Letter of Credit issued by it or (ii) the failure of such Issuing
Lender to

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honor a drawing under any such Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or future de jure or de
facto Government Entity.

                  B.       NATURE OF ISSUING LENDERS' DUTIES. As between Company
and any Issuing Lender, Company assumes all risks of the acts and omissions of,
or misuse of the Letters of Credit issued by such Issuing Lender by, the
respective beneficiaries of such Letters of Credit. In furtherance and not in
limitation of the foregoing, such Issuing Lender shall not be responsible for:
(i) the form, validity, sufficiency, accuracy, genuineness or legal effect of
any document submitted by any party in connection with the application for and
issuance of any such Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of such Issuing Lender, including any act or omission by a Government
Entity specified in subsection 3.5A, and none of the above shall affect or
impair, or prevent the vesting of, any of such Issuing Lender's rights or powers
hereunder.

                  Notwithstanding anything to the contrary contained in this
subsection 3.5, Company shall retain any and all rights it may have against any
Issuing Lender for any liability arising solely out of the gross negligence or
willful misconduct of such Issuing Lender, as determined by a final judgment of
a court of competent jurisdiction.

SECTION 4.        CONDITIONS TO LOANS AND LETTERS OF CREDIT

         The obligations of Lenders to make Loans and the issuance of Letters of
Credit hereunder are subject to the satisfaction of the following conditions.

         4.1      CONDITIONS TO TERM LOANS AND INITIAL REVOLVING LOANS AND SWING
                  LINE LOANS.

         The obligations of Lenders to make the Term Loans and any Revolving
Loans and Swing Line Loans to be made on the Closing Date are, in addition to
the conditions precedent specified in subsection 4.2, subject to prior or
concurrent satisfaction of the following conditions:

                  A.       LOAN PARTY DOCUMENTS. On or before the Closing Date,
Company shall deliver to Administrative Agent the following with respect to
Company or its Principal Subsidiaries, as the case may be, each, unless
otherwise noted, dated the Closing Date:

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                  (i)      Copies of the Organizational Documents of such
         Person, certified by the Secretary of State of its jurisdiction of
         organization or, if such document is of a type that may not be so
         certified, certified by the secretary or similar officer of the
         applicable Person, together with a good standing certificate from the
         Secretary of State of its jurisdiction of organization and each other
         state in which such Person is qualified to do business and, to the
         extent generally available, a certificate or other evidence of good
         standing as to payment of any applicable franchise or similar taxes
         from the appropriate taxing authority of each of such jurisdictions (or
         Officer's Certificate in lieu thereof), each dated a recent date prior
         to the Closing Date;

                  (ii)     Resolutions of the Governing Body of Company
         approving and authorizing the execution, delivery and performance of
         the Loan Documents to which it is a party, certified as of the Closing
         Date by the secretary or similar officer of Company as being in full
         force and effect without modification or amendment;

                  (iii)    Signature and incumbency certificates of the officers
         of Company executing the Loan Documents to which it is a party;

                  (iv)     Executed originals of the Loan Documents to which
         Company is a party; and

                  (v)      Such other documents as Administrative Agent may
         reasonably request.

         As of the Closing Date, no Subsidiary of Company is executing the
Subsidiary Guaranty and Company is the sole Loan Party under this Agreement.

                  B.       FEES. Company shall have paid to Administrative
Agent, for distribution (as appropriate) to Administrative Agent and Lenders,
the fees payable on the Closing Date referred to in subsection 2.3.

                  C.       CORPORATE AND CAPITAL STRUCTURE, AND OWNERSHIP.

                  (i)      Corporate Structure. The corporate organizational
         structure of Company and its Subsidiaries shall be as set forth on
         Schedule 4.1C annexed hereto.

                  (ii)     Capital Structure and Ownership. The capital
         structure and ownership of Company shall be as set forth on Schedule
         4.1C annexed hereto.

                  D.       REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF
AGREEMENTS. Company shall have delivered to Administrative Agent an Officer's
Certificate, in form and substance satisfactory to Administrative Agent, to the
effect that the representations and warranties in Section 5 are true, correct
and complete in all material respects on and as of the Closing Date to the same
extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date) and that Company shall have performed
in all material respects all agreements and satisfied all

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conditions which this Agreement provides shall be performed or satisfied by it
on or before the Closing Date except as otherwise disclosed to and agreed to in
writing by Administrative Agent; provided that where a representation and
warranty, covenant or condition is qualified as to materiality, such materiality
qualifier shall be disregarded for purposes of this condition.

                  E.       FINANCIAL STATEMENTS; PRO FORMA FINANCIAL STATEMENTS.
On or before the Closing Date, Lenders shall have received from Company (i)
audited consolidated financial statements of Company and its Subsidiaries for
the Fiscal Year ended December 31, 2002, (ii) unaudited consolidating financial
statements of Company and its Subsidiaries for the Fiscal Year ended December
31, 2002, (iii) a pro forma balance sheet, giving effect to the transactions
contemplated by this Agreement as of December 31, 2002, which pro forma balance
sheet shall be in form and substance satisfactory to Administrative Agent and
(iv) either (a) projected financial statements (including balance sheets and
statements of operations and cash flows) of Company and its Subsidiaries for the
five-year period after the Closing Date, all of the foregoing to be (x)
substantially consistent with the financial statements delivered pursuant to
clauses (i) and (ii) above and (y) otherwise in form and substance reasonably
satisfactory to Administrative Agent and Syndication Agent or (b) an Officer's
Certificate certifying that there has been no material adverse change in the
projected results of operations set forth in the projections contained in the
Confidential Information Memorandum.

                  F.       OPINIONS OF COUNSEL TO LOAN PARTIES. Lenders shall
have received originally executed copies of one or more favorable written
opinions of Sullivan & Cromwell LLP, counsel for Loan Parties, Daniel Gregoire,
Esq., General Counsel of Company, and Robinson & Cole LLP, Connecticut counsel
for Company in form and substance reasonably satisfactory to Administrative
Agent and its counsel, dated as of the Closing Date and setting forth
substantially the matters in the opinions designated in Exhibit VIII-A, Exhibit
VIII-B and Exhibit VIII-C, respectively, annexed hereto and as to such other
matters as Administrative Agent acting on behalf of Lenders may reasonably
request (this Credit Agreement constituting a written request by Company to such
counsel to deliver such opinions to Lenders).

                  G.       OPINIONS OF ADMINISTRATIVE AGENT'S COUNSEL. Lenders
shall have received originally executed copies of one or more favorable written
opinions of O'Melveny & Myers LLP, counsel to Administrative Agent, dated as of
the Closing Date, substantially in the form of Exhibit IX annexed hereto.

                  H.       EVIDENCE OF INSURANCE. Administrative Agent shall
have received a certificate from Company's insurance broker or other evidence
satisfactory to it that all insurance required to be maintained pursuant to
subsection 6.4 is in full force and effect and that Administrative Agent on
behalf of Lenders has been named as additional insured and/or loss payee
thereunder to the extent required under subsection 6.4.

                  I.       NECESSARY GOVERNMENTAL AUTHORIZATIONS AND CONSENTS;
EXPIRATION OF WAITING PERIODS, ETC. Company shall have obtained all Governmental
Authorizations, Healthcare Authorizations and all consents of other Persons, in
each case that are necessary or advisable in order to perform its obligations
under the Loan Documents and the continued operation of the business conducted
by Company and its Principal Subsidiaries in substantially

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the same manner as conducted prior to the Closing Date. Each such Governmental
Authorization or consent shall be in full force and effect, except in a case
where the failure to obtain or maintain a Governmental Authorization or consent,
either individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. All applicable waiting periods shall have
expired without any action being taken or threatened by any competent authority
that would restrain, prevent or otherwise impose adverse conditions on the
transactions contemplated by the Loan Documents or the financing thereof. No
action, request for stay, petition for review or rehearing, reconsideration, or
appeal with respect to any of the foregoing shall be pending, and the time for
any applicable Government Entity to take action to set aside its consent on its
own motion shall have expired.

                  J.       CASH. Company shall have delivered an Officer's
Certificate demonstrating that Company will not have less than $75,000,000 in
available Cash, Cash Equivalents and Investment Grade Securities (excluding any
Cash, Cash Equivalents and Investment Grade Securities of a Subsidiary) after
giving effect to the transactions contemplated by this Agreement on the Closing
Date.

                  K.       MATTERS RELATING TO EXISTING INDEBTEDNESS OF COMPANY
AND ITS SUBSIDIARIES.

                  (i)      Termination of Existing Credit Agreements and Related
         Liens; Existing Letters of Credit. On the Closing Date, Company and its
         Subsidiaries shall have (a) repaid in full all Indebtedness outstanding
         under the Existing Credit Agreement, (b) terminated any commitments to
         lend or make other extensions of credit thereunder, (c) delivered to
         Administrative Agent all documents or instruments necessary to release
         all Liens securing Indebtedness or other obligations of Company and its
         Subsidiaries thereunder, and (d) made arrangements satisfactory to
         Administrative Agent with respect to the cancellation of any letters of
         credit outstanding thereunder or the issuance of new letters of credit
         to support the obligations of Company and its Subsidiaries with respect
         thereto.

                  (ii)     Existing Indebtedness to Remain Outstanding.
         Administrative Agent shall have received an Officer's Certificate of
         Company stating that, after giving effect to the transactions described
         in this subsection 4.1K, the Indebtedness of Loan Parties (other than
         Indebtedness under the Loan Documents) shall consist of Indebtedness in
         an aggregate amount not to exceed $11.2 million in respect of Capital
         Leases described on Schedule 7.1 annexed hereto. The terms and
         conditions of all such Indebtedness shall be in form and in substance
         satisfactory to Administrative Agent.

                  L.       SECURITY INTERESTS. None of the Real Property Assets
of any Loan Party owned or leased on the Closing Date constitutes Collateral. No
mortgages or fixture filings will be recorded as of the Closing Date.
Administrative Agent shall have received evidence satisfactory to it that Loan
Parties shall have taken or caused to be taken all such actions, executed and
delivered or caused to be executed and delivered all such agreements, documents
and instruments, and made or caused to be made all such filings and recordings
(other than the filing or recording of items described in clauses (ii) and (iii)
below) that may be necessary or, in

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<PAGE>

the opinion of Administrative Agent, desirable in order to create in favor of
Administrative Agent, for the benefit of Lenders, a valid and (upon such filing
and recording) First Priority security interest in the entire personal property
Collateral. Such actions shall include the following:

                  (i)      Stock Certificates and Instruments. Delivery to
         Administrative Agent of (a) certificates (which certificates shall be
         accompanied by irrevocable undated stock powers, duly endorsed in blank
         and otherwise reasonably satisfactory in form and substance to
         Administrative Agent) representing all Capital Stock pledged pursuant
         to the Security Agreement and (b) all promissory notes or other
         instruments (duly endorsed, where appropriate, in a manner satisfactory
         to Administrative Agent) evidencing any Collateral;

                  (ii)     Lien Searches and UCC Termination Statements.
         Delivery to Administrative Agent of (a) the results of a recent search,
         by a Person reasonably satisfactory to Administrative Agent, of all
         effective UCC financing statements filings and all judgment and tax
         lien filings which may have been made with respect to any personal
         property of any Loan Party, together with copies of all such filings
         disclosed by such search, and (b) UCC termination statements duly
         executed by all applicable Persons for filing in all applicable
         jurisdictions as may be necessary to terminate any effective UCC
         financing statements or fixture filings disclosed in such search (other
         than any such financing statements or fixture filings in respect of
         Liens permitted to remain outstanding pursuant to the terms of this
         Agreement);

                  (iii)    UCC Financing Statements. Delivery to Administrative
         Agent of UCC financing statements, duly executed by each Loan Party (if
         required) with respect to all personal property Collateral, for filing
         in all jurisdictions as may be necessary or, in the opinion of
         Administrative Agent, desirable to perfect the security interests
         created in such Collateral pursuant to the Collateral Documents; and

                  (iv)     Control Agreements. Delivery to Administrative Agent
         of Control Agreements in order to perfect Liens in respect of Deposit
         Accounts, Securities Accounts and other Collateral pursuant to the
         Collateral Documents.

                  M.       COMPLETION OF PROCEEDINGS. All corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel
shall be satisfactory in form and substance to Administrative Agent and such
counsel, and Administrative Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent may reasonably request.

         4.2      CONDITIONS TO ALL LOANS.

         The obligations of Lenders to make Loans on each Funding Date are
subject to the following further conditions precedent:

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                  A.       Administrative Agent shall have received before that
Funding Date, in accordance with the provisions of subsection 2.1B, an
originally executed Notice of Borrowing, in each case signed by a duly
authorized Officer of Company.

                  B.       As of that Funding Date:

                  (i)      The representations and warranties contained herein
         and in the other Loan Documents shall be true, correct and complete in
         all material respects on and as of that Funding Date to the same extent
         as though made on and as of that date, except to the extent such
         representations and warranties specifically relate to an earlier date,
         in which case such representations and warranties shall have been true,
         correct and complete in all material respects on and as of such earlier
         date; provided, that where a representation and warranty is already
         qualified as to materiality, such materiality qualifier shall be
         disregarded for purposes of this condition.

                  (ii)     No event shall have occurred and be continuing or
         would result from the consummation of the borrowing contemplated by
         such Notice of Borrowing that would constitute an Event of Default;

                  (iii)    Each Loan Party shall have performed in all material
         respects all agreements and satisfied all conditions which this
         Agreement provides shall be performed or satisfied by it on or before
         that Funding Date;

                  (iv)     No order, judgment or decree of any arbitrator or
         Government Entity shall purport to enjoin or restrain any Lender from
         making the Loans to be made by it on that Funding Date; and

                  (v)      Company shall have delivered such other certificates
         or documents that Administrative Agent shall reasonably request, in
         form and substance satisfactory to Administrative Agent.

         4.3      CONDITIONS TO LETTERS OF CREDIT.

         The issuance of any Letter of Credit hereunder (whether or not the
applicable Issuing Lender is obligated to issue such Letter of Credit) is
subject to the following conditions precedent:

                  A.       On or before the date of issuance of the initial
Letter of Credit pursuant to this Agreement, the initial Loans shall have been
made.

                  B.       On or before the date of issuance of such Letter of
Credit, Administrative Agent shall have received, in accordance with the
provisions of subsection 3.1B(i), an originally executed Request for Issuance
(or a facsimile copy thereof) in each case signed by a duly authorized Officer
of Company, together with all other information specified in subsection 3.1B(i)
and such other documents or information as the applicable Issuing Lender may
reasonably require in connection with the issuance of such Letter of Credit.

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<PAGE>

                  C.       On the date of issuance of such Letter of Credit, all
conditions precedent described in subsection 4.2B shall be satisfied to the same
extent as if the issuance of such Letter of Credit were the making of a Loan and
the date of issuance of such Letter of Credit were a Funding Date.

SECTION 5.        COMPANY'S REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders to enter into this Agreement and to make the
Loans, to induce Issuing Lenders to issue Letters of Credit and to induce
Revolving Lenders to purchase participations therein, Company represents and
warrants to each Lender, on the date of this Agreement, on each Funding Date and
on the date of issuance of each Letter of Credit, that the following statements
are true, correct and complete:

         5.1      ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS
                  AND SUBSIDIARIES.

                  A.       ORGANIZATION AND POWERS. Each of the Loan Parties and
the Principal Subsidiaries is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization as specified
in Schedule 5.1 annexed hereto. Each of the Loan Parties and the Principal
Subsidiaries has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Loan Documents and the Settlement Agreement to
which it is a party and to carry out the transactions contemplated thereby.

                  B.       QUALIFICATION AND GOOD STANDING. Each of the Loan
Parties and the Principal Subsidiaries is qualified to do business and in good
standing in every jurisdiction where its assets are located and wherever
necessary to carry out its business and operations, except in jurisdictions
where the failure to be so qualified or to be in good standing has not had and
could not reasonably be expected to result in a Material Adverse Effect either
individually or in the aggregate.

                  C.       CONDUCT OF BUSINESS. Company and its Subsidiaries are
engaged only in the businesses permitted to be engaged in pursuant to subsection
7.11.

                  D.       SUBSIDIARIES. All of the Subsidiaries of Company and
their jurisdictions of organization are identified in Schedule 5.1 annexed
hereto, as said Schedule 5.1 may be supplemented from time to time pursuant to
the provisions of subsection 6.1(xiv). Schedule 5.1 identifies which
Subsidiaries of Company are Regulated Subsidiaries, Principal Subsidiaries and
Significant Subsidiaries and which Subsidiaries of Company are Loan Parties
hereunder. In the judgment of Company any Significant Subsidiary of Company
which is not identified as a Loan Party in Schedule 5.1 would not be permitted
by applicable Healthcare Regulators or regulatory restrictions to execute and
deliver the Subsidiary Guaranty and/or any Collateral Documents with respect to
the Obligations. The Capital Stock of each of the Subsidiaries of Company
identified in Schedule 5.1 annexed hereto (as so supplemented) is duly
authorized, validly issued, fully paid and nonassessable and none of such
Capital Stock constitutes Margin Stock. Each of the Subsidiaries of Company
identified in Schedule 5.1 annexed hereto (as so supplemented) is a

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corporation, partnership, trust or limited liability company duly organized,
validly existing and in good standing under the laws of its respective
jurisdiction of organization set forth therein, has all requisite power and
authority to own and operate its properties and to carry on its business as now
conducted and as proposed to be conducted, and is qualified to do business and
in good standing in every jurisdiction where its assets are located and wherever
necessary to carry out its business and operations, in each case except where
failure to be so qualified or in good standing or a lack of such power and
authority has not had and could not reasonably be expected to result in a
Material Adverse Effect either individually or in the aggregate. Schedule 5.1
annexed hereto (as so supplemented) correctly sets forth, as of the Closing
Date, the ownership interest of Company and each of its Subsidiaries in each of
the Subsidiaries of Company identified therein.

         5.2      AUTHORIZATION OF BORROWING, ETC.

                  A.       AUTHORIZATION OF BORROWING. The execution, delivery
and performance of the Loan Documents and the Settlement Agreement have been
duly authorized by all necessary action on the part of each Loan Party that is a
party thereto.

                  B.       NO CONFLICT. The execution, delivery and performance
by Loan Parties of the Loan Documents and the Settlement Agreement to which they
are parties and the consummation of the transactions contemplated by the Loan
Documents do not and will not (i) violate any provision of any law or any
governmental rule or regulation, including without limitation any Healthcare
Regulation, applicable to a Loan Party or any of the Principal Subsidiaries, the
Organizational Documents of Company or any of its Subsidiaries or any order,
judgment or decree of any court or other Government Entity binding on a Loan
Party or any of the Principal Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of a Loan Party or any of the Principal
Subsidiaries, (iii) result in or require the creation or imposition of any Lien
upon any of the properties or assets of a Loan Party or any of the Principal
Subsidiaries (other than any Liens created under any of the Loan Documents in
favor of Administrative Agent on behalf of Lenders), or (iv) require any
approval of stockholders or any approval or consent of any Healthcare Regulator
or other Government Entity or any Person under any Contractual Obligation of a
Loan Party or any of the Principal Subsidiaries, except for such approvals or
consents which will be obtained on or before the Closing Date and disclosed in
writing to Lenders and except, in each case, to the extent such violation,
conflict, Lien or failure to obtain such approval or consent could not
reasonably be expected to result in a Material Adverse Effect.

                  C.       GOVERNMENTAL CONSENTS. The execution and delivery by
Loan Parties of the Loan Documents and the Settlement Agreement to which they
are parties and the consummation of the transactions contemplated thereby on the
Closing Date and the repayment of the Loans do not and will not require any
Governmental Authorization (other than the Settlement Agreement).

                  D.       BINDING OBLIGATION. Each of the Loan Documents and
the Settlement Agreement has been duly executed and delivered by each Loan Party
that is a party thereto and is the legally valid and binding obligation of such
Loan Party, enforceable against such Loan Party in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency,

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reorganization, moratorium, fraudulent transfer or similar laws relating to or
limiting creditors' rights generally or by general equitable principles.

                  E.       FOREIGN ASSET CONTROL REGULATIONS, ETC. Neither the
making of the Loans to Loan Parties hereunder nor its use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended, or any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto. Without limiting the foregoing, neither Company nor any
of its Subsidiaries or its Affiliates (a) is or will become a Person whose
property or interests in property are blocked pursuant to Section 1 of Executive
Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg.
49079 (2001)) or (b) engages or will engage in any dealings or transactions, or
be otherwise associated, with any such Person. Company and its Subsidiaries and
its Affiliates are in compliance, in all material respects, with the Patriot
Act. No part of the proceeds from the making of the Loans hereunder will be
used, directly or indirectly, for any payments to any governmental official or
employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended.

         5.3      FINANCIAL CONDITION.

         Company has heretofore delivered to Lenders, at Lenders' request, the
financial statements (including pro forma financial statements) and information
for the period ended December 31, 2002. All such statements other than pro forma
financial statements were prepared in conformity with GAAP and fairly present,
in all material respects, the financial position (on a consolidated basis) of
the entities described in such financial statements as at the respective dates
thereof and the results of operations and cash flows (on a consolidated basis)
of the entities described therein for each of the periods then ended, subject,
in the case of any such unaudited financial statements, to changes resulting
from audit and normal year-end adjustments. None of Company and its Subsidiaries
has (and will not have following the funding of the initial Loans) any
Contingent Obligation, contingent liability or liability for taxes, long-term
lease or unusual forward or long-term commitment that, as of the Closing Date,
is not reflected in the foregoing financial statements or the notes thereto and,
as of any Funding Date subsequent to the Closing Date, is not reflected in the
most recent financial statements delivered to Lenders pursuant to subsection 6.1
or the notes thereto and that, in any such case, is material in relation to the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Company or any of its Subsidiaries.

         5.4      NO MATERIAL ADVERSE CHANGE.

         Since December 31, 2002, except as disclosed in any document filed with
the Securities and Exchange Commission prior to the date hereof, no event or
change has occurred that has resulted in or evidences, either in any case or in
the aggregate, a Material Adverse Effect.

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         5.5      TITLE TO PROPERTIES; LIENS; REAL PROPERTY; INTELLECTUAL
                  PROPERTY; HEALTHCARE AUTHORIZATIONS.

                  A.       TITLE TO PROPERTIES; LIENS. Company and its
Subsidiaries have (i) good and marketable title to (in the case of fee interests
in real property), (ii) valid leasehold interests in (in the case of leasehold
interests in real or personal property), or (iii) good title to (in the case of
all other personal property), all of their respective properties and assets
reflected in the financial statements referred to in subsection 5.3 or in the
most recent financial statements delivered pursuant to subsection 6.1, in each
case except for assets disposed of since the date of such financial statements
in the ordinary course of business or as otherwise permitted under subsection
7.7 and except for minor defects in title that do not interfere with the
obligations of any Loan Party or any Principal Subsidiary to conduct its
business as now conducted. Except as permitted by this Agreement, all such
properties and assets are free and clear of Liens.

                  B.       REAL PROPERTY. As of the Closing Date, Schedule 5.5B
annexed hereto contains a true, accurate and complete list of (i) all fee
interests in any Real Property Assets and (ii) all material leases, subleases or
assignments of leases (together with all amendments, modifications, supplements,
renewals or extensions of any thereof) affecting each Real Property Asset,
regardless of whether Company or one of its Subsidiaries is the landlord or
tenant (whether directly or as an assignee or successor in interest) under such
lease, sublease or assignment. Except as specified in Schedule 5.5B annexed
hereto, each agreement listed in clause (ii) of the immediately preceding
sentence is in full force and effect and Company does not have knowledge of any
default that has occurred and is continuing thereunder, and each such agreement
constitutes the legally valid and binding obligation of each applicable
Subsidiary of Company, enforceable against such Subsidiary in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or similar laws relating to or
limiting creditors' rights generally or by equitable principles.

                  C.       INTELLECTUAL PROPERTY. As of the Closing Date,
Company and its Subsidiaries own, or have the right to use, all Intellectual
Property used in the conduct of its business, except where the failure to own or
have such right to use in the aggregate could not reasonably be expected to
result in a Material Adverse Effect. No claim has been asserted other than as
set forth in Schedule 5.5C and is pending by any Person challenging or
questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor does Company know of any
valid basis for any such claim except for such claims that in the aggregate
could not reasonably be expected to result in a Material Adverse Effect. The use
of such Intellectual Property by Company and its Subsidiaries does not infringe
on the rights of any Person, except for such claims and infringements that, in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. All material federal and state and all foreign registrations of and
applications for Intellectual Property, and all unregistered Intellectual
Property, that are owned or licensed by Company or any of its Subsidiaries on
the Closing Date are described on Schedule 5.5C annexed hereto.

                  D.       HEALTHCARE AUTHORIZATIONS. Company and its
Subsidiaries have all Healthcare Authorizations and other Governmental
Authorizations necessary or advisable in

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connection with the continued operation of the businesses conducted by Company
and its Subsidiaries on the Closing Date and are in compliance with the terms
and conditions thereof, except where noncompliance could not reasonably be
expected to have a Material Adverse Effect.

         5.6      LITIGATION; ADVERSE FACTS.

         Except as set forth in Schedule 5.6 annexed hereto, there are no
Proceedings (whether or not purportedly on behalf of Company or any of its
Subsidiaries) at law or in equity, or before or by any court or other Government
Entity (including any Environmental Claims) or pursuant to any Healthcare
Regulations that are pending or, to the knowledge of Company, threatened against
or affecting Company or any of its Subsidiaries or any property of Company or
any of its Subsidiaries and there have occurred no adverse developments in any
Proceedings, whether or not listed on Schedule 5.6, that, in either case, if
determined adversely to the interest of Company or its Subsidiaries,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither Company nor any of its Subsidiaries (i) is in
violation of any applicable laws (including Healthcare Regulations and
Environmental Laws) which violation, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect, or (ii) is
subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or other Government
Entity, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect.

         5.7      PAYMENT OF TAXES.

         Except to the extent permitted by subsection 6.3, all tax returns and
reports of Company and its Subsidiaries required to be filed by any of them have
been timely filed, and all taxes shown on such tax returns to be due and payable
and all assessments, fees and other governmental charges upon Company and its
Subsidiaries and upon their respective properties, assets, income, businesses
and franchises that are due and payable have been paid when due and payable.
Company knows of no proposed tax assessment against Company or any of its
Subsidiaries that is not being actively contested by Company or such Subsidiary
in good faith and by appropriate proceedings; provided that such reserves or
other appropriate provisions, if any, as shall be required in conformity with
GAAP shall have been made or provided therefor.

         5.8      PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS;
                  MATERIAL CONTRACTS.

                  A.       Neither any Loan Party nor any Principal Subsidiary
is in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions under any Healthcare Regulation or
Government Reimbursement Program or contained in any of its Contractual
Obligations, and no condition exists that, with the giving of notice or the
lapse of time or both, would constitute such a default, except where the
consequences, direct or indirect, of such default or defaults, if any, could not
reasonably be expected to result in a Material Adverse Effect.

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                  B.       Neither any Loan Party nor any Principal Subsidiary
is a party to or is otherwise subject to any agreements or instruments or any
charter or other internal restrictions which, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect.

                  C.       All Material Contracts listed on Schedule 5.8 are in
full force and effect and no material defaults currently exist thereunder.

         5.9      GOVERNMENTAL REGULATION.

         Neither Company nor any of its Subsidiaries is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur
Indebtedness (other than, with respect to Regulated Subsidiaries, applicable
Healthcare Regulations) or which may otherwise render all or any portion of the
Obligations unenforceable.

         5.10     SECURITIES ACTIVITIES.

                  A.       Neither Company nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock.

                  B.       Following application of the proceeds of each Loan,
not more than 25% of the value of the assets (either of Company only or of
Company and its Subsidiaries on a consolidated basis) subject to the provisions
of subsection 7.2 or 7.7 or subject to any restriction contained in any
agreement or instrument, between Company and any Lender or any Affiliate of any
Lender, relating to Indebtedness and within the scope of subsection 8.2, will be
Margin Stock.

         5.11     EMPLOYEE BENEFIT PLANS.

                  A.       Company, each of its Subsidiaries and each of their
respective ERISA Affiliates are in compliance with all applicable provisions and
requirements of ERISA and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and have performed all
their obligations under each Employee Benefit Plan. Each Employee Benefit Plan
that is intended to qualify under Section 401(a) of the Internal Revenue Code is
so qualified.

                  B.       No ERISA Event has occurred or is reasonably expected

to occur.

                  C.       Except to the extent required under Section 4980B of
the Internal Revenue Code or except as set forth in Schedule 5.11 annexed
hereto, no Employee Benefit Plan provides health or welfare benefits (through
the purchase of insurance or otherwise) for any retired or former employee of
Company, any of its Subsidiaries or any of their respective ERISA Affiliates.

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                  D.       As of the most recent valuation date for any Pension
Plan, the amount of unfunded benefit liabilities (as defined in Section
4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans
(excluding for purposes of such computation any Pension Plans with respect to
which assets exceed benefit liabilities), does not exceed $1,000,000.

                  E.       None of Company and its Subsidiaries contributes, or
has ever contributed, to a Multiemployer Plan.

         5.12     CERTAIN FEES.

         Except as required by this Agreement and any agreement referenced in
subsection 2.3B, no broker's or finder's fee or commission will be payable with
respect to this Agreement or any of the transactions contemplated hereby, and
Company hereby indemnifies Lenders against, and agrees that it will hold Lenders
harmless from, any claim, demand or liability for any such broker's or finder's
fees alleged to have been incurred in connection herewith or therewith and any
expenses (including reasonable fees, expenses and disbursements of counsel)
arising in connection with any such claim, demand or liability.

         5.13     ENVIRONMENTAL PROTECTION.

         Except as set forth in Schedule 5.13 annexed hereto:

                  (i)      neither Company nor any of its Subsidiaries nor any
         of their respective Facilities or operations are subject to any
         outstanding written order, consent decree or settlement agreement with
         any Person relating to (a) any Environmental Law, (b) any Environmental
         Claim, or (c) any Hazardous Materials Activity that, individually or in
         the aggregate, could reasonably be expected to result in a Material
         Adverse Effect;

                  (ii)     neither Company nor any of its Subsidiaries has
         received any letter or request for information under Section 104 of the
         Comprehensive Environmental Response, Compensation, and Liability Act
         (42 U.S.C. Section 9604) or any comparable state law;

                  (iii)    there are and, to Company's knowledge, have been no
         conditions, occurrences, or Hazardous Materials Activities that could
         reasonably be expected to form the basis of an Environmental Claim
         against Company or any of its Subsidiaries that, individually or in the
         aggregate, could reasonably be expected to result in a Material Adverse
         Effect; and

                  (iv)     compliance with all current or reasonably foreseeable
         future requirements pursuant to or under Environmental Laws would not,
         individually or in the aggregate, be reasonably expected to result in a
         Material Adverse Effect.

         Notwithstanding anything in this subsection 5.13 to the contrary, no
event or condition has occurred or is occurring with respect to the past or
present activities of Company or any of its Subsidiaries relating to any
Environmental Law, any Release of Hazardous Materials, or any

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Hazardous Materials Activity, including any matter disclosed on Schedule 5.13,
which individually or in the aggregate has had or could reasonably be expected
to have a Material Adverse Effect.

         5.14     EMPLOYEE MATTERS.

         There is no strike or work stoppage in existence or threatened
involving Company or any of its Subsidiaries that could reasonably be expected
to result in a Material Adverse Effect.

         5.15     SOLVENCY.

         Each Loan Party is and, upon the incurrence of any Obligations by such
Loan Party on any date on which this representation is made, will be, Solvent.

         5.16     MATTERS RELATING TO COLLATERAL.

                  A.       CREATION, PERFECTION AND PRIORITY OF LIENS. The
execution and delivery of the Collateral Documents by the Loan Parties, together
with (i) the actions taken on or prior to the date hereof pursuant to
subsections 4.1L and 6.8 and (ii) the delivery to Administrative Agent of any
Pledged Collateral not delivered to Administrative Agent at the time of
execution and delivery of the applicable Collateral Document (all of which
Pledged Collateral has been so delivered) are effective to create in favor of
Administrative Agent for the benefit of Lenders, as security for the respective
Secured Obligations (as defined in the applicable Collateral Document in respect
of any Collateral), a valid First Priority Lien on all of the Collateral, and
all filings and other actions necessary or desirable to perfect and maintain the
perfection and First Priority status of such Liens have been duly made or taken
and remain in full force and effect, other than the filing of any UCC financing
statements delivered to Administrative Agent for filing (but not yet filed) and
the periodic filing of UCC continuation statements in respect of UCC financing
statements filed by or on behalf of Administrative Agent.

                  B.       GOVERNMENTAL AUTHORIZATIONS. No authorization,
approval or other action by, and no notice to or filing with, any Government
Entity is required for either (i) the pledge or grant by any Loan Party of the
Liens purported to be created in favor of Administrative Agent pursuant to any
of the Collateral Documents or (ii) the exercise by Administrative Agent of any
rights or remedies in respect of any Collateral (whether specifically granted or
created pursuant to any of the Collateral Documents or created or provided for
by applicable law), except for filings or recordings contemplated by subsection
5.16A and except as may be required, in connection with the disposition of any
Pledged Collateral, by laws generally affecting the offering and sale of
securities and except for such authorizations, approvals, notices, filings or
other actions as may be required under any Healthcare Regulations in connection
with the pledge of the shares of Regulated Subsidiaries, all of which
authorizations, approvals, notices, filings or other actions have been made or
obtained or will be made or obtained as soon as practicable after the Closing
Date, but in any event within ten Business Days thereafter, or in connection
with the exercise by Administrative Agent of any rights or remedies in respect
of any Collateral.

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                  C.       ABSENCE OF THIRD-PARTY FILINGS. Except such as may
have been filed in favor of Administrative Agent as contemplated by subsection
5.16A and to evidence permitted lease obligations and other Liens permitted
pursuant to subsection 7.2, (i) no effective UCC financing statement, fixture
filing or other instrument similar in effect covering all or any part of the
Collateral is on file in any filing or recording office, other than financing
statements that are being terminated or assigned to Administrative Agent for
benefit of Lenders substantially concurrently with the Closing Date, and (ii) no
effective filing covering all or any part of the IP Collateral is on file in the
PTO or in the U.S. Copyright Office.

                  D.       REGULATIONS. The pledge of the Pledged Collateral
pursuant to the Collateral Documents does not violate Regulation T, U or X of
the Board of Governors of the Federal Reserve System or the terms or conditions
of any Healthcare Authorization or Healthcare Regulation.

                  E.       INFORMATION REGARDING COLLATERAL. All information
supplied to Administrative Agent by or on behalf of any Loan Party with respect
to any of the Collateral (in each case taken as a whole with respect to any
particular Collateral) is accurate and complete in all material respects.

         5.17     DISCLOSURE.

         No representation or warranty of Company or any of its Subsidiaries
contained in the Confidential Information Memorandum or in any Loan Document or
the Settlement Agreement or in any other document, certificate or written
statement furnished to Lenders by or on behalf of Company or any of its
Subsidiaries for use in connection with the transactions contemplated by this
Agreement contains any untrue statement of a material fact or omits to state a
material fact (known to Company, in the case of any document not furnished by
it) necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were made. Any
projections and pro forma financial information contained in such materials are
based upon good faith estimates and assumptions believed by Company to be
reasonable at the time made, it being recognized by Lenders that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results. There are no facts known (or which should upon the
reasonable exercise of diligence be known) to Company (other than matters of a
general economic nature) that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect and that have not
been disclosed herein or in such other documents, certificates and statements
furnished to Lenders for use in connection with the transactions contemplated
hereby.

         5.18     FRAUD AND ABUSE.

         Neither Company nor any of its Subsidiaries, nor any of their
respective officers or directors has, on behalf of Company or any of its
Subsidiaries, knowingly or willfully violated any Healthcare Regulation,
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 or for use in determining rights to
any benefit or

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payment under a Government Reimbursement Program; (ii) 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 secure such benefit or payment fraudulently; (iii)
knowingly and willfully soliciting or receiving any remuneration (including any
kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash
or in kind or offering to pay such remuneration (a) in return for referring an
individual to a Person for the furnishing or arranging for the furnishing of any
item or service for which payment may be made in whole or in part by any
Government Reimbursement Program, or (b) in return for purchasing, leasing or
ordering or arranging for or recommending the purchasing, leasing or order in of
any good, facility, service or item for which payment may be made in whole or in
part by any Government Reimbursement Program that, in any case, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect.

         5.19     REIMBURSEMENT.

         With respect to Government Reimbursement Programs, (i) no notice of any
offsets against future reimbursement has been received by Company, nor to the
knowledge of Company, is there any reasonable basis therefor, except with
respect to offsets in the ordinary course of business that could not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, (ii) there are no pending appeals, adjustments, challenges,
audits, litigation, notices of intent to reopen or open completed payments,
except such adjustments made in the ordinary course of business that could not,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect, and (iii) Company has received no notice of pending, threatened
or possible suspension, exclusion, decertification or other loss of
participation that could, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.

         5.20     SUBORDINATED INDEBTEDNESS.

         The Obligations constitute senior Indebtedness that is entitled to the
benefits of the subordination provisions, if any, of all Subordinated
Indebtedness of Company and its Subsidiaries.

         5.21     TAX SHELTER REGULATIONS.

         Company does not intend to treat the Loans and/or Letters of Credit and
related transactions as being a "reportable transaction" (within the meaning of
Treasury Regulation Section 1.6011-4). In the event Company determines to take
any action inconsistent with such intention, it will promptly notify
Administrative Agent thereof. Accordingly, if Company so notifies Administrative
Agent, Company acknowledges that one or more Lenders may treat their Commitments
and/or their interest in Swing Line Loans and/or Letters of Credit as part of a
transaction that is subject to Treasury Regulation Section 301.6112-1, and such
Lender or Lenders, as applicable, will maintain the lists and other records
required by such Treasury Regulation.

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SECTION 6.        COMPANY'S AFFIRMATIVE COVENANTS

         Company covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations and the cancellation or expiration of all Letters of
Credit, unless Requisite Lenders shall otherwise give prior written consent,
Company shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 6.

         6.1      FINANCIAL STATEMENTS AND OTHER REPORTS.

         Company will maintain, and cause each of the Subsidiary Guarantors and
Principal Subsidiaries to maintain, a system of accounting established and
administered in accordance with sound business practices to permit preparation
of financial statements in conformity with GAAP. Company will deliver to
Administrative Agent and Lenders:

                  (i)      Operating Information: as soon as available, and in
         any event within 45 days after the end of each period specified (unless
         otherwise specified), a report or reports showing, for such period (a)
         risk-based capital of each Regulated Subsidiary at the end of each
         Fiscal Year (to be provided with 90 days after the end of each Fiscal
         Year), (b) statutory net worth of each Regulated Subsidiary at the end
         of each Fiscal Quarter (to be provided within 45 days of the end of
         each of the first three Fiscal Quarters and 90 days after the end of
         the fourth Fiscal Quarter of each Fiscal Year), (c) dividends requested
         and received from each Regulated Subsidiary during each Fiscal Quarter,
         (d) the number of members as of the end of each Fiscal Quarter by state
         and Product and (e) the following information for Company and its
         Subsidiaries on a consolidated and quarterly basis: (1) medical loss
         ratio, (2) administrative loss ratio, (3) premium revenue on a per
         member per month basis, (4) medical expenses on a per member per month
         basis, (5) administrative expense on a per member per month basis and
         (6) the number of fully insured member months.

                  (ii)     Quarterly Financials: as soon as available and in any
         event within 45 days after the end of each of the first three Fiscal
         Quarters of each Fiscal Year, (a) the consolidated balance sheets of
         Company and its Subsidiaries as at the end of such fiscal period and
         the related consolidated statements of operations, shareholders' equity
         and cash flows of Company and its Subsidiaries for such fiscal period
         and for the period from the beginning of the then current Fiscal Year
         to the end of such fiscal period and the balance sheet of Company only
         as at the end of such fiscal period, setting forth in each case in
         comparative form the corresponding figures for the corresponding
         periods of the previous Fiscal Year, all in reasonable detail, subject
         to changes resulting from audit and normal year-end adjustments (which
         requirement may be satisfied, to the extent such report contains the
         information specified, by the delivery of Company's Quarterly Report on
         Form 10-Q, as filed with the Securities and Exchange Commission, by the
         time specified), and (b) a certificate of the chief financial officer
         of Company that such financial statements fairly present, in all
         material respects, the financial condition of Company and its
         Subsidiaries and of Company only as at the dates indicated and the

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         results of operations and cash flows for the periods indicated, subject
         to changes resulting from audit and normal year-end adjustments;

                  (iii)    Year-End Financials: as soon as available and in any
         event within 90 days after the end of each Fiscal Year, (a) the
         consolidated balance sheets of Company and its Subsidiaries as at the
         end of such Fiscal Year and the related consolidated statements of
         operations, shareholders' equity and cash flows of Company and its
         Subsidiaries for such Fiscal Year and the balance sheet of Company only
         as at the end of such Fiscal Year and cash flows of Company only for
         such Fiscal Year, setting forth in each case in comparative form the
         corresponding figures for the previous Fiscal Year, all in reasonable
         detail (which requirement may be satisfied, to the extent such report
         contains the information specified, by the delivery of Company's Annual
         Report on Form 10-K, as filed with the Securities and Exchange
         Commission, by the time specified), (b) a certificate of the chief
         financial officer of Company that such financial statements fairly
         present, in all material respects, the financial condition of Company
         and its Subsidiaries and of Company only as at the dates indicated and
         the results of operations and cash flows for the periods indicated, and
         (c) in the case of such consolidated financial statements, a report
         thereon of Ernst & Young LLP or other independent certified public
         accountants of recognized national standing selected by Company and
         satisfactory to Administrative Agent, which report shall be
         unqualified, shall express no doubts about the ability of Company and
         its Subsidiaries to continue as a going concern, and shall state that
         such consolidated financial statements fairly present, in all material
         respects, the consolidated financial position of Company and its
         Subsidiaries as at the dates indicated and the results of their
         operations and their cash flows for the periods indicated in conformity
         with GAAP applied on a basis consistent with prior years (except as
         otherwise disclosed in such financial statements) and that the
         examination by such accountants in connection with such consolidated
         financial statements has been made in accordance with generally
         accepted auditing standards;

                  (iv)     Compliance Certificate: together with each delivery
         of quarterly and annual consolidated financial statements of Company
         and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a)
         an Officer's Certificate of Company stating that the signers have
         reviewed the terms of this Agreement and have made, or caused to be
         made under their supervision, a review in reasonable detail of the
         transactions and condition of Company and its Subsidiaries during the
         accounting period covered by such financial statements and that such
         review has not disclosed the existence during or at the end of such
         accounting period, and that the signers do not have knowledge of the
         existence as at the date of such Officer's Certificate, of any
         condition or event that constitutes an Event of Default or Potential
         Event of Default, or, if any such condition or event existed or exists,
         specifying the nature and period of existence thereof and what action
         Company has taken, is taking and proposes to take with respect thereto;
         and (b) a Compliance Certificate demonstrating in reasonable detail
         compliance during and at the end of the applicable accounting periods
         with the restrictions contained in Section 7, in each case to the
         extent compliance with such restrictions is required to be tested at
         the end of the applicable accounting period;

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                  (v)      Reconciliation Statements: if, as a result of any
         change in accounting principles and policies from those used in the
         preparation of the audited financial statements referred to in
         subsection 5.3, the consolidated financial statements of Company and
         its Subsidiaries delivered pursuant to subdivisions (ii), (iii) or
         (xii) of this subsection 6.1 will differ in any material respect from
         the consolidated financial statements that would have been delivered
         pursuant to such subdivisions had no such change in accounting
         principles and policies been made, then (a) together with the first
         delivery of financial statements pursuant to subdivision (ii), (iii) or
         (xii) of this subsection 6.1 following such change, consolidated
         financial statements of Company and its Subsidiaries for (y) the
         current Fiscal Year to the effective date of such change and (z) the
         two full Fiscal Years immediately preceding the Fiscal Year in which
         such change is made, in each case prepared on a pro forma basis as if
         such change had been in effect during such periods, and (b) together
         with each delivery of financial statements pursuant to subdivision
         (ii), (iii) or (xii) of this subsection 6.1 following such change, if
         required pursuant to subsection 1.2, a written statement of the chief
         accounting officer or chief financial officer of Company setting forth
         the differences (including any differences that would affect any
         calculations relating to the financial covenants set forth in
         subsection 7.6) which would have resulted if such financial statements
         had been prepared without giving effect to such change;

                  (vi)     Accountants' Certification: together with each
         delivery of consolidated financial statements of Company and its
         Subsidiaries pursuant to subdivision (iii) above, a written statement
         by the independent certified public accountants giving the report
         thereon (a) stating that their audit examination has included a review
         of the terms of this Agreement and the other Loan Documents as they
         relate to accounting matters, (b) stating whether, in connection with
         their audit examination, any condition or event that constitutes an
         Event of Default or Potential Event of Default has come to their
         attention and, if such a condition or event has come to their
         attention, specifying the nature and period of existence thereof;
         provided that such accountants shall not be liable by reason of any
         failure to obtain knowledge of any such Event of Default or Potential
         Event of Default that would not be disclosed in the course of their
         audit examination, and (c) stating that based on their audit
         examination nothing has come to their attention that causes them to
         believe either or both that the information contained in the
         certificates delivered therewith pursuant to subdivision (iv) above is
         not correct or that the matters set forth in the Compliance
         Certificates delivered therewith pursuant to clause (b) of subdivision
         (iv) above for the applicable Fiscal Year are not stated in accordance
         with the terms of this Agreement;

                  (vii)    Accountants' Reports: promptly upon receipt thereof
         (unless restricted by applicable professional standards), copies of all
         reports submitted to Company by independent certified public
         accountants in connection with each annual, interim or special audit of
         the financial statements of Company and its Subsidiaries made by such
         accountants, including any comment letter submitted by such accountants
         to management in connection with their annual audit;

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                  (viii)   SEC Filings: promptly upon their becoming available,
         copies of (a) all financial statements, reports, notices and proxy
         statements sent or made available generally by Company to its security
         holders or by any Subsidiary of Company to its security holders other
         than Company or another Subsidiary of Company, and (b) all regular and
         periodic reports and all registration statements (other than on Form
         S-8 or a similar form) and prospectuses, if any, filed by Company or
         any of its Subsidiaries with any securities exchange or with the
         Securities and Exchange Commission;

                  (ix)     Litigation or Other Proceedings: (a) promptly upon
         any officer of Company obtaining knowledge of (1) the institution of,
         or non-frivolous threat of, any Proceeding against or affecting Company
         or any of its Subsidiaries or any property of Company or any of its
         Subsidiaries not previously disclosed in writing by Company to Lenders
         or (2) any material development in any Proceeding that, in any case:

                                    (x)      with respect to (a) Company's or
                           any of its Subsidiaries' qualification or right to
                           participate in any Government Reimbursement Program,
                           (b) the compliance or non-compliance by Company or
                           any of its Subsidiaries with the terms or provisions
                           of any Government Reimbursement Program or any
                           Healthcare Authorization or (C) the right of Company
                           or any of its Subsidiaries to receive or retain
                           amounts received or due or to become due from any
                           Government Reimbursement Programs, together with all
                           other such Proceedings, has a reasonable possibility
                           of giving rise to a Material Adverse Effect; or

                                    (y)      if adversely determined, has a
                           reasonable possibility after giving effect to the
                           coverage and policy limits of insurance policies
                           issued to Company and its Subsidiaries of giving rise
                           to a Material Adverse Effect; or

                                    (z)      seeks to enjoin or otherwise
                           prevent the consummation of, or to recover any
                           damages or obtain relief as a result of, the
                           transactions contemplated hereby;

         written notice thereof together with such other information as may be
         reasonably available to Company to enable Lenders and their counsel to
         evaluate such matters; and (b) together with each delivery of quarterly
         and annual consolidated financial statements of Company and its
         Subsidiaries pursuant to subdivisions (ii) and (iii) above, a schedule
         of all Proceedings involving an alleged liability of, or claims against
         or affecting, Company or any of its Subsidiaries equal to or greater
         than $10,000,000, and promptly after request by Administrative Agent
         such other information as may be reasonably requested by Administrative
         Agent to enable Administrative Agent and its counsel to evaluate any of
         such Proceedings; provided that the Company and its Subsidiaries shall
         not be obliged to provide any information if to do so would cause the
         Company or a Subsidiary to be materially disadvantaged in defending
         itself in connection with any such proceeding; and provided further
         that such requirement may be satisfied by delivery of Company's Annual
         Report on Form 10-K or its Quarterly Report on Form 10-Q, as filed

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         with the Securities and Exchange Commission, to the extent such report
         contains the information required by this clause (b);

                  (x)      ERISA Events: promptly upon becoming aware of the
         occurrence of or forthcoming occurrence of any ERISA Event, a written
         notice specifying the nature thereof, what action Company, any of its
         Subsidiaries or any of their respective ERISA Affiliates has taken, is
         taking or proposes to take with respect thereto and, when known, any
         action taken or threatened by the Internal Revenue Service, the
         Department of Labor or the PBGC with respect thereto;

                  (xi)     ERISA Notices: with reasonable promptness, copies of
         (a) all notices received by Company, any of its Subsidiaries or any of
         their respective ERISA Affiliates from a Multiemployer Plan sponsor
         concerning an ERISA Event; and (b) copies of such other documents or
         governmental reports or filings relating to any Employee Benefit Plan
         as Administrative Agent shall reasonably request;

                  (xii)    Financial Plans: as soon as practicable and in any
         event no later than 30 days after the beginning of each Fiscal Year, a
         consolidated and consolidating plan and financial forecast for such
         Fiscal Year (the "FINANCIAL PLAN" for such Fiscal Year), including (a)
         forecasted consolidated and consolidating balance sheets and forecasted
         consolidated and consolidating statements of operations and cash flows
         of Company and its Subsidiaries for such Fiscal Year, together with a
         pro forma Compliance Certificate for such Fiscal Year and an
         explanation of the assumptions on which such forecasts are based, (b)
         forecasted consolidated statements of operations and cash flows of
         Company and its Subsidiaries for each month of such Fiscal Year,
         together with an explanation of the assumptions on which such forecasts
         are based in the form previously provided to Lenders, (c) such other
         information and projections as any Lender may reasonably request;

                  (xiii)   Insurance: as soon as practicable after any material
         change in insurance coverage maintained by Company and its Subsidiaries
         notice thereof to Administrative Agent specifying the changes and
         reasons therefor;

                  (xiv)    New Subsidiaries: promptly upon any Person becoming a
         Subsidiary of Company, a written notice setting forth with respect to
         such Person (a) the date on which such Person became a Subsidiary of
         Company and (b) all of the data required to be set forth in Schedule
         5.1 annexed hereto with respect to all Subsidiaries of Company (it
         being understood that such written notice shall be deemed to supplement
         Schedule 5.1 annexed hereto for all purposes of this Agreement);

                  (xv)     Health Care Compliance: promptly upon any senior
         officer of Company obtaining knowledge of (i) any material claim,
         complaint, notice or request for information received by Company or any
         of its Subsidiaries with respect to compliance with Healthcare
         Regulations or to the delivery of healthcare services by Company or any
         of its Subsidiaries and payment therefor (excluding malpractice claims
         and routine license and certification surveys), including, but not
         limited to, any violation or alleged

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         violation of any federal, state or local statute, regulation or
         ordinance, including without limitation any Healthcare Regulation,
         relating to the delivery of medical services and payment therefor,
         including, but not limited to, the requirements set forth under federal
         Medicare statutes, 42 U.S.C. Sections 1320a-7, 1320a-7a, 1320a-7b and
         1395nn, and the regulations promulgated thereunder and related state or
         local statutes or regulations (or any successor federal or state
         statute or regulation) to the extent that any such claim, complaint,
         notice or request for information could reasonably be expected to
         result in a Material Adverse Effect or (ii) the suspension,
         termination, revocation or restriction or proposed suspension,
         termination, revocation or restriction of any material Healthcare
         Authorization by any Government Entity;

                  (xvi)    Events of Default, etc.: promptly upon any senior
         officer of Company obtaining knowledge (a) of any condition or event
         that constitutes an Event of Default or Potential Event of Default, or
         becoming aware that any Lender has given any notice (other than to
         Administrative Agent) or taken any other action with respect to a
         claimed Event of Default or Potential Event of Default, (b) that any
         Person has given any notice to Company or any of its Subsidiaries or
         taken any other action with respect to a claimed default or event or
         condition of the type referred to in subsection 8.2, or (c) of the
         occurrence of any event or change that has caused or evidences, either
         in any case or in the aggregate, a Material Adverse Effect, an
         Officer's Certificate specifying the nature and period of existence of
         such condition, event or change, or specifying the notice given or
         action taken by any such Person and the nature of such claimed Event of
         Default, Potential Event of Default, default, event or condition, and
         what action Company has taken, is taking and proposes to take with
         respect thereto;

                  (xvii)   Tax Forms: promptly after Company has notified
         Administrative Agent of any intention by Company to treat the Loans
         and/or Letters of Credit and related transactions as being a
         "reportable transaction" (within the meaning of Treasury Regulation
         Section 1.6011-4), a duly completed copy of IRS Form 8886 or any
         successor form;

                  (xviii)  Annual Statutory Statements: with reasonable
         promptness, copies of all statutory filings for material Regulated
         Subsidiaries, upon request by any Agent; and

                  (xix)    Other Information: with reasonable promptness, such
         other information and data with respect to Company or any of its
         Subsidiaries as from time to time may be reasonably requested by any
         Lender.

         6.2      EXISTENCE, ETC.

         Except as permitted under subsection 7.7, Company will, and will cause
each Subsidiary Guarantor and each Principal Subsidiary to, at all times (i)
preserve and keep in full force and effect its existence and all rights and
franchises material to its business and (ii) maintain and keep in full force and
effect its Healthcare Authorizations material to its business; provided, however
that neither Company nor any of its Subsidiaries shall be required to preserve
any such right, franchise or Healthcare Authorization if the Governing Body of
Company or such

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Subsidiary shall determine in its sole discretion that the preservation thereof
is no longer desirable in the conduct of the business of Company or such
Subsidiary, as the case may be, and that the loss thereof is not disadvantageous
in any material respect to Company, such Subsidiary or Lenders.

         6.3      PAYMENT OF TAXES AND CLAIMS; TAX.

                  A.       Company will, and will cause each of its Subsidiaries
to, pay all taxes, assessments and other governmental charges imposed upon it or
any of its properties or assets or in respect of any of its income, businesses
or franchises before any penalty accrues thereon, and all claims (including
claims for labor, services, materials and supplies) for sums that have become
due and payable and that by law have or may become a Lien upon any of its
properties or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided that no such charge or claim need be
paid if it is being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted, so long as (i) such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor and (ii) in the case of a charge or claim which
has or may become a Lien against any of the Collateral, such proceedings
conclusively operate to stay the sale of any portion of the Collateral to
satisfy such charge or claim.

                  B.       Company will not, nor will it permit any of its
Subsidiaries to, file or consent to the filing of any consolidated income tax
return with any Person (other than Company or any of its Subsidiaries).

         6.4      MAINTENANCE OF PROPERTIES; INSURANCE.

                  A.       MAINTENANCE OF PROPERTIES. Company will, and will
cause each of its Subsidiaries to, maintain or cause to be maintained in good
repair, working order and condition, ordinary wear and tear excepted, all
material properties used or useful in the business of Company and its
Subsidiaries (including all Intellectual Property) and from time to time will
make or cause to be made all appropriate repairs, renewals and replacements
thereof.

                  B.       INSURANCE. Company will maintain or cause to be
maintained, with financially sound and reputable insurers, such public liability
insurance, third party property damage insurance, business interruption or
excess expense insurance and casualty insurance with respect to liabilities,
losses or damage in respect of the assets, properties and businesses of Company
and its Subsidiaries as may customarily be carried or maintained under similar
circumstances by corporations of established reputation engaged in similar
businesses, in each case in such amounts (giving effect to self-insurance), with
such deductibles, covering such risks and otherwise on such terms and conditions
as shall be customary for corporations similarly situated in the industry. Each
such policy of insurance shall provide for at least 30 days prior written notice
to Administrative Agent of any modification or cancellation of such policy.

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         6.5      INSPECTION RIGHTS; LENDER MEETING.

                  A.       INSPECTION RIGHTS. Company shall, and shall cause
each of its Subsidiaries to, permit any authorized representatives designated by
any Lender to visit and inspect any of the properties of Company or of any of
its Subsidiaries, to inspect, copy and take extracts from its and their
financial and accounting records, and to discuss its and their affairs, finances
and accounts with its and their officers and independent public accountants
(provided that Company may, if it so chooses, be present at or participate in
any such discussion), all upon reasonable notice and at such reasonable times
during normal business hours and as often as may reasonably be requested;
provided, however, that except upon the occurrence and during the continuance of
a Potential Event of Default or Event of Default, not more than one such set of
visits and inspections may be conducted each calendar quarter.

                  B.       LENDER MEETING. Company will, upon the request of
Administrative Agent or Requisite Lenders, participate in a meeting of
Administrative Agent and Lenders once during each Fiscal Year to be held at
Company's principal offices (or at such other location as may be agreed to by
Company and Administrative Agent) at such time as may be agreed to by Company
and Administrative Agent.

         6.6      COMPLIANCE WITH LAWS, ETC.

         Company shall comply, and shall cause each of its Subsidiaries to
comply, with the requirements of all applicable laws, rules, regulations and
orders of any Government Entity (including all Healthcare Regulations and
Environmental Laws), noncompliance with which could reasonably be expected to
result in, individually or in the aggregate, a Material Adverse Effect.

         6.7      ENVIRONMENTAL MATTERS.

                  A.       ENVIRONMENTAL DISCLOSURE. Company will deliver to
Administrative Agent and Lenders:

                  (i)      Environmental Audits and Reports. As soon as
         practicable following receipt thereof, copies of all environmental
         audits, investigations, analyses and reports of any kind or character,
         whether prepared by personnel of Company or any of its Subsidiaries or
         by independent consultants, governmental authorities or any other
         Persons, with respect to significant environmental matters at any
         Facility that, individually or in the aggregate, could reasonably be
         expected to result in a Material Adverse Effect or with respect to any
         Environmental Claims that, individually or in the aggregate, could
         reasonably be expected to result in a Material Adverse Effect.

                  (ii)     Notice of Certain Releases, Remedial Actions, etc.
         Promptly upon the occurrence thereof, written notice describing in
         reasonable detail (a) any Release required to be reported to any
         federal, state or local governmental or regulatory agency under any
         applicable Environmental Laws, and (b) any remedial action taken by
         Company or any other Person in response to (1) any Hazardous Materials
         Activities the existence of which

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         could reasonably be expected to result in one or more Environmental
         Claims having, individually or in the aggregate, a Material Adverse
         Effect, or (2) any Environmental Claims that, individually or in the
         aggregate, could reasonably be expected to result in a Material Adverse
         Effect.

                  (iii)    Written Communications Regarding Environmental
         Claims, Releases, etc. As soon as practicable following the sending or
         receipt thereof by Company or any of its Subsidiaries, a copy of any
         and all written communications with respect to (a) any Environmental
         Claims that, individually or in the aggregate, could reasonably be
         expected to result in a Material Adverse Effect, (b) any Release
         required to be reported to any federal, state or local governmental or
         regulatory agency, and (c) any request for information from any
         governmental agency that suggests such agency is investigating whether
         Company or any of its Subsidiaries may be potentially responsible for
         any Hazardous Materials Activity.

                  (iv)     Notice of Certain Proposed Actions Having
         Environmental Impact. Prompt written notice describing in reasonable
         detail (a) any proposed acquisition of stock, assets, or property by
         Company or any of its Subsidiaries that could reasonably be expected to
         (1) expose Company or any of its Subsidiaries to, or result in,
         Environmental Claims that could reasonably be expected to result in,
         individually or in the aggregate, a Material Adverse Effect or (2)
         affect the ability of Company or any of its Subsidiaries to maintain in
         full force and effect all material Governmental Authorizations required
         under any Environmental Laws for their respective operations and (b)
         any proposed action to be taken by Company or any of its Subsidiaries
         to commence manufacturing or other industrial operations or to modify
         current operations in a manner that could reasonably be expected to
         subject Company or any of its Subsidiaries to any material additional
         obligations or requirements under any Environmental Laws that could
         reasonably be expected to result in, individually or in the aggregate,
         a Material Adverse Effect.

                  B.       COMPANY'S ACTIONS REGARDING HAZARDOUS MATERIALS
ACTIVITIES, ENVIRONMENTAL CLAIMS AND VIOLATIONS OF ENVIRONMENTAL LAWS.

                  (i)      Remedial Actions Relating to Hazardous Materials
         Activities. Company shall, in compliance with all applicable
         Environmental Laws, promptly undertake, and shall cause each of its
         Subsidiaries promptly to undertake, any and all investigations,
         studies, sampling, testing, abatement, cleanup, removal, remediation or
         other response actions necessary to remove, remediate, clean up or
         abate any Hazardous Materials Activity on, under or about any Facility
         that is in violation of any Environmental Laws or that presents a
         material risk of giving rise to an Environmental Claim.

                  (ii)     Actions with Respect to Environmental Claims and
         Violations of Environmental Laws. Company shall promptly take, and
         shall cause each of its Subsidiaries promptly to take, any and all
         actions necessary to (i) cure any violation of applicable Environmental
         Laws by Company or its Subsidiaries that could reasonably be expected
         to result in, individually or in the aggregate, a Material Adverse
         Effect and (ii) make an appropriate response to any Environmental Claim
         against Company or any

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         of its Subsidiaries and discharge any obligations it may have to any
         Person thereunder where failure to do so could reasonably be expected
         to result in, individually or in the aggregate, a Material Adverse
         Effect.

         6.8      EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL PROPERTY
                  COLLATERAL DOCUMENTS AFTER THE CLOSING DATE.

                  A.       EXECUTION OF SUBSIDIARY GUARANTY AND PERSONAL
PROPERTY COLLATERAL DOCUMENTS. In the event that (i) any Person becomes a direct
or indirect Subsidiary of Company that is a Significant Subsidiary after the
date hereof other than any such Subsidiary that is a Regulated Subsidiary that
in the judgment of Company would not be permitted by applicable Healthcare
Regulators to undertake the actions described below, (ii) Company or any of its
Subsidiaries transfers or causes to be transferred in one or a series of
transactions (whether or not related), any assets, businesses, divisions, real
property or equipment having an aggregate fair market value (as determined in
good faith by the Board of Directors) in excess of $2,000,000 to any Subsidiary
that is not a Subsidiary Guarantor or to any Regulated Subsidiary (other than in
connection with an Investment permitted pursuant to subsection 7.3 hereof) or
(iii) any Subsidiary of Company that is not a Subsidiary Guarantor guarantees
any Indebtedness of Company or pledges any of its assets to secure any
Indebtedness of Company other than the Indebtedness under this Agreement,
Company will promptly notify Administrative Agent of that fact and (1) execute,
or cause the applicable Subsidiary to execute, a Pledge Supplement (as such term
is defined in the Security Agreement) and (2) cause such new Subsidiary to
execute and deliver to Administrative Agent a counterpart of the Subsidiary
Guaranty and a counterpart to the Security Agreement and to take all such
further actions and execute all such further documents and instruments
(including actions, documents and instruments comparable to those described in
subsection 4.1L) as may be necessary or, in the opinion of Administrative Agent,
desirable to create in favor of Administrative Agent, for the benefit of
Lenders, a valid First Priority Lien on all of the personal and mixed property
assets of such Subsidiary described in the applicable forms of Collateral
Documents.

                  B.       SUBSIDIARY ORGANIZATIONAL DOCUMENTS, LEGAL OPINIONS,
ETC. In the event any Person becomes a direct or indirect Subsidiary of Company,
Company shall deliver to Administrative Agent, together with the Loan Documents
required to be delivered pursuant to subsection 6.8A, if any, (i) certified
copies of such Subsidiary's Organizational Documents, together with a good
standing certificate from the Secretary of State of the jurisdiction of its
organization and each other state in which such Person is qualified to do
business and, to the extent generally available, a certificate or other evidence
of good standing as to payment of any applicable franchise or similar taxes from
the appropriate taxing authority of each of such jurisdictions, each to be dated
a recent date prior to their delivery to Administrative Agent, (ii) if
applicable, a certificate executed by the secretary or similar officer of such
Subsidiary as to (a) the fact that the attached resolutions of the Governing
Body of such Subsidiary approving and authorizing the execution, delivery and
performance of such Loan Documents are in full force and effect and have not
been modified or amended and (b) the incumbency and signatures of the officers
of such Subsidiary executing such Loan Documents, and (iii) if applicable, a
favorable opinion of counsel to such Subsidiary, in form and substance
satisfactory to Administrative Agent and its counsel, as to (a) the due
organization and good standing of such Subsidiary,

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(b) the due authorization, execution and delivery by such Subsidiary of such
Loan Documents, (c) the enforceability of such Loan Documents against such
Subsidiary and (d) such other matters (including matters relating to the
creation and perfection of Liens in any Collateral pursuant to such Loan
Documents) as Administrative Agent may reasonably request, all of the foregoing
to be satisfactory in form and substance to Administrative Agent and its
counsel.

                  C.       CONTROL AGREEMENTS. Company shall not permit any of
its Deposit Accounts, or any Deposit Account of a Subsidiary Guarantor, at any
time to have a principal balance in excess of $500,000, and will not permit to
exist, or allow any Subsidiary Guarantor to permit to exist, any Securities
Account or brokerage account, unless Company or such Subsidiary Guarantor, as
the case may be, has (i) executed and delivered to Administrative Agent a
Control Agreement (in the case of any Subsidiary Guarantor, to the extent
permitted by applicable regulatory requirements), and (ii) taken all other
steps necessary or, in the opinion of Administrative Agent, desirable to ensure
that Administrative Agent has a perfected security interest in such Deposit
Account or Securities Account or brokerage account, as the case may be;
provided that, if Company or such Subsidiary Guarantor is unable to obtain a
Control Agreement from the financial institution or securities intermediary at
which the account is maintained, Company shall, or shall cause such Subsidiary
Guarantor to, within 30 days after receiving a written request by
Administrative Agent to do so, transfer all amounts in the applicable account
to an account maintained at a financial institution or securities intermediary
from which Company or such Subsidiary Guarantor has obtained a Control
Agreement.

SECTION 7.        COMPANY'S NEGATIVE COVENANTS

         Company covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations and the cancellation or expiration of all Letters of
Credit, unless Requisite Lenders shall otherwise give prior written consent,
Company shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 7.

         7.1      INDEBTEDNESS.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness,
except:

                  (i)      Company may become and remain liable with respect to
         the Obligations;

                  (ii)     Company and its Subsidiaries may become and remain
         liable with respect to Contingent Obligations permitted by subsection
         7.4 and, upon any matured obligations actually arising pursuant
         thereto, the Indebtedness corresponding to the Contingent Obligations
         so extinguished;

                  (iii)    Company and its Subsidiaries may become and remain
         liable with respect to Indebtedness in respect of Capital Leases,
         Purchase Money Obligations or similar financing transactions relating
         to its properties, assets and rights acquired after the

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         Closing Date; provided that the aggregate principal amount of such
         Indebtedness under this clause does not exceed 100% of the cost of such
         properties, assets and rights; and provided, further that the aggregate
         principal amount of such Indebtedness of the Regulated Subsidiaries
         under this clause does not exceed $50,000,000;

                  (iv)     Company or any Subsidiary Guarantors which
         are not Regulated Subsidiaries or, to the extent required to comply
         with applicable regulatory requirements, any Regulated Subsidiary, may
         incur and remain liable with respect to, intercompany Indebtedness
         between or among Company and any such Subsidiary Guarantors and any
         such Regulated Subsidiaries or between or among any such Subsidiary
         Guarantors and any such Regulated Subsidiaries; provided that (a) all
         such intercompany Indebtedness (other than intercompany accounts
         receivable and accounts payable incurred in the ordinary course of
         business) shall be evidenced by promissory notes, (b) all such
         intercompany Indebtedness (other than intercompany accounts receivable
         and accounts payable incurred in the ordinary course of business) owed
         by Company to any of its Subsidiary Guarantors that are not Regulated
         Subsidiaries shall be subordinated in right of payment to the payment
         in full of the Obligations pursuant to the terms of the applicable
         promissory notes or an intercompany subordination agreement, and (c)
         any payment by any Subsidiary of Company under any guaranty of the
         Obligations shall result in a pro tanto reduction of the amount of any
         intercompany Indebtedness owed by such Subsidiary to Company or to any
         of its Subsidiaries for whose benefit such payment is made;

                  (v)      Company and its Subsidiaries, as applicable, may
         remain liable with respect to Indebtedness described in Schedule 7.1
         annexed hereto;

                  (vi)     Company may incur, if no Event of Default or
         Potential Event of Default shall have occurred and be continuing after
         giving effect to the incurrence of such Permitted Indebtedness, and
         remain liable with respect to Permitted Indebtedness;

                  (vii)    Company or any Subsidiaries of Company may incur and
         remain liable with respect to obligations in an aggregate amount of up
         to $10,000,000 in respect of performance and surety bonds and
         completion guarantees provided by Company or any Subsidiaries in the
         ordinary course of business;

                  (viii)   Company or a Subsidiary of Company may become and
         remain liable with respect to Indebtedness of any Person assumed in
         connection with any acquisition of such Person permitted under
         subsection 7.3 and a Person that becomes a direct or indirect
         wholly-owned Subsidiary of Company as a result of any acquisition
         permitted under subsection 7.3 may remain liable with respect to
         Indebtedness existing on the date of such acquisition; provided that
         such Indebtedness is not created in anticipation of such acquisition;
         provided, further that such Indebtedness does not exceed $5,000,000 in
         the aggregate;

                  (ix)     Company and its Subsidiary Guarantors which are not
         Regulated Subsidiaries and, to the extent required to comply with
         applicable regulatory

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         requirements, Regulated Subsidiaries, may become and remain liable with
         respect to other Indebtedness which together with Contingent
         Obligations permitted under subsection 7.4(viii) do not exceed
         $5,000,000 in an aggregate amount at any time outstanding; and

                  (x)      Company may become and remain liable with respect to
         Extended Maturity Indebtedness.

         7.2      LIENS AND RELATED MATTERS.

                  A.       PROHIBITION ON LIENS. Company shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, create, incur,
assume or permit to exist any Lien on or with respect to any property or asset
of any kind (including any document or instrument in respect of goods or
accounts receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC or under any similar recording or notice statute, except:

                  (i)      Permitted Encumbrances;

                  (ii)     Liens granted pursuant to the Collateral Documents;

                  (iii)    Liens described in Schedule 7.2 annexed hereto;

                  (iv)     Liens on assets of a Person that becomes a direct or
         indirect Subsidiary of Company after the date of this Agreement,
         provided, however, that such Liens exist at the time such Person
         becomes a Subsidiary and are not created in anticipation thereof; and
         provided further, that all such Liens do not in the aggregate secure
         Indebtedness in excess of $5,000,000 at any time;

                  (v)      Liens securing Indebtedness permitted pursuant to
         subsection 7.1(iii); provided, however, that the Lien shall apply only
         to the asset so acquired; and

                  (vi)     Other Liens securing Indebtedness of Company or
         Subsidiary Guarantors which are not Regulated Subsidiaries in an
         aggregate amount not to exceed $5,000,000 at any time outstanding.

                  B.       EQUITABLE LIEN IN FAVOR OF LENDERS. If Company or any
of its Subsidiaries shall create or assume any Lien upon any of its properties
or assets, whether now owned or hereafter acquired, other than Liens excepted
by the provisions of subsection 7.2A, it shall make or cause to be made
effective provision whereby the Obligations will be secured by such Lien
equally and ratably with any and all other Indebtedness secured thereby as long
as any such Indebtedness shall be so secured; provided that, notwithstanding
the foregoing, this covenant shall not be construed as a consent by Requisite
Lenders to the creation or assumption of any such Lien not permitted by the
provisions of subsection 7.2A.

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                  C.       NO FURTHER NEGATIVE PLEDGES. Except for a provision
substantially identical to this subsection 7.2C in the documentation for
Permitted Indebtedness that is not Subordinated Indebtedness, neither Company
nor any of its Subsidiaries shall enter into any agreement prohibiting the
creation or assumption of any Lien upon any of its properties or assets, whether
now owned or hereafter acquired, except with respect to specific property
encumbered to secure payment of particular Indebtedness or to be sold pursuant
to an executed agreement with respect to an Asset Sale.

                  D.       NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO
COMPANY OR OTHER SUBSIDIARIES. Company will not, and will not permit any of its
Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or consensual restriction of any kind on
the ability of any such Subsidiary to (i) pay dividends or make any other
distributions on any of such Subsidiary's Capital Stock owned by Company or any
other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such
Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or
advances to Company or any other Subsidiary of Company, or (iv) transfer any of
its property or assets to Company or any other Subsidiary of Company, except (a)
as provided in this Agreement, (b) as may be provided in an agreement with
respect to an Asset Sale and (c) as provided by any law or any governmental
regulation or order or pursuant to any agreement or understanding with any
Government Entity; provided that, if such order would prevent Company from
making a payment under this Agreement, Company has used its reasonable efforts
to have any such order diminished or removed by any Government Entity authorized
to do so and to obtain any exemptive orders from the relevant Government Entity
with respect to such encumbrance or restriction to the extent such exemptive
orders are reasonably practicable under applicable laws and regulations.

         7.3      INVESTMENTS; ACQUISITIONS.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, or acquire, by purchase or otherwise, all or substantially all
the business, property or fixed assets of, or Capital Stock or other ownership
interest of any Person, or any division or line of business of any Person
except:

                  (i)      Company and its Subsidiaries may make and own
         Investments in Cash, Cash Equivalents and Investment Grade Securities
         and may enter into repurchase agreements and reverse repurchase
         agreements with any Lender or any primary dealer of United States
         government Securities relating to Investment Grade Securities maturing
         within two years from the date of acquisition thereof;

                  (ii)     Company and its Subsidiaries may continue to own the
         Investments owned by them as of the Closing Date in any Subsidiaries of
         Company and Company and its Subsidiaries may (a) make Capital
         Contributions in any Regulated Subsidiary and make capital
         contributions to the Regulated Subsidiaries of amounts which would
         otherwise be restricted assets of Company under the terms of Company's
         tax-sharing agreement with the Regulated Subsidiaries and, in either
         case, own any resulting

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         additional equity Investments and (b) make and own additional equity
         Investments in any Subsidiary Guarantor that is not a Regulated
         Subsidiary;

                  (iii)    Company and its Subsidiaries may make intercompany
         loans to the extent permitted under subsection 7.1(iv);

                  (iv)     Company and its Subsidiaries may make Consolidated
         Capital Expenditures permitted by subsection 7.8;

                  (v)      Company and its Subsidiaries may continue to own the
         Investments owned by them and described in Schedule 7.3 annexed hereto;

                  (vi)     Company and its Subsidiaries may make Permitted
         Acquisitions and own the assets so acquired in one or more transactions
         for an aggregate consideration (including the principal amount of any
         Indebtedness assumed as permitted by subsection 7.1(viii)) not in
         excess of $100,000,000 for all Permitted Acquisitions; provided that
         Company and its Subsidiaries may make Permitted Acquisitions for an
         aggregate consideration in excess of $100,000,000 (and, in determining
         compliance with this covenant, after such aggregate consideration
         equals or exceeds $100,000,000) if, after giving effect to the payment
         of such consideration (and the principal amount of assumed
         Indebtedness), Available Cash equals $1.00 or more; provided further
         that, in any Permitted Acquisition, Company shall, and shall cause its
         Subsidiaries to, comply with the requirements of subsection 6.8 with
         respect to each such acquisition that results in a Person becoming a
         Subsidiary;

                  (vii)    Company and its Subsidiaries may make and own other
         Investments if, after giving effect to the making of such Investment,
         Available Cash equals $1.00 or more;

                  (viii)   Company may acquire and hold obligations of one or
         more officers or other employees of Company or its Subsidiaries in
         connection with (a) such officers' or employees' acquisition of shares
         of Company's common stock, so long as no cash is actually advanced by
         Company or any of its Subsidiaries to such officers or employees in
         connection with the acquisition of any such obligations, (b) loans and
         advances in the ordinary course of business for travel, relocation and
         similar purposes and (c) other loans and advances to employees in the
         ordinary course of business pursuant to employment agreements or
         otherwise;

                  (ix)     Company and its Subsidiaries may receive and hold
         promissory notes and other non-cash consideration received in
         connection with any Asset Sale permitted by subsection 7.7;

                  (x)      Company and its Subsidiaries may endorse negotiable
         instruments for collection in the ordinary course of business;

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                  (xi)     Company and its Subsidiaries may make and own
         Investments consisting of performance bonds and letters of credit and
         other similar surety devices obtained to support, or in lieu of,
         performance bonds, in each case entered into in the ordinary course of
         business; and

                  (xii)    Company and its Subsidiaries may acquire Securities
         in connection with the satisfaction or enforcement of Indebtedness or
         claims due or owing to Company or any of its Subsidiaries, as security
         for any such Indebtedness or claim or in consideration of services or
         other non-cash value provided by Company or one of its Subsidiaries.

         7.4      CONTINGENT OBLIGATIONS.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

                  (i)      Subsidiaries of the Company may become and remain
         liable with respect to Contingent Obligations in respect of the
         Subsidiary Guaranty or and such Subsidiaries party to the Subsidiary
         Guaranty may become and remain liable with respect to Contingent
         Obligations in respect of Permitted Indebtedness;

                  (ii)     Company may become and remain liable with respect to
         Contingent Obligations in respect of Letters of Credit;

                  (iii)    Company may become and remain liable with respect to
         Contingent Obligations under Hedge Agreements with respect to
         Indebtedness in an aggregate notional principal amount not to exceed
         the principal amount of the Indebtedness covered by such Hedge
         Agreements;

                  (iv)     Company or any Subsidiaries of Company may incur and
         remain liable with respect to Contingent Obligations arising from
         agreements of Company or a Subsidiary providing for indemnification,
         adjustment of purchase price or similar obligations, in each case,
         incurred or assumed by Company or a Subsidiary in connection with the
         disposition of any business, assets or a Subsidiary, other than
         Contingent Obligations with respect to Indebtedness incurred by any
         Person acquiring all or any portion of such business, assets or a
         Subsidiary for the purpose of financing such acquisition or otherwise;
         provided that the maximum assumable liability in respect of all such
         Indebtedness shall at no time exceed the gross proceeds actually
         received by Company and its Subsidiaries in connection with such
         disposition;

                  (v)      Company and its Subsidiaries may become and remain
         liable with respect to Contingent Obligations under guarantees in the
         ordinary course of business of the obligations of suppliers, customers,
         franchisees and licensees of Company and its Subsidiaries in an
         aggregate amount not to exceed at any time $5,000,000;

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                  (vi)     Company may become and remain liable with respect to
         Contingent Obligations in respect of any Indebtedness of Company or any
         of its Subsidiaries permitted by subsection 7.1;

                  (vii)    Company and its Subsidiaries, as applicable, may
         remain liable with respect to Contingent Obligations described in
         Schedule 7.4 annexed hereto;

                  (viii)   Company and its Subsidiary Guarantors which are not
         Regulated Subsidiaries and, to the extent required to comply with
         applicable regulatory requirements, Regulated Subsidiaries, may become
         and remain liable with respect to other Contingent Obligations;
         provided that the maximum aggregate liability, contingent or otherwise,
         of Company and its Subsidiaries in respect of all such Contingent
         Obligations, together with Indebtedness permitted under subsection
         7.1(ix), shall at no time exceed $5,000,000;

                  (ix)     If required by applicable Healthcare Regulators,
         Company may guarantee that the directly-owned Regulated Subsidiaries
         will maintain capital as required by such Healthcare Regulators; and

                  (x)      Company may enter into commitments in respect of or
         guaranties to fund its Regulated Subsidiaries at certain levels
         pursuant to requirements of any applicable Government Entity.

         7.5      RESTRICTED JUNIOR PAYMENTS.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment; provided that Company may make the Restricted Junior
Payments if (i) no Event of Default or Potential Event of Default shall occur
and be continuing or shall be caused thereby, (ii) the proposed Restricted
Junior Payment is not in violation of the terms of the Permitted Indebtedness,
(iii) after giving effect to such proposed Restricted Junior Payment, Company is
in pro forma compliance with the covenants set forth in subsection 7.6 and (iv)
after giving effect to such Restricted Junior Payment, Available Cash equals
$1.00 or more.

         7.6      FINANCIAL COVENANTS.

                  A.       MINIMUM INTEREST COVERAGE RATIO. Company shall not
permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest
Expense for any consecutive four-Fiscal Quarter period to be less than
5.00:1.00.

                  B.       MAXIMUM LEVERAGE RATIO. Company shall not permit the
Consolidated Leverage Ratio as at any date to exceed 1.40:1.00.

                  C.       MINIMUM CONSOLIDATED NET WORTH. Company shall not
permit Consolidated Net Worth at any time to be less than: the sum of (i)
$425,000,000, (ii) 75% of Consolidated Net Income of Company and its
Subsidiaries for each Fiscal Quarter for which

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financial statements are available commencing with the Fiscal Quarter ending on
December 31, 2002 (for purposes of this calculation if Consolidated Net Income
for a Fiscal Quarter is a negative number, Consolidated Net Income shall equal
zero) and (iii) 75% of proceeds (net of costs and expenses associated therewith)
of equity Securities issued by Company and its Subsidiaries, but (iv) less the
aggregate repurchases of Company common stock permitted by subsection 7.5,
including such repurchases for the period between December 31, 2002 and the
Closing Date.

                  D.       CAPITAL REQUIREMENT FOR PRINCIPAL SUBSIDIARIES.
Company will not allow the capital of any of its Principal Subsidiaries to be
less than the greater of 100% of Company Action Level Risk-based Capital or 100%
of the requirements for statutory capital.

         7.7      RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES.

         Company shall not, and shall not permit any of its Subsidiaries to,
alter the corporate, capital or legal structure of Company or any of its
Subsidiaries, or enter into any transaction of merger or consolidation, or
liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), convey, sell, lease or sub-lease (as lessor or sublessor),
transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including its
notes or receivables and Capital Stock of a Subsidiary or, in the case of any
Subsidiary, issue shares of Capital Stock), whether now owned or hereafter
acquired, except:

                  (i)      any Subsidiary of Company may be merged with or into
         Company or any wholly-owned Subsidiary Guarantor that is not a
         Regulated Subsidiary, or be liquidated, wound up or dissolved, or all
         or any part of its business, property or assets may be conveyed, sold,
         leased, transferred or otherwise disposed of, in one transaction or a
         series of transactions, to Company or any wholly-owned Subsidiary
         Guarantor that is not a Regulated Subsidiary; provided that, in the
         case of such a merger, Company or such wholly-owned Subsidiary
         Guarantor shall be the continuing or surviving Person;

                  (ii)     Company and its Subsidiaries may sell or otherwise
         dispose of assets in transactions that do not constitute Asset Sales
         (excluding sales consisting of the Capital Stock of a Principal
         Subsidiary); provided that (a) the consideration received for such
         assets shall be in an amount at least equal to the fair market value
         thereof and (b) the assets so sold shall not consist of any group
         contracts or subscriber contracts relating to group health plans of
         Company or any Principal Subsidiary;

                  (iii)    Company and its Subsidiaries may dispose of obsolete,
         worn out or surplus property in the ordinary course of business;

                  (iv)     Company and its Subsidiaries may make Asset Sales of
         assets (excluding Asset Sales consisting of the Capital Stock of a
         Principal Subsidiary) having a fair market value not in excess of
         $2,000,000; provided that (a) the consideration received for such
         assets shall be in an amount at least equal to the fair market value
         thereof; (b) at least 80% of the consideration received shall be cash;
         (c) the proceeds of such Asset Sales shall be applied as required by
         subsection 2.4B(iii)(a) or subsection 2.4D; and (d) the

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         assets so sold shall not consist of any group contracts or subscriber
         contracts relating to group health plans of Company or any Principal
         Subsidiary;

                  (v)      in order to resolve disputes that occur in the
         ordinary course of business, Company and its Subsidiaries may discount
         or otherwise compromise for less than the face value thereof, notes or
         accounts receivable;

                  (vi)     Capital Stock of a Subsidiary may be sold to Company
         or a Subsidiary Guarantor that is not a Regulated Subsidiary;

                  (vii)    Company or a Subsidiary may sell or dispose of shares
         of Capital Stock of any of its Subsidiaries in order to qualify members
         of the Governing Body of the Subsidiary if required by applicable law;

                  (viii)   Any Person may be merged with or into Company or any
         Subsidiary if the acquisition of the Capital Stock of such Person by
         Company or such Subsidiary would have been permitted pursuant to
         subsection 7.3; provided that (a) in the case of Company, Company shall
         be the continuing or surviving Person, (b) if a Subsidiary is not the
         surviving or continuing Person, the surviving Person becomes a
         Subsidiary and complies with the provisions of subsection 6.8 and (c)
         no Potential Event of Default or Event of Default shall have occurred
         or be continuing after giving effect thereto; and

                  (ix)     Company or any Subsidiary may sell or otherwise
         dispose of any stock or assets of, liquidate, or discontinue any part
         of any business of Company or its Subsidiaries, if in Company's sole
         discretion, the preservation thereof is no longer desirable or in the
         best interests of Company or any Subsidiary, and the disposition could
         not reasonably be expected to result in a Material Adverse Effect.

         7.8      CONSOLIDATED CAPITAL EXPENDITURES.

         Company shall not, and shall not permit its Subsidiaries to, make or
incur Consolidated Capital Expenditures, in any Fiscal Year, in an aggregate
amount in excess of $60,000,000 (the "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES
AMOUNT"); provided that the Maximum Consolidated Capital Expenditures Amount for
any Fiscal Year shall be increased by an amount equal to the excess, if any (but
in no event more than $12,000,000), of the Maximum Consolidated Capital
Expenditures Amount for the previous Fiscal Year (without giving effect to any
adjustment in accordance with this proviso) over the actual amount of
Consolidated Capital Expenditures for such previous Fiscal Year.

         7.9      TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction (including
the purchase, sale, lease or exchange of any property or the rendering of any
service) with any holder of 5% or more of any class of equity Securities of
Company or with any Affiliate of Company or of any such holder, on terms that
are less favorable to Company or that Subsidiary, as the case may be, than those
that might

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be obtained at the time from Persons who are not such a holder or Affiliate;
provided that the foregoing restriction shall not apply to (i) any transaction
between Company and any of its wholly-owned Subsidiary Guarantors that are not
Regulated Subsidiaries or between any of its wholly-owned Subsidiary Guarantors
that are not Regulated Subsidiaries; (ii) reasonable and customary fees paid to
members of the Governing Bodies of Company and its Subsidiaries; and (iii) any
employment agreement entered into by Company or any of its Subsidiaries in the
ordinary course of business and consistent with the past practice of Company or
such Subsidiary (including, without limitation, any such employment agreements
entered into prior to the Closing Date).

         7.10     SALES AND LEASE-BACKS.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or
other surety with respect to any lease of any property (whether real, personal
or mixed), whether now owned or hereafter acquired, (i) that Company or any of
its Subsidiaries has sold or transferred or is to sell or transfer to any other
Person (other than Company or any of its Subsidiaries) or (ii) that Company or
any of its Subsidiaries intends to use for substantially the same purpose as any
other property that has been or is to be sold or transferred by Company or any
of its Subsidiaries to any Person (other than Company or any of its
Subsidiaries) in connection with such lease; provided that Company and its
Subsidiaries may become and remain liable as lessee, guarantor or other surety
with respect to any such lease if and to the extent that Company or any of its
Subsidiaries would be permitted to enter into, and remain liable under, such
lease to the extent that the transaction would be permitted under subsection
7.1, assuming the sale and lease back transaction constituted Indebtedness in a
principal amount equal to the gross proceeds of the sale and the proceeds of
such transaction are applied in compliance with subsection 2.4B(iii)(a).

         7.11     CONDUCT OF BUSINESS.

         From and after the Closing Date, Company shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than (i) the
businesses engaged in by Company and its Subsidiaries on the Closing Date and
similar or related businesses and (ii) such other lines of business as may be
consented to by Requisite Lenders.

         7.12     AMENDMENTS OF DOCUMENTS RELATING TO PERMITTED INDEBTEDNESS AND
                  SUBORDINATED INDEBTEDNESS.

         Company shall not, and shall not permit any of its Subsidiaries to,
amend or otherwise change the terms of any Permitted Indebtedness, including any
Subordinated Indebtedness, or make any payment consistent with an amendment
thereof or change thereto, if the effect of such amendment or change is to
increase the interest rate on such Permitted Indebtedness or such Subordinated
Indebtedness, change (to earlier dates) any dates upon which payments of
principal or interest are due thereon, change any event of default or condition
to an event of default with respect thereto (other than to eliminate any such
event of default or increase any grace period related thereto), change the
redemption, prepayment or defeasance provisions thereof, in the case of any
Subordinated Indebtedness, change the subordination provisions thereof (or of
any

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guaranty thereof), or change any collateral therefor (other than to release such
collateral), or if the effect of such amendment or change, together with all
other amendments or changes made, is to increase materially the obligations of
the obligor thereunder or to confer any additional rights on the holders of such
Permitted Indebtedness or such Subordinated Indebtedness (or a trustee or other
representative on their behalf) that would be adverse to Company or Lenders.

         7.13     FISCAL YEAR.

         Company shall not change its Fiscal Year-end from December 31.

         7.14     SECURITIES LITIGATION SETTLEMENT PAYMENT.

                  A.       Company will apply the proceeds of the Term Loans in
a timely manner to pay the Securities Litigation Settlement Payment in
accordance with terms and conditions set forth in the Settlement Agreement.

                  B.       If for any reason (including failure by the
applicable court to enter a final order approving the terms of the Settlement
Agreement) the Settlement Agreement does not become effective in accordance with
its terms, upon return of all or any portion of the Securities Litigation
Settlement Payment to Company as provided in the Settlement Agreement, such
amount shall be either applied to prepay the Term Loans in accordance with
subsection 2.4B(i) or deposited in a Deposit Account or Securities Account in
which Administrative Agent has a First Priority security interest. Amounts so
deposited may thereafter, at any time, only be used, at the option of Company,
to make a future Securities Litigation Settlement Payment on terms and
conditions reasonably satisfactory to Administrative Agent or to prepay Term
Loans in accordance with subsection 2.4B(i).

SECTION 8.        EVENTS OF DEFAULT

         If any of the following conditions or events ("EVENTS OF DEFAULT")
shall occur:

         8.1      FAILURE TO MAKE PAYMENTS WHEN DUE.

         Failure by Company to pay any installment of principal of or premium on
any Loan when due, whether at stated maturity, by acceleration, by notice of
voluntary prepayment, by mandatory prepayment or otherwise; failure by Company
to pay when due any amount payable to an Issuing Lender in reimbursement of any
drawing under a Letter of Credit; or failure by Company to pay any interest on
any Loan or any fee or any other amount due under this Agreement within five
days after the date due; or

         8.2      DEFAULT IN OTHER AGREEMENTS.

                  (i)      Failure of Company or any of its Subsidiaries to pay
         when due any principal of or interest on or any other amount payable in
         respect of one or more items of Indebtedness (other than Indebtedness
         referred to in subsection 8.1) or Contingent Obligations in an
         aggregate principal amount in excess of $5,000,000; or

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                  (ii)     breach or default by Company or any of its
         Subsidiaries with respect to any other material term of (a) one or more
         items of Indebtedness or Contingent Obligations in the individual or
         aggregate principal amounts referred to in clause (i) above or (b) any
         loan agreement, mortgage, indenture or other agreement relating to such
         item(s) of Indebtedness or Contingent Obligation(s), if the effect of
         such breach or default is to cause, or to permit the holder or holders
         of that Indebtedness or Contingent Obligation(s) (or a trustee on
         behalf of such holder or holders) to cause, that Indebtedness or
         Contingent Obligation(s) to become or be declared due and payable prior
         to its stated maturity or the stated maturity of any underlying
         obligation, as the case may be (upon the giving or receiving of notice,
         lapse of time, both, or otherwise); or

         8.3      BREACH OF CERTAIN COVENANTS.

         Failure of Company to perform or comply with any term or condition
contained in subsection 2.5 or 6.2 or Section 7 of this Agreement; or

         8.4      BREACH OF WARRANTY.

         Any representation, warranty, certification or other statement made by
Company or any of its Subsidiaries in any Loan Document or in any statement or
certificate at any time given by Company or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
in any material respect on the date as of which made; or

         8.5      OTHER DEFAULTS UNDER LOAN DOCUMENTS.

         Company or any of its Subsidiaries shall default in the performance of
or compliance with any term contained in this Agreement or any of the other Loan
Documents, other than any such term referred to in any other subsection of this
Section 8, and such default shall not have been remedied or waived within 30
days after the earlier of (i) an Officer of Company or such Subsidiary becoming
aware of such default or (ii) receipt by Company of notice from Administrative
Agent or any Lender of such default; or

         8.6      INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                  (i)      A court having jurisdiction in the premises shall
         enter a decree or order for relief in respect of Company or any of its
         Significant Subsidiaries (or group of Subsidiaries (as of the latest
         audited consolidated financial statements for Company and its
         Subsidiaries) that would constitute a Significant Subsidiary) in an
         involuntary case under the Bankruptcy Code or under any other
         applicable bankruptcy, insolvency or similar law now or hereafter in
         effect, which decree or order is not stayed within 20 consecutive days;
         or any other similar relief shall be granted under any applicable
         federal or state law; or

                  (ii)     an involuntary case shall be commenced against
         Company or any of its Significant Subsidiaries (or group of
         Subsidiaries (as of the latest audited consolidated financial
         statements for Company and its Subsidiaries) that would constitute a
         Significant

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         Subsidiary) under the Bankruptcy Code or under any other applicable
         bankruptcy, insolvency or similar law now or hereafter in effect; or a
         decree or order of a court having jurisdiction in the premises for the
         appointment of a receiver, liquidator, sequestrator, trustee, custodian
         or other officer having similar powers over Company or any of its
         Significant Subsidiaries (or group of Subsidiaries (as of the latest
         audited consolidated financial statements for Company and its
         Subsidiaries) that would constitute a Significant Subsidiary), or over
         all or a substantial part of its property, shall have been entered; or
         there shall have occurred the involuntary appointment of an interim
         receiver, trustee or other custodian of Company or any of its
         Significant Subsidiaries (or group of Subsidiaries (as of the latest
         audited consolidated financial statements for Company and its
         Subsidiaries) that would constitute a Significant Subsidiary) for all
         or a substantial part of its property; or a warrant of attachment,
         execution or similar process shall have been issued against any
         substantial part of the property of Company or any of its Significant
         Subsidiaries (or group of Subsidiaries (as of the latest audited
         consolidated financial statements for Company and its Subsidiaries)
         that would constitute a Significant Subsidiary), and any such event
         described in this clause (ii) shall continue for 20 consecutive days
         unless dismissed, bonded or discharged; or

         8.7      VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                  (i)      Company or any of its Significant Subsidiaries (or
         group of Subsidiaries (as of the latest audited consolidated financial
         statements for Company and its Subsidiaries) that would constitute a
         Significant Subsidiary) shall have an order for relief entered with
         respect to it or commence a voluntary case under the Bankruptcy Code or
         under any other applicable bankruptcy, insolvency or similar law now or
         hereafter in effect, or shall consent to the entry of an order for
         relief in an involuntary case, or to the conversion of an involuntary
         case to a voluntary case, under any such law, or shall consent to the
         appointment of or taking possession by a receiver, trustee or other
         custodian for all or a substantial part of its property; or Company or
         any of its Significant Subsidiaries (or group of Subsidiaries (as of
         the latest audited consolidated financial statements for Company and
         its Subsidiaries) that would constitute a Significant Subsidiary) shall
         make any assignment for the benefit of creditors; or

                  (ii)     Company or any of its Significant Subsidiaries (or
         group of Subsidiaries (as of the latest audited consolidated financial
         statements for Company and its Subsidiaries) that would constitute a
         Significant Subsidiary) shall be unable, or shall fail generally, or
         shall admit in writing its inability, to pay its debts as such debts
         become due; or the Governing Body of Company or any of its Significant
         Subsidiaries (or group of Subsidiaries (as of the latest audited
         consolidated financial statements for Company and its Subsidiaries)
         that would constitute a Significant Subsidiary) (or any committee
         thereof) shall adopt any resolution or otherwise authorize any action
         to approve any of the actions referred to in clause (i) above or this
         clause (ii); or

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         8.8      JUDGMENTS AND ATTACHMENTS.

         Any money judgment, writ or warrant of attachment or similar process
involving in the aggregate at any time an amount in excess of $5,000,000 (in
either case not adequately covered by insurance as to which a solvent and
unaffiliated insurance company has acknowledged coverage) shall be entered or
filed against Company or any of its Subsidiaries or any of their respective
assets and shall remain undischarged, unvacated, unbonded or unstayed for a
period of 30 days (or in any event later than five days prior to the date of any
proposed sale thereunder); or

         8.9      DISSOLUTION.

         Any order, judgment or decree shall be entered against Company or any
of its Significant Subsidiaries (or group of Subsidiaries (as of the latest
audited consolidated financial statements for Company and its Subsidiaries) that
would constitute a Significant Subsidiary) decreeing the dissolution or split up
of Company or that Subsidiary and such order shall remain undischarged or
unstayed for a period in excess of 30 days; or

         8.10     EMPLOYEE BENEFIT PLANS.

         There shall occur one or more ERISA Events which individually or in the
aggregate results in or might reasonably be expected to result in liability of
Company, any of its Subsidiaries or any of their respective ERISA Affiliates in
excess of $2,000,000 during the term of this Agreement; or there shall exist an
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), which exceeds $2,000,000; or

         8.11     INVALIDITY OF SUBSIDIARY GUARANTY; FAILURE OF SECURITY;
                  REPUDIATION OF OBLIGATIONS.

         At any time after the execution and delivery thereof, (i) the
Subsidiary Guaranty for any reason, other than the satisfaction in full of all
Obligations, shall cease to be in full force and effect (other than in
accordance with its terms) or shall be declared to be null and void, (ii) any
Collateral Document shall cease to be in full force and effect (other than by
reason of a release of Collateral thereunder in accordance with the terms hereof
or thereof, the satisfaction in full of the Obligations or any other termination
of such Collateral Document in accordance with the terms hereof or thereof) or
shall be declared null and void, or Administrative Agent shall not have or shall
cease to have a valid and perfected First Priority Lien in any significant part
of the Collateral purported to be covered thereby, or (iii) any Loan Party shall
contest the validity or enforceability of any Loan Document in writing or deny
in writing that it has any further liability, including with respect to future
advances by Lenders, under any Loan Document to which it is a party;

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding

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(whether or not any beneficiary under any such Letter of Credit shall have
presented, or shall be entitled at such time to present, the drafts or other
documents or certificates required to draw under such Letter of Credit), and (c)
all other Obligations shall automatically become immediately due and payable,
without presentment, demand, protest or other requirements of any kind, all of
which are hereby expressly waived by Company, and the obligation of each Lender
to make any Loan, the obligation of Administrative Agent to issue any Letter of
Credit and the right of any Lender to issue any Letter of Credit hereunder shall
thereupon terminate, and (ii) upon the occurrence and during the continuation of
any other Event of Default, Administrative Agent shall, upon the written request
or with the written consent of Requisite Lenders, by written notice to Company,
declare all or any portion of the amounts described in clauses (a) through (c)
above to be, and the same shall forthwith become, immediately due and payable,
and the obligation of each Lender to make any Loan, the obligation of
Administrative Agent to issue any Letter of Credit and the right of any Lender
to issue any Letter of Credit hereunder shall thereupon terminate; provided that
the foregoing shall not affect in any way the obligations of Revolving Lenders
under subsection 3.3C(i) or the obligations of Revolving Lenders to purchase
assignments of any unpaid Swing Line Loans as provided in subsection 2.1A(iii).

         Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Security Agreement and shall be applied as therein provided.

         Notwithstanding anything contained in the second preceding paragraph,
if at any time within 30 days after an acceleration of the Loans pursuant to
clause (ii) of such paragraph Company shall pay all arrears of interest and all
payments on account of principal which shall have become due otherwise than as a
result of such acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this Agreement)
and all Events of Default and Potential Events of Default (other than
non-payment of the principal of and accrued interest on the Loans, in each case
which is due and payable solely by virtue of acceleration) shall be remedied or
waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to
Company, may at their option rescind and annul such acceleration and its
consequences; but such action shall not affect any subsequent Event of Default
or Potential Event of Default or impair any right consequent thereon. The
provisions of this paragraph are intended merely to bind Lenders to a decision
which may be made at the election of Requisite Lenders and are not intended,
directly or indirectly, to benefit Company, and such provisions shall not at any
time be construed so as to grant Company the right to require Lenders to rescind
or annul any acceleration hereunder or to preclude Administrative Agent or
Lenders from exercising any of the rights or remedies available to them under
any of the Loan Documents, even if the conditions set forth in this paragraph
are met.

SECTION 9.        ADMINISTRATIVE AGENT

         9.1      APPOINTMENT.

                  A.       APPOINTMENT OF ADMINISTRATIVE AGENT. CSFB is hereby
appointed Administrative Agent hereunder and under the other Loan Documents and
Bank of America is

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hereby appointed as Syndication Agent. Each Lender hereby authorizes
Administrative Agent to act as its agent in accordance with the terms of this
Agreement and the other Loan Documents. Administrative Agent agrees to act upon
the express conditions contained in this Agreement and the other Loan Documents,
as applicable. The provisions of this Section 9 are solely for the benefit of
Administrative Agent and Lenders and no Loan Party shall have rights as a third
party beneficiary of any of the provisions thereof. In performing its functions
and duties under this Agreement, Administrative Agent (other than as provided in
subsection 2.1D) shall act solely as an agent of Lenders and does not assume and
shall not be deemed to have assumed any obligation towards or relationship of
agency or trust with or for Company or any other Loan Party.

                  B.       APPOINTMENT OF SUPPLEMENTAL COLLATERAL AGENTS. It is
the purpose of this Agreement and the other Loan Documents that there shall be
no violation of any law of any jurisdiction denying or restricting the right of
banking corporations or associations to transact business as agent or trustee in
such jurisdiction. It is recognized that in case of litigation under this
Agreement or any of the other Loan Documents, and in particular in case of the
enforcement of any of the Loan Documents, or in case Administrative Agent deems
that by reason of any present or future law of any jurisdiction it may not
exercise any of the rights, powers or remedies granted herein or in any of the
other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that Administrative Agent
appoint an additional individual or institution as a separate trustee,
co-trustee, collateral agent or collateral co-agent (any such additional
individual or institution being referred to herein individually as a
"SUPPLEMENTAL COLLATERAL AGENT" and collectively as "SUPPLEMENTAL COLLATERAL
AGENTS").

         In the event that Administrative Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended by this Agreement or any of the
other Loan Documents to be exercised by or vested in or conveyed to
Administrative Agent with respect to such Collateral shall be exercisable by and
vest in such Supplemental Collateral Agent to the extent, and only to the
extent, necessary to enable such Supplemental Collateral Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable by
either Administrative Agent or such Supplemental Collateral Agent, and (ii) the
provisions of this Section 9 and of subsections 10.2 and 10.3 that refer to
Administrative Agent shall inure to the benefit of such Supplemental Collateral
Agent and all references therein to Administrative Agent shall be deemed to be
references to Administrative Agent and/or such Supplemental Collateral Agent, as
the context may require.

         Should any instrument in writing from Company or any other Loan Party
be required by any Supplemental Collateral Agent so appointed by Administrative
Agent for more fully and certainly vesting in and confirming to him or it such
rights, powers, privileges and duties, Company shall, or shall cause such Loan
Party to, execute, acknowledge and deliver any and all such instruments promptly
upon request by Administrative Agent. In case any Supplemental Collateral Agent,
or a successor thereto, shall die, become incapable of acting, resign or be

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removed, all the rights, powers, privileges and duties of such Supplemental
Collateral Agent, to the extent permitted by law, shall vest in and be exercised
by Administrative Agent until the appointment of a new Supplemental Collateral
Agent.

         9.2      POWERS AND DUTIES; GENERAL IMMUNITY.

                  A.       POWERS; DUTIES SPECIFIED. Each Lender irrevocably
authorizes Administrative Agent to take such action on such Lender's behalf and
to exercise such powers, rights and remedies hereunder and under the other Loan
Documents as are specifically delegated or granted to Administrative Agent by
the terms hereof and thereof, together with such powers, rights and remedies as
are reasonably incidental thereto. Administrative Agent shall have only those
duties and responsibilities that are expressly specified in this Agreement and
the other Loan Documents. Administrative Agent may exercise such powers, rights
and remedies and perform such duties by or through its agents or employees.
Administrative Agent shall not have, by reason of this Agreement or any of the
other Loan Documents, a fiduciary relationship in respect of any Lender or
Company; and nothing in this Agreement or any of the other Loan Documents,
expressed or implied, is intended to or shall be so construed as to impose upon
Administrative Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.

                  B.       NO RESPONSIBILITY FOR CERTAIN MATTERS. No Agent shall
be responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by such Agent to Lenders or by or on
behalf of Company to such Agent or any Lender in connection with the Loan
Documents and the transactions contemplated thereby or for the financial
condition or business affairs of Company or any other Person liable for the
payment of any Obligations, nor shall such Agent be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained in any of the Loan Documents or as
to the use of the proceeds of the Loans or the use of the Letters of Credit or
as to the existence or possible existence of any Event of Default or Potential
Event of Default. Anything contained in this Agreement to the contrary
notwithstanding, Administrative Agent shall not have any liability arising from
confirmations of the amount of outstanding Loans or the Letter of Credit Usage
or the component amounts thereof.

                  C.       EXCULPATORY PROVISIONS. No Agent or any of its
officers, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by such Agent under or in connection with any of the
Loan Documents except to the extent caused by such Agent's gross negligence or
willful misconduct. An Agent shall be entitled to refrain from any act or the
taking of any action (including the failure to take an action) in connection
with this Agreement or any of the other Loan Documents or from the exercise of
any power, discretion or authority vested in it hereunder or thereunder unless
and until such Agent shall have received instructions in respect thereof from
Requisite Lenders (or such other Lenders as may be required to give such
instructions under subsection 10.6) and, upon receipt of such instructions from

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Requisite Lenders (or such other Lenders, as the case may be), such Agent shall
be entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions.
Without prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for Company and its Subsidiaries), accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall
have any right of action whatsoever against an Agent as a result of such Agent
acting or (where so instructed) refraining from acting under this Agreement or
any of the other Loan Documents in accordance with the instructions of Requisite
Lenders (or such other Lenders as may be required to give such instructions
under subsection 10.6).

                  D.       AGENTS ENTITLED TO ACT AS LENDER. The agency hereby
created shall in no way impair or affect any of the rights and powers of, or
impose any duties or obligations upon, an Agent in its individual capacity as a
Lender hereunder. With respect to its participation in the Loans and the Letters
of Credit, an Agent shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not performing the duties and
functions delegated to it hereunder, and the term "Lender" or "Lenders" or any
similar term shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity. An Agent and its Affiliates may accept
deposits from, lend money to, acquire equity interests in and generally engage
in any kind of commercial banking, investment banking, trust, financial advisory
or other business with Company or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from Company for services in connection with this Agreement and
otherwise without having to account for the same to Lenders.

         9.3      INDEPENDENT INVESTIGATION BY LENDERS; NO RESPONSIBILITY FOR
                  APPRAISAL OF CREDITWORTHINESS.

         Each Lender agrees that it has made its own independent investigation
of the financial condition and affairs of Company and its Subsidiaries in
connection with the making of the Loans and the issuance of Letters of Credit
hereunder and that it has made and shall continue to make its own appraisal of
the creditworthiness of Company and its Subsidiaries. No Agent shall have any
duty or responsibility, either initially or on a continuing basis, to make any
such investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or at any time or times
thereafter, and no Agent shall have any responsibility with respect to the
accuracy of or the completeness of any information provided to Lenders.

         9.4      RIGHT TO INDEMNITY.

         Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify Agents and the officers, directors, employees, agents, attorneys,
professional advisors and affiliates of each of them to the extent that any such
Person shall not have been reimbursed by Company, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,

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suits, costs, expenses (including counsel fees and disbursements and fees and
disbursements of any financial advisor engaged by Agents) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against an Agent or and other such Persons in exercising the powers, rights and
remedies of an Agent or performing duties of an Agent hereunder or under the
other Loan Documents or otherwise in its capacity as Agent in any way relating
to or arising out of this Agreement or the other Loan Documents; 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 an Agent's gross negligence or willful misconduct.
If any indemnity furnished to an Agent or any other such Person for any purpose
shall, in the opinion of such Agent, be insufficient or become impaired, such
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished.

         9.5      SUCCESSOR ADMINISTRATIVE AGENT AND SWING LINE LENDER.

                  A.       SUCCESSOR ADMINISTRATIVE AGENT. Any Agent may resign
at any time by giving 30 days' prior written notice thereof to Lenders and
Company. Upon any such notice of resignation Requisite Lenders shall have the
right, upon five Business Days' notice to Company, to appoint a successor
Administrative Agent. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Agent's resignation
hereunder as an Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was an
Agent under this Agreement.

                  B.       SUCCESSOR SWING LINE LENDER. Any resignation of
Administrative Agent pursuant to subsection 9.5A shall also constitute the
resignation of CSFB or its successor as Swing Line Lender, and any successor
Administrative Agent appointed pursuant to subsection 9.5A shall, upon its
acceptance of such appointment, become the successor Swing Line Lender for all
purposes hereunder. In such event (i) Company shall prepay any outstanding Swing
Line Loans made by the retiring Administrative Agent in its capacity as Swing
Line Lender, (ii) upon such prepayment, the retiring Administrative Agent and
Swing Line Lender shall surrender any Swing Line Note held by it to Company for
cancellation, and (iii) if so requested by the successor Administrative Agent
and Swing Line Lender in accordance with subsection 2.1E, Company shall issue a
new Swing Line Note to the successor Administrative Agent and Swing Line Lender
substantially in the form of Exhibit VI annexed hereto, in the principal amount
of the Swing Line Loan Commitment then in effect and with other appropriate
insertions.

         9.6      COLLATERAL DOCUMENTS AND GUARANTIES.

         Each Lender hereby further authorizes Administrative Agent, on behalf
of and for the benefit of Lenders, to enter into each Collateral Document as
secured party and to be the agent for and representative of Lenders under the
Subsidiary Guaranty, and each Lender agrees to be bound by the terms of each
Collateral Document and the Subsidiary Guaranty; provided that

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Administrative Agent shall not (i) enter into or consent to any material
amendment, modification, termination or waiver of any provision contained in any
Collateral Document or the Subsidiary Guaranty or (ii) release any Collateral
(except as otherwise expressly permitted or required pursuant to the terms of
this Agreement or the applicable Collateral Document), in each case without the
prior consent of Requisite Lenders (or, if required pursuant to subsection 10.6,
all Lenders); provided further, however, that, without further written consent
or authorization from Lenders, Administrative Agent may execute any documents or
instruments necessary to (a) release any Lien encumbering any item of Collateral
that is the subject of a sale or other disposition of assets permitted by this
Agreement or to which Requisite Lenders have otherwise consented, (b) release
any Subsidiary Guarantor from the Subsidiary Guaranty if all of the Capital
Stock of such Subsidiary Guarantor is sold to any Person (other than an
Affiliate of Company) pursuant to a sale or other disposition permitted
hereunder or to which Requisite Lenders have otherwise consented or (c)
subordinate the Liens of Administrative Agent, on behalf of Lenders, to any
Liens permitted by subsection 7.2. Anything contained in any of the Loan
Documents to the contrary notwithstanding, Company, Administrative Agent and
each Lender hereby agree that (1) no Lender shall have any right individually to
realize upon any of the Collateral under any Collateral Document or to enforce
the Subsidiary Guaranty, it being understood and agreed that all powers, rights
and remedies under the Collateral Documents and the Subsidiary Guaranty may be
exercised solely by Administrative Agent for the benefit of Lenders in
accordance with the terms thereof, and (2) in the event of a foreclosure by
Administrative Agent on any of the Collateral pursuant to a public or private
sale, Administrative Agent or any Lender may be the purchaser of any or all of
such Collateral at any such sale and Administrative Agent, as agent for and
representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Administrative Agent
at such sale.

         9.7      DUTIES OF OTHER AGENTS.

         None of the Lenders identified in this Agreement as a "co-agent" or
Syndication Agent or Documentation Agent shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
such Lenders shall have or be deemed to have a fiduciary relationship with any
Lender.

         9.8      ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to Company or any of the Subsidiaries of Company,
Administrative Agent (irrespective of whether the principal of any Loan shall
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether Administrative Agent shall have made any demand on
Company) shall be entitled and empowered, by intervention in such proceeding or
otherwise

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                  (i)      to file and prove a claim for the whole amount of
         principal and interest owing and unpaid in respect of the Loans and any
         other Obligations that are owing and unpaid and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of Lenders and Agents (including any claim for the
         reasonable compensation, expenses, disbursements and advances of
         Lenders and Agents and their agents and counsel and all other amounts
         due Lenders and Agents under subsections 2.3 and 10.2) allowed in such
         judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to Administrative Agent and, in the event that
Administrative Agent shall consent to the making of such payments directly to
Lenders, to pay to Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agents and their agents
and counsel, and any other amounts due Agents under subsections 2.3 and 10.2.

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

SECTION 10.       MISCELLANEOUS

         10.1     SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS IN
                  LOANS AND LETTERS OF CREDIT.

                  A.       GENERAL. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of the parties hereto and the successors and assigns of Lenders (it
being understood that Lenders' rights of assignment are subject to the further
provisions of this subsection 10.1). Neither Company's rights or obligations
hereunder nor any interest therein may be assigned or delegated by Company
without the prior written consent of all Lenders (and any attempted assignment
or transfer by Company without such consent shall be null and void). No sale,
assignment or transfer or participation of any Letter of Credit or any
participation therein may be made separately from a sale, assignment, transfer
or participation of a corresponding interest in the Revolving Loan Commitment
and the Revolving Loans of the Revolving Lender effecting such sale, assignment,
transfer or participation. Anything contained herein to the contrary
notwithstanding, except as provided in subsection 2.1A(iii) and subsection 10.5,
the Swing Line Loan Commitment and the Swing Line Loans of Swing Line Lender may
not be sold, assigned or transferred as described in clause (i) above to any
Person other than a successor Administrative Agent and Swing Line Lender to the
extent contemplated by subsection 9.5. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the

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Affiliates of each of Administrative Agent and Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

                  B.       ASSIGNMENTS.

                  (i)      Amounts and Terms of Assignments. Any Lender may
         assign to one or more Eligible Assignees all or any portion of its
         rights and obligations under this Agreement; provided that (a), except
         (1) in the case of an assignment of the entire remaining amount of the
         assigning Lender's rights and obligations under this Agreement or (2)
         in the case of an assignment to a Lender or an Affiliate of a Lender or
         an Approved Fund of a Lender, the aggregate amount of the Revolving
         Loan Exposure or Term Loan Exposure, as the case may be, of the
         assigning Lender and the assignee subject to each such assignment shall
         not be less than $1,000,000, (b) each partial assignment shall be made
         as an assignment of a proportionate part of all the assigning Lender's
         rights and obligations under this Agreement with respect to the Loans
         or the Commitments assigned, and any assignment of all or any portion
         of a Revolving Loan Commitment and participation in Letters of Credit
         shall be made only as an assignment (and, in the case of Letters of
         Credit, participations) of the same proportionate part of the assigning
         Lender's Revolving Loan Commitment, Revolving Loans and Letters of
         Credit, (c) the parties to each assignment shall (A) electronically
         execute and deliver to Administrative Agent an Assignment Agreement via
         an electronic settlement system acceptable to Administrative Agent
         (which initially shall be ClearPar, LLC) or, (B) manually execute and
         deliver to Administrative Agent an Assignment Agreement, together with
         a processing and recordation fee of $3,500 (unless the assignee is an
         Affiliate or an Approved Fund of the assignor, in which case no fee
         shall be required), and the Eligible Assignee, if it shall not be a
         Lender, shall deliver to Administrative Agent information reasonably
         requested by Administrative Agent, including an administrative
         questionnaire, such forms, certificates or other evidence, if any, with
         respect to United States federal income tax withholding matters as the
         assignee under such Assignment Agreement may be required to deliver to
         Administrative Agent pursuant to subsection 2.7B(iii)(a) and
         information requested under the Patriot Act and (d) Administrative
         Agent and, if no Event of Default has occurred and is continuing,
         Company shall have consented thereto (which consent, in either case,
         shall not be unreasonably withheld); provided that, (i) with respect to
         the Term Loans, no consent of Company or Administrative Agent shall be
         required in the case of any assignment to a Lender, any Affiliate of a
         Lender or any Approved Fund of a Lender,(ii) with respect to the
         Revolving Loans, no consent of Company shall be required in the case of
         any assignment to a Lender, any Affiliate of a Lender or any Approved
         Fund of a Lender and (iii) no consent of Company shall be required in
         connection with any assignment relating to the primary allocation or
         syndication of the Term Loans or Revolving Loans by CSFB to Persons
         that are either organized under the laws of the United States or are
         qualified to do business in one or more states of the United States.
         Upon acceptance and recording by Administrative Agent pursuant to
         clause (ii) below, from and after the effective date specified in such
         Assignment Agreement, (y) 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 Agreement, shall have

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         the rights and obligations of a Lender hereunder and shall be deemed to
         have made all of the covenants and agreements contained in the Loan
         Documents arising out of or otherwise related to such rights and
         obligations and (z) the assigning Lender thereunder shall, to the
         extent that rights and obligations hereunder have been assigned by it
         pursuant to such Assignment Agreement, relinquish its rights (other
         than any rights which survive the termination of this Agreement under
         subsection 10.9B) and be released from its obligations under this
         Agreement (and, in the case of an Assignment Agreement covering all or
         the remaining portion of an assigning Lender's rights and obligations
         under this Agreement, such Lender shall cease to be a party hereto;
         provided that, anything contained in any of the Loan Documents to the
         contrary notwithstanding, if such Lender is an Issuing Lender such
         Lender shall continue to have all rights and obligations of an Issuing
         Lender until the cancellation or expiration of Letters of Credit issued
         by it and the reimbursement of any amounts drawn thereunder). The
         assigning Lender shall, upon the effectiveness of such assignment or as
         promptly thereafter as practicable, surrender its Notes, if any, to
         Administrative Agent for cancellation, and thereupon new Notes shall,
         if so requested by the assignee and/or the assigning Lender in
         accordance with subsection 2.1E, be issued to the assignee and/or to
         the assigning Lender, substantially in the form of Exhibit IV, Exhibit
         V or Exhibit VI annexed hereto, as the case may be, with appropriate
         insertions, to reflect the new Commitments and/or outstanding Revolving
         Loans and/or outstanding Term Loans, as the case may be, of the
         assignee and/or the assigning Lender. Other than as provided in
         subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by
         a Lender of rights or obligations under this Agreement that does not
         comply with this subsection 10.1B shall be treated for purposes of this
         Agreement as a sale by such Lender of a participation in such rights
         and obligations in accordance with subsection 10.1C.

                  (ii)     Acceptance by Administrative Agent; Recordation in
         Register. Upon its receipt of an Assignment Agreement executed by an
         assigning Lender and an assignee representing that it is an Eligible
         Assignee, together with any processing and recordation fee referred to
         in subsection 10.1B(i) and any forms, certificates or other evidence
         with respect to United States federal income tax withholding matters
         that such assignee may be required to deliver to Administrative Agent
         pursuant to subsection 2.7B(iii)(a), Administrative Agent shall, if
         Administrative Agent and Company have consented to the assignment
         evidenced thereby (in each case to the extent such consent is required
         pursuant to subsection 10.1B(i)), (a) accept such Assignment Agreement
         by executing a counterpart thereof as provided therein (which
         acceptance shall evidence any required consent of Administrative Agent
         to such assignment) and (b) record the information contained therein in
         the Register. Administrative Agent shall maintain a copy of each
         Assignment Agreement delivered to and accepted by it as provided in
         this subsection 10.1B(ii). No assignment shall be effective for
         purposes of this Agreement unless it has been recorded in the Register
         as provided in this clause (ii).

                  (iii)    Deemed Consent. If the consent of Company to an
         Eligible Assignee is required hereunder, Company shall be deemed to
         have given its consent five Business Days after the date notice thereof
         has been delivered by the assigning Lender (through

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         Administrative Agent) unless such consent is expressly refused by
         Company prior to such fifth Business Day.

                  (iv)     Loans by Special Purpose Funding Vehicles.
         Notwithstanding anything to the contrary contained herein, any Lender
         (a "GRANTING LENDER") may grant to a special purpose fund vehicle (a
         "SPC"), identified as such in writing from time to time by the Granting
         Lender to Administrative Agent and Company, the option to provide to
         Company all or any part of any Loan that such Granting Lender would
         otherwise be obligated to make to Company pursuant to this Agreement;
         provided that (i) nothing herein shall constitute a commitment by any
         SPC to make any Loan, (ii) if an SPC elects not to exercise such option
         or otherwise fails to provide all or any part of such Loan, the
         Granting Lender shall be obligated to make such Loan pursuant to the
         terms hereof, (iii) the SPC shall not be entitled to receive any
         greater payment under subsections 2.6D and 2.7 than the Granting Lender
         would have been entitled to receive with respect to any Loan made by
         the SPC, (iv) determinations pursuant to subsection 2.6C shall be made
         solely in respect of the Granting Lender and not the SPC and (v) as to
         any Loans or portion thereof made by it, each SPC shall have all the
         rights that the Granting Lender would have had under this Agreement;
         provided, however, that each SPC shall have granted to the Granting
         Lender an irrevocable power of attorney to deliver and receive all
         communications and notices under this Agreement (and any related
         documents) and to exercise, on such SPC's behalf, all of such SPC's
         voting rights under this Agreement. The making of a Loan by an SPC
         hereunder shall utilize the Commitment of the Granting Lender to the
         same extent, and, as if, such Loan were made by such Granting Lender.
         Each party hereto hereby agrees that no SPC shall be liable for any
         indemnity or similar payment obligation under this Agreement (all
         liability for which shall remain with the Granting Lender). In
         furtherance of the foregoing, each party hereto hereby agrees (which
         agreement shall survive the termination of this Agreement) that, prior
         to the date that is one year and one day after the payment in full of
         all outstanding commercial paper or other senior indebtedness of any
         SPC, it will not institute against, or join any other person in
         instituting against, such SPC any bankruptcy, reorganization,
         arrangement, insolvency or liquidation proceedings under the laws of
         the United States or any State thereof. In addition, notwithstanding
         anything to the contrary contained in this subsection 10.1, any SPC may
         (i) with notice to, but without the prior written consent of, Company
         and Administrative Agent and without paying any processing fee
         therefor, assign all or a portion of its interest in any Loans to the
         Granting Lender or to any financial institutions (consented to by
         Company and Administrative Agent) providing liquidity and/or credit
         support to or for the account of such SPC to support the funding or
         maintenance of Loans and (ii) disclose on a confidential basis any
         non-public information relating to its Loans to any rating agency,
         commercial paper dealer or provider of any surety, guarantee or credit
         liquidity enhancement to such SPC.

                  C.       PARTICIPATIONS. Any Lender may, without the consent
of, or notice to, Company or Administrative Agent, sell participations to one or
more banks or other entities in all or a portion of such Lender's rights and/or
obligations under this Agreement; provided that (i) such Lender's obligations
under this Agreement shall remain unchanged, (ii) such Lender

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shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) Company, Administrative Agent and Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver directly affecting (i) the extension of the scheduled
final maturity date of any Loan allocated to such participation or (ii) a
reduction of the principal amount of or the rate of interest payable on any Loan
allocated to such participation. Subject to the further provisions of this
subsection 10.1C, Company agrees that each Participant shall be entitled to the
benefits of subsections 2.6D and 2.7 to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to subsection 10.1B. To the
extent permitted by law, each Participant also shall be entitled to the benefits
of subsection 10.4 as though it were a Lender, provided such Participant agrees
to be subject to subsection 10.5 as though it were a Lender. A Participant shall
not be entitled to receive any greater payment under subsections 2.6D and 2.7
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant unless the sale of the participation
to such Participant is made with Company's prior written consent. A Participant
that would be a Non-US Lender if it were a Lender shall not be entitled to the
benefits of subsection 2.7 unless Company is notified of the participation sold
to such Participant and such Participant agrees, for the benefit of Company, to
comply with subsection 2.7B(iii) as though it were a Lender.

                  D.       PLEDGES AND ASSIGNMENTS. Any Lender may at any time
pledge or assign a security interest in all or any portion of its Loans, and the
other Obligations owed to such Lender, to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to
any Federal Reserve Bank; provided that (i) no Lender shall be relieved of any
of its obligations hereunder as a result of any such assignment or pledge and
(ii) in no event shall any assignee or pledgee be considered to be a "Lender" or
be entitled to require the assigning Lender to take or omit to take any action
hereunder.

                  E.       INFORMATION. Each Lender may furnish any information
concerning Company and its Subsidiaries in the possession of that Lender from
time to time to assignees and participants (including prospective assignees and
participants), subject to subsection 10.19.

                  F.       AGREEMENTS OF LENDERS. Each Lender listed on the
signature pages hereof hereby agrees (i) that it is an Eligible Assignee
described in clause (ii) of the definition thereof; (ii) that it has experience
and expertise in the making of loans such as the Loans; and (iii) that it will
make its Loans for its own account in the ordinary course of its business and
without a view to distribution of such Loans within the meaning of the
Securities Act or the Exchange Act or other federal securities laws (it being
understood that, subject to the provisions of this subsection 10.1, the
disposition of such Loans or any interests therein shall at all times remain
within its exclusive control).

                  G.       AGREEMENTS OF ASSIGNEES. Each Lender that becomes a
party hereto pursuant to an Assignment Agreement shall be deemed to agree (i)
that it is an Eligible Assignee

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described in clause (ii) of the definition thereof; (ii) that it has experience
and expertise in the making of loans such as the Loans; (iii) that it will make
its Loans for its own account in the ordinary course of its business and without
a view to distribution of such Loans within the meaning of the Securities Act or
the Exchange Act or other federal securities laws (it being understood that,
subject to the provisions of this subsection 10.1, the disposition of such Loans
or any interests therein shall at all times remain within its exclusive control)
and (iv) the Assignment Agreement constitutes a legal, valid and binding
obligation of such Lender, enforceable against such Lender in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and by general principles of equity.

         10.2     EXPENSES.

         Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly (i) all the actual and reasonable
costs and expenses of negotiation, preparation and execution of the Loan
Documents and any consents, amendments, waivers or other modifications thereto;
(ii) all the costs of furnishing all opinions by counsel for Company (including
any opinions requested by Agents or Lenders as to any legal matters arising
hereunder) and of Company's performance of and compliance with all agreements
and conditions on its part to be performed or complied with under this Agreement
and the other Loan Documents including with respect to confirming compliance
with environmental, insurance and solvency requirements; (iii) the reasonable
fees, expenses and disbursements of counsel to Administrative Agent (including
allocated costs of internal counsel) in connection with the negotiation,
preparation, execution and administration of the Loan Documents and any
consents, amendments, waivers or other modifications thereto and any other
documents or matters requested by Company; (iv) all the actual costs and
reasonable expenses of creating and perfecting Liens in favor of Administrative
Agent on behalf of Lenders pursuant to any Collateral Document, including filing
and recording fees, expenses and taxes, stamp or documentary taxes, search fees,
title insurance premiums, and reasonable fees, expenses and disbursements of
counsel to Administrative Agent and of counsel providing any opinions that
Administrative Agent or Requisite Lenders may request in respect of the
Collateral Documents or the Liens created pursuant thereto; (v) all the actual
costs and reasonable expenses (including the reasonable fees, expenses and
disbursements of any auditors or accountants and any environmental or other
consultants, advisors and agents employed or retained by Administrative Agent or
its counsel) of obtaining and reviewing any environmental audits or reports
provided; (vi) the costs incurred by Administrative Agent in connection with the
custody or preservation of any of the Collateral; (vii) all other actual and
reasonable costs and expenses incurred by Administrative Agent or Syndication
Agent in connection with the syndication of the Commitments; and (viii) all
costs and expenses, including reasonable attorneys' fees (including allocated
costs of internal counsel) and costs of settlement, incurred by Administrative
Agent and Lenders in enforcing any Obligations of or in collecting any payments
due from any Loan Party hereunder or under the other Loan Documents (including
in connection with the sale of, collection from, or other realization upon any
of the Collateral or the enforcement of the Subsidiary Guaranty) or in
connection with any refinancing or restructuring of the credit

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arrangements provided under this Agreement in the nature of a "work-out" or
pursuant to any insolvency or bankruptcy proceedings.

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         10.3     INDEMNITY.

         In addition to the payment of expenses pursuant to subsection 10.2,
whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Agents and Lenders, and the officers,
directors, employees, agents and affiliates of Agents and Lenders (collectively
called the "INDEMNITEES"), from and against any and all Indemnified Liabilities
(as hereinafter defined); provided that Company shall not have any obligation to
any Indemnitee hereunder with respect to any Indemnified Liabilities to the
extent such Indemnified Liabilities arise solely from the gross negligence or
willful misconduct of that Indemnitee as determined by a final judgment of a
court of competent jurisdiction.

         As used herein, "INDEMNIFIED LIABILITIES" means, collectively, any and
all liabilities, obligations, losses, damages (including natural resource
damages), penalties, actions, judgments, suits, claims (including Environmental
Claims), costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby (including Lenders' agreement to
make the Loans hereunder or the use or intended use of the proceeds thereof or
the issuance of Letters of Credit hereunder or the use or intended use of any
thereof, or any enforcement of any of the Loan Documents (including any sale of,
collection from, or other realization upon any of the Collateral or the
enforcement of the Subsidiary Guaranty)), (ii) the statements contained in the
commitment letter delivered by any Lender to Company with respect thereto, or
(iii) any Environmental Claim or any Hazardous Materials Activity relating to or
arising from, directly or indirectly, any past or present activity, operation,
land ownership, or practice of Company or any of its Subsidiaries.

         To the extent that the undertakings to defend, indemnify, pay and hold
harmless set forth in this subsection 10.3 may be unenforceable in whole or in
part because they are violative of any law or public policy, Company shall
contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.

         10.4     SET-OFF; SECURITY INTEREST IN DEPOSIT ACCOUNTS.

         In addition to any rights now or hereafter granted under applicable law
and not by way of limitation of any such rights, upon the occurrence of any
Event of Default each Lender is hereby

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authorized by Company at any time or from time to time, without notice to
Company or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or
special, including Indebtedness evidenced by certificates of deposit, whether
matured or unmatured, but not including trust accounts) and any other
Indebtedness at any time held or owing by that Lender or any Affiliate of such
Lender to or for the credit or the account of Company and each other Loan Party
against and on account of the obligations and liabilities of Company or any
other Loan Party to that Lender (or any Affiliate of such Lender) or to any
other Lender (or any Affiliate of any other Lender) under this Agreement, the
Letters of Credit and participations therein and the other Loan Documents,
including all claims of any nature or description arising out of or connected
with this Agreement, the Letters of Credit and participations therein or any
other Loan Document, irrespective of whether or not (i) that Lender shall have
made any demand hereunder or (ii) the principal of or the interest on the Loans
or any amounts in respect of the Letters of Credit or any other amounts due
hereunder shall have become due and payable pursuant to Section 8 and although
said obligations and liabilities, or any of them, may be contingent or
unmatured. Company hereby further grants to Administrative Agent and each Lender
a security interest in all deposits and accounts maintained with Administrative
Agent or such Lender as security for the Obligations.

         10.5     RATABLE SHARING.

         Lenders hereby agree among themselves that if any of them shall,
whether by voluntary payment (other than a voluntary prepayment of Loans made
and applied in accordance with the terms of this Agreement), by realization upon
security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, amounts payable in
respect of Letters of Credit, fees and other amounts then due and owing to that
Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE
AMOUNTS DUE" to such Lender) that is greater than the proportion received by any
other Lender in respect of the Aggregate Amounts Due to such other Lender, then
the Lender receiving such proportionately greater payment shall (i) notify
Administrative Agent and each other Lender of the receipt of such payment and
(ii) apply a portion of such payment to purchase assignments (which it shall be
deemed to have purchased from each seller of an assignment simultaneously upon
the receipt by such seller of its portion of such payment) of the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate
Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them; provided that if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from
such Lender upon the bankruptcy or reorganization of Company or otherwise, those
purchases shall be rescinded and the purchase prices paid for such assignments
shall be returned to such purchasing Lender ratably to the extent of such
recovery, but without interest. Company expressly consents to the foregoing
arrangement and agrees that any purchaser of an assignment so purchased may
exercise any and all rights of a Lender as to such assignment as fully as if
that Lender had complied with the provisions of subsection 10.1B with respect to
such assignment. In order to further evidence such assignment (and without
prejudice to the effectiveness of the assignment provisions set

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forth above), each purchasing Lender and each selling Lender agree to enter into
an Assignment Agreement at the request of a selling Lender or a purchasing
Lender, as the case may be, in form and substance reasonably satisfactory to
each such Lender.

         10.6     AMENDMENTS AND WAIVERS.

         No amendment, modification, termination or waiver of any provision of
this Agreement or of the Notes, and no consent to any departure by Company
therefrom, shall in any event be effective without the written concurrence of
Requisite Lenders; provided that no such amendment, modification, termination,
waiver or consent shall, without the consent of each Lender, or with respect to
the following clause (a), each Lender with Obligations directly affected
thereby: (a) (1) increase the amount of the Commitment of such Lender or reduce
the principal amount of or premium on any Loan, (2) postpone the date (including
both the final maturity date and any interim amortization date) or reduce the
amount of any scheduled payment (but not prepayment) of principal of any Loan,
(3) postpone the date on which any interest or any fees are payable, (4)
decrease the interest rate borne by any Loan (other than any waiver of any
increase in the interest rate applicable to any of the Loans pursuant to
subsection 2.2E) or the amount of any fees payable hereunder, (5) reduce the
amount or postpone the due date of any amount payable in respect of any Letter
of Credit, or (6) extend the expiration date of any Letter of Credit beyond the
Revolving Loan Commitment Termination Date; or (b) (1) release any Lien granted
in favor of Administrative Agent with respect to all or substantially all of the
Collateral (it being understood and agreed that an increase in the amount of any
Indebtedness of Company under this Agreement secured ratably by the Collateral
shall not be deemed a release of Collateral), or release all or substantially
all Subsidiary Guarantors from their obligations under the Subsidiary Guaranty,
in each case other than in accordance with the terms of the Loan Documents, (2)
change in any manner the definition of "Class" or the definition of "Pro Rata
Share" or the definition of "Requisite Class Lenders" or the definition of
"Requisite Lenders" (except for any changes resulting solely from an increase in
Commitments approved by Requisite Lenders or changes resulting from the
incurrence of Extended Maturity Indebtedness), (3) change in any manner any
provision of this Agreement that, by its terms, expressly requires the approval
or concurrence of all Lenders, or (4) change in any manner or waive the
provisions contained in subsection 8.1 or this subsection 10.6. In addition, (i)
no amendment, modification, termination or waiver of any provision of any Note
shall be effective without the written concurrence of the Lender which is the
holder of that Note, (ii) no amendment, modification, termination or waiver of
any provision of subsection 2.1A(iii) or of any other provision of this
Agreement relating to the Swing Line Loan Commitment or the Swing Line Loans
shall be effective without the written concurrence of Swing Line Lender, (iii)
no amendment, modification, termination or waiver of any provision of Section 3
shall be effective without the written concurrence of Administrative Agent and,
with respect to the purchase of participations in Letters of Credit, without the
written concurrence of each Issuing Lender that has issued an outstanding Letter
of Credit or has not been reimbursed for a payment under a Letter of Credit,
(iv) no amendment, modification, termination or waiver of any provision of
Section 9 or of any other provision of this Agreement which, by its terms,
expressly requires the approval or concurrence of Administrative Agent shall be
effective without the written concurrence of Administrative Agent, (v) no
amendment, modification, termination or waiver of any provision

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of subsection 2.4 that has the effect of changing any interim scheduled
payments, voluntary or mandatory prepayments, or Commitment reductions
applicable to a Class in a manner that disproportionately disadvantages such
Class relative to any other Class shall be effective without the written
concurrence of Requisite Class Lenders of such affected Class (it being
understood and agreed that any amendment, modification, termination or waiver of
any such provision which only postpones or reduces any interim scheduled
payment, voluntary or mandatory prepayment, or Commitment reduction from those
set forth in subsection 2.4 with respect to one Class but not any other Class
shall be deemed to disproportionately disadvantage such one Class but not to
disproportionately disadvantage any such other Class for purposes of this clause
(v)) and (vi) no amendment, modification, termination or waiver of subsection
10.1B(iv) shall be effective without the consent of all SPC's that have made
Loans that remain outstanding. Administrative Agent may, but shall have no
obligation to, with the concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of that Lender. Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given. No notice to or demand on Company in any case
shall entitle Company to any other or further notice or demand in similar or
other circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this subsection 10.6 shall be binding upon each
Lender at the time outstanding, each future Lender and, if signed by Company, on
Company.

         Notwithstanding the foregoing, Lenders hereby agree to the funding of
any Extended Maturity Indebtedness under this Agreement and to any amendments
and modifications to this Agreement to reflect the terms of such Extended
Maturity Indebtedness to the extent such amendments and modifications could be
approved by the action of Requisite Lenders (and not by any action required on
behalf of all Lenders). Any such amendments and modifications shall be effective
upon execution by Company, Administrative Agent and the financial institutions
providing such Extended Maturity Indebtedness.

         10.7     INDEPENDENCE OF COVENANTS.

         All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another covenant shall not avoid the occurrence of an Event
of Default or Potential Event of Default if such action is taken or condition
exists.

         10.8     NOTICES; EFFECTIVENESS OF SIGNATURES.

         Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, or sent by telefacsimile or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telefacsimile in complete and legible
form, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; provided that notices to Administrative
Agent shall not be effective until received. For the purposes hereof, the
address of each party hereto shall be as set forth under such party's name on
the signature pages hereof or (i) as to Company and

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Administrative Agent, such other address as shall be designated by such Person
in a written notice delivered to the other parties hereto and (ii) as to each
other party, such other address as shall be designated by such party in a
written notice delivered to Administrative Agent.

         Loan Documents and notices under the Loan Documents may be transmitted
and/or signed by facsimile. The effectiveness of any such documents and
signatures shall, subject to applicable law, have the same force and effect as
an original copy with manual signatures and shall be binding on all Loan
Parties, Agents and Lenders. Administrative Agent may also require that any such
documents and signature be confirmed by a manually-signed copy thereof;
provided, however, that the failure to request or deliver any such
manually-signed copy shall not affect the effectiveness of any facsimile
document or signature.

         10.9     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

                  A.       All representations, warranties and agreements made
herein shall survive the execution and delivery of this Agreement and the making
of the Loans and the issuance of the Letters of Credit hereunder.

                  B.       Notwithstanding anything in this Agreement or implied
by law to the contrary, the agreements of Company set forth in subsections 2.6D,
2.7, 3.5A, 10.2, 10.3, 10.4, 10.17 and 10.18 and the agreements of Lenders set
forth in subsections 9.2C, 9.4, 10.5 and 10.18 shall survive the payment of the
Loans, the cancellation or expiration of the Letters of Credit and the
reimbursement of any amounts drawn thereunder, and the termination of this
Agreement.

         10.10    FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

         No failure or delay on the part of an Agent or any Lender in the
exercise of any power, right or privilege hereunder or under any other Loan
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

         10.11    MARSHALLING; PAYMENTS SET ASIDE.

         Neither any Agent nor any Lender shall be under any obligation to
marshal any assets in favor of Company or any other party or against or in
payment of any or all of the Obligations. To the extent that Company makes a
payment or payments to Administrative Agent or Lenders (or to Administrative
Agent for the benefit of Lenders), or Agents or Lenders enforce any security
interests or exercise their rights of setoff, and such payment or payments or
the proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, any other state or federal law, common law or any equitable
cause, then, to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor
or related thereto, shall be revived and

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continued in full force and effect as if such payment or payments had not been
made or such enforcement or setoff had not occurred.

         10.12    SEVERABILITY.

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

         10.13    OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

         The obligations of Lenders hereunder are several and no Lender shall be
responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders, or
Lenders and Company, as a partnership, an association, a joint venture or any
other kind of entity. The amounts payable at any time hereunder to each Lender
shall be a separate and independent debt, and each Lender shall be entitled to
protect and enforce its rights arising out of this Agreement and it shall not be
necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.

         To the extent permitted by law, Company shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with or as a result of this
Agreement (including, without limitation, subsection 2.1C hereof), any other
Loan Document, any transaction contemplated by the Loan Documents, any Loan or
the use of proceeds thereof.

         10.14    RELEASE OF SECURITY INTEREST OR GUARANTY.

         Upon the proposed sale or other disposition of any Collateral that is
permitted by this Agreement or to which Requisite Lenders have otherwise
consented, or the sale or other disposition of all of the Capital Stock of a
Subsidiary Guarantor to any Person (other than an Affiliate of Company)
permitted by this Agreement or to which Requisite Lenders have otherwise
consented, for which a Loan Party desires to obtain a security interest release
or a release of the Subsidiary Guaranty from Administrative Agent, such Loan
Party shall deliver an Officer's Certificate (i) stating that the Collateral or
the Capital Stock subject to such disposition is being sold or otherwise
disposed of in compliance with the terms hereof and (ii) specifying the
Collateral or Capital Stock being sold or otherwise disposed of in the proposed
transaction. Upon the receipt of such Officer's Certificate, Administrative
Agent shall, at such Loan Party's expense, so long as Administrative Agent (a)
has no reason to believe that the facts stated in such Officer's Certificate are
not true and correct and (b), if the sale or other disposition of such item of
Collateral or Capital Stock constitutes an Asset Sale, shall have received
evidence satisfactory to it that arrangements satisfactory to it have been made
for delivery of the Net Asset Sale Proceeds if and as required by subsection
2.4, execute and deliver such releases of its security

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interest in such Collateral or such Subsidiary Guaranty, as may be reasonably
requested by such Loan Party.

         10.15    APPLICABLE LAW.

         THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

         10.16    CONSTRUCTION OF AGREEMENT; NATURE OF RELATIONSHIP.

         Each of the parties hereto acknowledges that (i) it has been
represented by counsel in the negotiation and documentation of the terms of this
Agreement, (ii) it has had full and fair opportunity to review and revise the
terms of this Agreement, (iii) this Agreement has been drafted jointly by all of
the parties hereto, and (iv) neither Administrative Agent nor any Lender or
other Agent has any fiduciary relationship with or duty to Company arising out
of or in connection with this Agreement or any of the other Loan Documents, and
the relationship between Administrative Agent, the other Agents and Lenders, on
one hand, and Company, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor. Accordingly, each of the parties hereto
acknowledges and agrees that the terms of this Agreement shall not be construed
against or in favor of another party.

         10.17    CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

         ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

                  (I)      ACCEPTS GENERALLY AND UNCONDITIONALLY THE
         NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

                  (II)     WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

                  (III)    AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
         PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED
         MAIL, RETURN RECEIPT REQUESTED, TO COMPANY AT ITS ADDRESS PROVIDED IN
         ACCORDANCE WITH SUBSECTION 10.8;

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                  (IV)     AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE
         IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN ANY SUCH
         PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
         BINDING SERVICE IN EVERY RESPECT;

                  (V)      AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS
         IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST
         COMPANY IN THE COURTS OF ANY OTHER JURISDICTION; AND

                  (VI)     AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.17
         RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO
         THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW
         SECTION 5-1402 OR OTHERWISE.

         10.18    WAIVER OF JURY TRIAL.

         EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this transaction, including
contract claims, tort claims, breach of duty claims and all other common law and
statutory claims. Each party hereto acknowledges that this waiver is a material
inducement to enter into a business relationship, that each has already relied
on this waiver in entering into this Agreement, and that each will continue to
rely on this waiver in their related future dealings. Each party hereto further
warrants and represents that it has reviewed this waiver with its legal counsel
and that it knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 10.18 AND EXECUTED BY EACH OF
THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.

         10.19    CONFIDENTIALITY.

         Each Lender shall hold all non-public information obtained pursuant to
the requirements of this Agreement that has been identified in writing as
confidential by Company in accordance with such Lender's customary procedures
for handling confidential information of this nature, it

                                      121

<PAGE>

being understood and agreed by Company that in any event a Lender may make
disclosures (a) to its Affiliates, to an Approved Fund or to the related
investment advisor and their respective directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such information and instructed to keep such
information confidential), (b) to the extent requested by any Government Entity,
(c) to the extent required by applicable laws or regulations or by any subpoena
or similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this subsection 10.19, to (i) any Eligible Assignee of or Participant
in, or any prospective Eligible Assignee of or Participant in, any of its rights
or obligations under this Agreement or (ii) any direct or indirect contractual
counterparty or prospective counterparty (or such contractual counterparty's or
prospective counterparty's professional advisor) to any credit derivative
transaction relating to obligations of Company, (g) with the consent of Company,
(h) to the extent such information (i) becomes publicly available other than as
a result of a breach of this subsection 10.19 or (ii) becomes available to
Administrative Agent or any Lender on a nonconfidential basis from a source
other than Company or (i) to the NAIC or any other similar organization or any
nationally recognized rating agency that requires access to information about a
Lender's or its Affiliates' investment portfolio in connection with ratings
issued with respect to such Lender or its Affiliates; provided that, unless
specifically prohibited by applicable law or court order, each Lender shall
notify Company of any request by any Government Entity or representative thereof
(other than any such request in connection with any examination of the financial
condition of such Lender by such Government Entity) for disclosure of any such
non-public information prior to disclosure of such information; and provided,
further that in no event shall any Lender be obligated or required to return any
materials furnished by Company or any of its Subsidiaries. Notwithstanding
anything herein to the contrary, non-public information shall not include, and
Administrative Agent and each Lender may disclose without limitation of any
kind, any information with respect to the "tax treatment" and "tax structure"
(in each case, within the meaning of Treasury Regulation Section 1.6011-4) of
the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to Administrative Agent or
such Lender relating to such tax treatment and tax structure; provided that with
respect to any document or similar item that in either case contains information
concerning the tax treatment or tax structure of the transaction as well as
other information, this sentence shall only apply to such portions of the
document or similar item that relate to the tax treatment or tax structure of
the Loans, Letters of Credit and transactions contemplated hereby.

         10.20    COUNTERPARTS; EFFECTIVENESS.

         This Agreement and any amendments, waivers, consents or supplements
hereto or in connection herewith may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This

                                      122

<PAGE>

Agreement shall become effective upon the execution of a counterpart hereof by
each of the parties hereto.

                  [Remainder of page intentionally left blank]

                                      123

<PAGE>

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

         COMPANY:

                                   OXFORD HEALTH PLANS, INC.

                                   By: /s/ KURT B. THOMPSON
                                       --------------------
                                   Title: Executive Vice President and Chief
                                          Financial Officer

                                   Notice Address:
                                          48 Monroe Turnpike
                                          Trumbull, CT 06611
                                          Attention: Kurt B. Thompson,
                                                     Executive Vice President
                                                     and Chief Financial Officer

                                      S-1

<PAGE>

         LENDERS:

                           CREDIT SUISSE FIRST BOSTON, acting through its Cayman
                           Islands Branch, individually and as Administrative
                           Agent

                           By:    /s/ DAVID MILLER
                                  ----------------
                           Title: Managing Director

                           By:    /s/ CHRISTOPHER LALLY
                                  ---------------------
                           Title: Vice President
                           Notice Address:
                                  11 Madison Avenue, 8th Floor
                                  New York, New York 10010
                                  Attention: Agency Department Manager
                                  Facsimile: (212) 325-8304

                           Payment Instructions:
                                  Bank of New York
                                  ABA 021000018
                                  A/C Name: CSFB Agency Cayman Account
                                  A/C Number: 8900492627
                                  Reference: Oxford Health

                                      S-2

<PAGE>

                                     BANK OF AMERICA, N.A.,
                                     individually and as Syndication Agent

                                     By: /s/ JOSEPH L. CORAH
                                         -------------------
                                     Title: Principal

                                     Notice Address:
                                            100 North Tryon Street
                                              NC1-007-17-11
                                              Charlotte, NC 28255

                                     Payment Instructions:
                                             Bank of America
                                             ABA: 111000012
                                             A/C Number: 3750836479
                                             A/C Name: Corporate Credit Services
                                             Reference: Oxford Health Plans Inc.

                                     FLEET NATIONAL BANK, individually and as a
                                     Documentation Agent

                                     By:     /s/ Judi N. Agre
                                             ----------------
                                     Title:  Senior Vice President

                                     JPMORGAN CHASE BANK, individually and as a
                                     Documentation Agent

                                     By:     /s/ T. DAVID SHORT
                                             ------------------
                                     Title:  Vice President

                                     CREDIT LYONNAIS NEW YORK BRANCH

                                     By: /s/ C.U. NEIDREID
                                     Title:  Senior Vice President

                                     BANK ONE, N.A.

                                     By:  /s/ David Jurgens
                                     Title:  Director

                                     THE CIT GROUP/EQUIPMENT FINANCING,
                                     INC.

                                     By: /s/ D.H.Dobbs
                                         -------------
                                     Title:  Vice President

                                      S-3

<PAGE>

                                CREDIT AGREEMENT

                           DATED AS OF APRIL 25, 2003

                                      AMONG

                            OXFORD HEALTH PLANS, INC.
                                  AS BORROWER,

                           THE LENDERS LISTED HEREIN,
                                   AS LENDERS,

                           CREDIT SUISSE FIRST BOSTON,
                             AS ADMINISTRATIVE AGENT

                                       AND

                             BANK OF AMERICA, N.A.,
                              AS SYNDICATION AGENT

                                       AND

                               FLEET NATIONAL BANK
                                       AND
                              JPMORGAN CHASE BANK,
                          EACH AS A DOCUMENTATION AGENT

                           CREDIT SUISSE FIRST BOSTON
                                       AND
                         BANC OF AMERICA SECURITIES LLC,
                            AS JOINT LEAD ARRANGERS,
                             AND JOINT BOOK MANAGERS

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                         Page No.
                                                                                                                         --------
<S>                                                                                                                      <C>
SECTION 1.            DEFINITIONS................................................................................            1

         1.1      Certain Defined Terms..........................................................................            1

         1.2      Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.............           27

         1.3      Other Definitional Provisions and Rules of Construction........................................           28

SECTION 2.            AMOUNTS AND TERMS OF COMMITMENTS AND LOANS.................................................           28

         2.1      Commitments; Making of Loans; the Register; Notes..............................................           28

         2.2      Interest on the Loans..........................................................................           34

         2.3      Fees...........................................................................................           38

         2.4      Scheduled Payments of Term Loans; Repayments, Prepayments and
                  Reductions in Revolving Loan Commitments; General Provisions
                  Regarding Payments; Application of Proceeds of Collateral and Payments
                  After An Event of Default......................................................................           39

         2.5      Use of Proceeds................................................................................           46

         2.6      Special Provisions Governing LIBOR Loans.......................................................           46

         2.7      Increased Costs; Taxes; Capital Adequacy.......................................................           48

         2.8      Statement of Lenders; Obligation of Lenders and Issuing Lenders to Mitigate....................           53

         2.9      Replacement of a Lender........................................................................           53

SECTION 3.            LETTERS OF CREDIT..........................................................................           54

         3.1      Issuance of Letters of Credit and Lenders' Purchase of Participations Therein..................           54

         3.2      Letter of Credit Fees..........................................................................           56

         3.3      Drawings and Reimbursement of Amounts Paid Under Letters of Credit.............................           57

         3.4      Obligations Absolute...........................................................................           59

         3.5      Indemnification; Nature of Issuing Lenders' Duties.............................................           60

SECTION 4.            CONDITIONS TO LOANS AND LETTERS OF CREDIT..................................................           61

         4.1      Conditions to Term Loans and Initial Revolving Loans and Swing Line Loans......................           61

         4.2      Conditions to All Loans........................................................................           65

         4.3      Conditions to Letters of Credit................................................................           66

SECTION 5.            COMPANY'S REPRESENTATIONS AND WARRANTIES...................................................           67
</TABLE>

                                       1

<PAGE>

<TABLE>
<S>                                                                                                                         <C>
         5.1      Organization, Powers, Qualification, Good Standing, Business and Subsidiaries..................           67

         5.2      Authorization of Borrowing, etc................................................................           68

         5.3      Financial Condition............................................................................           69

         5.4      No Material Adverse Change.....................................................................           69

         5.5      Title to Properties; Liens; Real Property; Intellectual Property; Healthcare
                  Authorizations.................................................................................           70

         5.6      Litigation; Adverse Facts......................................................................           71

         5.7      Payment of Taxes...............................................................................           71

         5.8      Performance of Agreements; Materially Adverse Agreements; Material Contracts...................           71

         5.9      Governmental Regulation........................................................................           72

         5.10     Securities Activities..........................................................................           72

         5.11     Employee Benefit Plans.........................................................................           72

         5.12     Certain Fees...................................................................................           73

         5.13     Environmental Protection.......................................................................           73

         5.14     Employee Matters...............................................................................           74

         5.15     Solvency.......................................................................................           74

         5.16     Matters Relating to Collateral.................................................................           74

         5.17     Disclosure.....................................................................................           75

         5.18     Fraud and Abuse................................................................................           75

         5.19     Reimbursement..................................................................................           76

         5.20     Subordinated Indebtedness......................................................................           76

         5.21     Tax Shelter Regulations........................................................................           76

SECTION 6.            COMPANY'S AFFIRMATIVE COVENANTS............................................................           77

         6.1      Financial Statements and Other Reports.........................................................           77

         6.2      Existence, etc.................................................................................           82

         6.3      Payment of Taxes and Claims; Tax...............................................................           83

         6.4      Maintenance of Properties; Insurance...........................................................           83

         6.5      Inspection Rights; Lender Meeting..............................................................           84

         6.6      Compliance With Laws, etc......................................................................           84

         6.7      Environmental Matters..........................................................................           84

         6.8      Execution of Subsidiary Guaranty and Personal Property Collateral
                  Documents After the Closing Date ..............................................................           86
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                        <C>
SECTION 7.            COMPANY'S NEGATIVE COVENANTS...............................................................           87

         7.1      Indebtedness...................................................................................           87

         7.2      Liens and Related Matters......................................................................           89

         7.3      Investments; Acquisitions......................................................................           90

         7.4      Contingent Obligations.........................................................................           92

         7.5      Restricted Junior Payments.....................................................................           93

         7.6      Financial Covenants............................................................................           93

         7.7      Restriction on Fundamental Changes; Asset Sales................................................           94

         7.8      Consolidated Capital Expenditures..............................................................           95

         7.9      Transactions with Shareholders and Affiliates..................................................           95

         7.10     Sales and Lease-Backs..........................................................................           96

         7.11     Conduct of Business............................................................................           96

         7.12     Amendments of Documents Relating to Permitted Indebtedness and
                  Subordinated Indebtedness...... ...............................................................           96

         7.13     Fiscal Year....................................................................................           97

         7.14     Securities Litigation Settlement Payment.......................................................           97

SECTION 8.            EVENTS OF DEFAULT..........................................................................           97

         8.1      Failure to Make Payments When Due..............................................................           97

         8.2      Default in Other Agreements....................................................................           97

         8.3      Breach of Certain Covenants....................................................................           98

         8.4      Breach of Warranty.............................................................................           98

         8.5      Other Defaults Under Loan Documents............................................................           98

         8.6      Involuntary Bankruptcy; Appointment of Receiver, etc...........................................           98

         8.7      Voluntary Bankruptcy; Appointment of Receiver, etc.............................................           99

         8.8      Judgments and Attachments......................................................................          100

         8.9      Dissolution....................................................................................          100

         8.10     Employee Benefit Plans.........................................................................          100

         8.11     Invalidity of Subsidiary Guaranty; Failure of Security; Repudiation of
                  Obligations........... ........................................................................          100

SECTION 9.            ADMINISTRATIVE AGENT.......................................................................          101

         9.1      Appointment....................................................................................          101

         9.2      Powers and Duties; General Immunity............................................................          103
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                                        <C>
         9.3      Independent Investigation by Lenders; No Responsibility for Appraisal of
                  Creditworthiness...............................................................................          104

         9.4      Right to Indemnity.............................................................................          104

         9.5      Successor Administrative Agent and Swing Line Lender...........................................          105

         9.6      Collateral Documents and Guaranties............................................................          105

         9.7      Duties of Other Agents.........................................................................          106

         9.8      Administrative Agent May File Proofs of Claim..................................................          106

SECTION 10.           MISCELLANEOUS..............................................................................          107

         10.1     Successors and Assigns; Assignments and Participations in Loans and
                  Letters of Credit........ .....................................................................          107

         10.2     Expenses.......................................................................................          113

         10.3     Indemnity......................................................................................          114

         10.4     Set-Off; Security Interest in Deposit Accounts.................................................          114

         10.5     Ratable Sharing................................................................................          115

         10.6     Amendments and Waivers.........................................................................          116

         10.7     Independence of Covenants......................................................................          117

         10.8     Notices; Effectiveness of Signatures...........................................................          117

         10.9     Survival of Representations, Warranties and Agreements.........................................          118

         10.10    Failure or Indulgence Not Waiver; Remedies Cumulative..........................................          118

         10.11    Marshalling; Payments Set Aside................................................................          118

         10.12    Severability...................................................................................          119

         10.13    Obligations Several; Independent Nature of Lenders' Rights.....................................          119

         10.14    Release of Security Interest or Guaranty.......................................................          119

         10.15    Applicable Law.................................................................................          120

         10.16    Construction of Agreement; Nature of Relationship..............................................          120

         10.17    Consent to Jurisdiction and Service of Process.................................................          120

         10.18    Waiver of Jury Trial...........................................................................          121

         10.19    Confidentiality................................................................................          121

         10.20    Counterparts; Effectiveness....................................................................          122

Signature pages .................................................................................................          S-1
</TABLE>

                                       iv

<PAGE>

                                    EXHIBITS

                  I         FORM OF NOTICE OF BORROWING

                  II        FORM OF NOTICE OF CONVERSION/CONTINUATION

                  III       FORM OF REQUEST FOR ISSUANCE

                  IV        FORM OF TERM NOTE

                  V         FORM OF REVOLVING NOTE

                  VI        FORM OF SWING LINE NOTE

                  VII       FORM OF COMPLIANCE CERTIFICATE

                  VIII-A    FORM OF OPINION OF SULLIVAN & CROMWELL LLP

                  VIII-B    FORM OF OPINION OF GENERAL COUNSEL OF COMPANY

                  VIII-C    FORM OF OPINION OF CONNECTICUT COUNSEL OF COMPANY

                  IX        FORM OF OPINION OF O'MELVENY & MYERS LLP

                  X         FORM OF ASSIGNMENT AGREEMENT

                  XI        FORM OF SUBSIDIARY GUARANTY

                  XII       FORM OF SECURITY AGREEMENT

                                       v

<PAGE>

                                    SCHEDULES

                  4.1C     CORPORATE AND CAPITAL STRUCTURE; OWNERSHIP;
                           MANAGEMENT

                  5.1      SUBSIDIARIES OF COMPANY

                  5.5B     REAL PROPERTY

                  5.5C     INTELLECTUAL PROPERTY

                  5.6      LITIGATION

                  5.8      MATERIAL CONTRACTS

                  5.11     CERTAIN EMPLOYEE BENEFIT PLANS

                  5.13     ENVIRONMENTAL MATTERS

                  7.1      CERTAIN EXISTING INDEBTEDNESS

                  7.2      CERTAIN EXISTING LIENS

                  7.3      CERTAIN EXISTING INVESTMENTS

                  7.4      CERTAIN EXISTING CONTINGENT OBLIGATIONS

                                       vi

<PAGE>

                                    EXHIBIT I

                          [FORM OF NOTICE OF BORROWING]

                               NOTICE OF BORROWING

                  Pursuant to that certain Credit Agreement dated as of April
25, 2003, as amended, supplemented or otherwise modified to the date hereof
(said Credit Agreement, as so amended, supplemented or otherwise modified, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined), by and among OXFORD HEALTH PLANS,
INC., a Delaware corporation ("COMPANY"), the financial institutions listed
therein as Lenders ("LENDERS"), CREDIT SUISSE FIRST BOSTON ("CSFB"), as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT"), BANK OF
AMERICA, N.A., as syndication agent for Lenders (in such capacity, "SYNDICATION
AGENT"), and FLEET NATIONAL BANK and JPMORGAN CHASE BANK, each as a
documentation agent for Lenders (collectively, in such capacity, the
"DOCUMENTATION AGENT"), this represents Company's request to borrow as follows:

         1.       Date of borrowing:  ___________________, _________

         2.       Amount of borrowing:  $___________________

         3.       Lender(s):            [ ] a. Lenders, in accordance with
                                               their applicable Pro Rata Shares
                                        [ ] b. Swing Line Lender

         4.       Type of Loans:        [ ] a. Term Loan
                                        [ ] b. Revolving Loan
                                        [ ] c. Swing Line Loan

         5.       Interest rate option: [ ] a. Base Rate Loan(s)
                                        [ ] b. LIBOR Loans with an initial
                                               Interest Period of ____________
                                               month(s)

         6.       The proceeds of such Loans are to be disbursed to the
                  Company's account at:

                                        Bank:        _________________________
                                        ABA No.:     _________________________
                                        Attn:        _________________________
                                        Account No.: _________________________
                                        Reference:   _________________________

                  The undersigned officer, to the best of his or her knowledge,
and Company certify that:

                                                             Notice of Borrowing

                                      I-1

<PAGE>

                  (i)      The representations and warranties contained in the
Credit Agreement and the other Loan Documents are true, correct and complete in
all material respects on and as of the date hereof to the same extent as though
made on and as of the date hereof, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date;

                  (ii)     No event has occurred and is continuing or would
result from the consummation of the borrowing contemplated hereby that would
constitute an Event of Default; and

                  (iii)    Each Loan Party has performed in all material
respects all agreements and satisfied all conditions which the Credit Agreement
provides shall be performed or satisfied by it on or before the date hereof.

DATED: ____________________                     OXFORD HEALTH PLANS, INC.

                                                By: ________________________
                                                Title: _____________________

                                                             Notice of Borrowing

                                      I-2

<PAGE>

                                   EXHIBIT II

                   [FORM OF NOTICE OF CONVERSION/CONTINUATION]

                        NOTICE OF CONVERSION/CONTINUATION

                  Pursuant to that certain Credit Agreement dated as of April
25, 2003, as amended, supplemented or otherwise modified to the date hereof
(said Credit Agreement, as so amended, supplemented or otherwise modified, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined), by and among OXFORD HEALTH PLANS,
INC., a Delaware corporation ("COMPANY"), the financial institutions listed
therein as Lenders, CREDIT SUISSE FIRST BOSTON ("CSFB"), as administrative agent
(in such capacity, "ADMINISTRATIVE AGENT"), BANK OF AMERICA, N.A., as
syndication agent for Lenders (in such capacity, "SYNDICATION AGENT"), and FLEET
NATIONAL BANK and JPMORGAN CHASE BANK, each as a documentation agent for Lenders
(collectively, in such capacity, the "DOCUMENTATION AGENT"), this represents
Company's request to convert or continue Loans as follows:

         1.       Date of conversion/continuation: __________________, _______

         2.       Amount of Loans being converted/continued: $_________________

         3.       Type of Loans being        [ ] a. Term Loans
                  converted/continued:       [ ] b. Revolving Loans

         4.       Nature of conversion/continuation:
                    [ ] a. Conversion of Base Rate Loans to LIBOR Loans
                    [ ] b. Conversion of LIBOR Loans to Base Rate Loans
                    [ ] c. Continuation of LIBOR Loans as such

         5.       If Loans are being continued as or converted to LIBOR Loans,
                  the duration of the new Interest Period that commences on the
                  conversion/ continuation date: _______________ month(s)

                  In the case of a conversion to or continuation of LIBOR Loans,
the undersigned officer, to the best of his or her knowledge, and Company
certify that no Event of Default has occurred and is continuing under the Credit
Agreement.

DATED: _____________________                        OXFORD HEALTH PLANS, INC.

                                                    By: _______________________
                                                    Title: ____________________

                                               Notice of Conversion/Continuation

                                      II-1

<PAGE>

                                   EXHIBIT III

                         [FORM OF REQUEST FOR ISSUANCE]

                              REQUEST FOR ISSUANCE

                  Pursuant to that certain Credit Agreement dated as of April
25, 2003, as amended, supplemented or otherwise modified to the date hereof
(said Credit Agreement, as so amended, supplemented or otherwise modified, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined), by and among OXFORD HEALTH PLANS,
INC., a Delaware corporation ("COMPANY"), the financial institutions listed
therein as Lenders, CREDIT SUISSE FIRST BOSTON ("CSFB"), as administrative agent
(in such capacity, "ADMINISTRATIVE AGENT"), BANK OF AMERICA, N.A., as
syndication agent for Lenders (in such capacity, "SYNDICATION AGENT"), and FLEET
NATIONAL BANK and JPMORGAN CHASE BANK, each as a documentation agent for Lenders
(collectively, in such capacity, the "DOCUMENTATION AGENT"), this represents
Company's request for the issuance of a Letter of Credit by [Administrative
Agent][name of other Lender] as follows:

         1.       Issuing Lender:       a.    Administrative Agent
                                        b.    [_______________________]

         2.       Date of issuance of Letter of Credit: _____________, ________

         3.       Type of Letter of Credit:   [ ] a. Commercial Letter of Credit

                                              [ ] b. Standby Letter of Credit

         4.       Face amount of Letter of Credit: $________________________

         5.       Expiration date of Letter of Credit: _______________, ________

         6.       Name and address of beneficiary:
                  _______________________________________________
                  _______________________________________________
                  _______________________________________________
                  _______________________________________________

         7.       Attached hereto is:
                    [ ] a. the verbatim text of such proposed Letter of Credit

                    [ ] b. a description of the proposed terms and conditions of
                           such Letter of Credit, including a precise
                           description of any documents to be presented by the
                           beneficiary which, if presented by the beneficiary
                           prior to the expiration date of such Letter of
                           Credit, would require the Issuing Lender to make
                           payment under such Letter of Credit.

                  The undersigned officer, to the best of his or her knowledge,
and Company certify that:

                                      III-1                 Request for Issuance
                                                            of Letter of Credit

<PAGE>

                  (i)      The representations and warranties contained in the
         Credit Agreement and the other Loan Documents are true, correct and
         complete in all material respects on and as of the date hereof to the
         same extent as though made on and as of the date hereof, except to the
         extent such representations and warranties specifically relate to an
         earlier date, in which case such representations and warranties were
         true, correct and complete in all material respects on and as of such
         earlier date;

                  (ii)     No event has occurred and is continuing or would
         result from the issuance of the Letter of Credit contemplated hereby
         that would constitute an Event of Default; and

                  (iii)    Each Loan Party has performed in all material
         respects all agreements and satisfied all conditions which the Credit
         Agreement provides shall be performed or satisfied by it on or before
         the date hereof.

DATED: ____________________                        OXFORD HEALTH PLANS, INC.

                                                   By: ________________________
                                                   Title: _____________________

                                      III-2                 Request for Issuance
                                                             of Letter of Credit

<PAGE>

                                   EXHIBIT IV

                               [FORM OF] TERM NOTE

                            OXFORD HEALTH PLANS, INC.

$_____________________                                       [Place of Delivery]
                                                              _________,______

                  FOR VALUE RECEIVED, OXFORD HEALTH PLANS, INC., a Delaware
corporation ("COMPANY"), promises to pay to __________________ ("PAYEE") or its
registered assigns the principal amount of _________________ ($___________). The
principal amount of this Note shall be payable on the dates and in the amounts
specified in the Credit Agreement; provided that the last such installment shall
be in an amount sufficient to repay the entire unpaid principal balance of this
Note, together with all accrued and unpaid interest thereon.

                  Company also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that
certain Credit Agreement dated as of April 25, 2003 by and among Company, the
financial institutions listed therein as Lenders, CREDIT SUISSE FIRST BOSTON, as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT"), BANK OF
AMERICA, N.A., as syndication agent for Lenders (in such capacity, "SYNDICATION
AGENT"), and FLEET NATIONAL BANK and JPMORGAN CHASE BANK, each as a
documentation agent for Lenders (collectively, in such capacity, the
"DOCUMENTATION AGENT") (said Credit Agreement, as it may be amended,
supplemented or otherwise modified from time to time, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined).

                  This Note is one of Company's "Term Notes" and is issued
pursuant to and entitled to the benefits of the Credit Agreement, to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Term Loan evidenced hereby was made and is to be
repaid.

                  All payments of principal and interest in respect of this Note
shall be made in lawful money of the United States of America in same day funds
at the Funding and Payment Office or at such other place as shall be designated
in writing for such purpose in accordance with the terms of the Credit
Agreement. Unless and until an Assignment Agreement effecting the assignment or
transfer of this Note shall have been accepted by Administrative Agent and
recorded in the Register as provided in the Credit Agreement, Company and
Administrative Agent shall be entitled to deem and treat Payee as the owner and
holder of this Note and the Loan evidenced hereby. Payee hereby agrees, by its
acceptance hereof, that before disposing of this Note or any part hereof it will
make a notation hereon of all principal payments previously made hereunder and
of the date to which interest hereon has been paid; provided, however, that the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments
of principal of or interest on this Note.

                                      IV-1                             Term Note

<PAGE>

                  Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note.

                  This Note is subject to mandatory prepayment as provided in
the Credit Agreement and to prepayment at the option of Company as provided in
the Credit Agreement.

                  THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.

                  Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued and unpaid
interest thereon, may become, or may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.

                  The terms of this Note are subject to amendment only in the
manner provided in the Credit Agreement.

                  This Note is subject to restrictions on transfer or assignment
as provided in the Credit Agreement.

                  No reference herein to the Credit Agreement and no provision
of this Note or the Credit Agreement shall alter or impair the obligations of
Company, which are absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency
herein prescribed.

                  Company promises to pay all costs and expenses, including
reasonable attorneys' fees, all as provided in the Credit Agreement, incurred in
the collection and enforcement of this Note. Company and any endorsers of this
Note hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
and notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

                                      IV-2                             Term Note

<PAGE>

                  IN WITNESS WHEREOF, Company has caused this Note to be duly
executed and delivered by its officer thereunto duly authorized as of the date
and at the place first written above.

                                          OXFORD HEALTH PLANS, INC.

                                          By: __________________________
                                          Title: ________________________

                                      IV-3                             Term Note

<PAGE>

                                    EXHIBIT V

                            [FORM OF] REVOLVING NOTE

                            OXFORD HEALTH PLANS, INC.

$_____________________                                       [Place of Delivery]
                                                               _________, ____

                  FOR VALUE RECEIVED, OXFORD HEALTH PLANS, INC., a Delaware
corporation ("COMPANY"), promises to pay to ________________ ("PAYEE") or its
registered assigns, the lesser of (x) _______________________
($____________________) and (y) the unpaid principal amount of all advances made
by Payee to Company as Revolving Loans under the Credit Agreement referred to
below. The principal amount of this Note shall be payable on the dates and in
the amounts specified in the Credit Agreement; provided that the last such
installment shall be in an amount sufficient to repay the entire unpaid
principal balance of this Note, together with all accrued and unpaid interest
thereon.

                  Company also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that
certain Credit Agreement dated as of April 25, 2003 by and among Company, the
financial institutions listed therein as Lenders, CREDIT SUISSE FIRST BOSTON, as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT"), BANK OF
AMERICA, N.A., as syndication agent for Lenders (in such capacity, "SYNDICATION
AGENT"), and FLEET NATIONAL BANK and JPMORGAN CHASE BANK, each as a
documentation agent for Lenders (collectively, in such capacity, the
"DOCUMENTATION AGENT") (said Credit Agreement, as it may be amended,
supplemented or otherwise modified from time to time, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined).

                  This Note is one of Company's "Revolving Notes" and is issued
pursuant to and entitled to the benefits of the Credit Agreement, to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Revolving Loans evidenced hereby were made and are to
be repaid.

                  All payments of principal and interest in respect of this Note
shall be made in lawful money of the United States of America in same day funds
at the Funding and Payment Office or at such other place as shall be designated
in writing for such purpose in accordance with the terms of the Credit
Agreement. Unless and until an Assignment Agreement effecting the assignment or
transfer of this Note shall have been accepted by Administrative Agent and
recorded in the Register as provided in the Credit Agreement, Company and
Administrative Agent shall be entitled to deem and treat Payee as the owner and
holder of this Note and the Loans evidenced hereby. Payee hereby agrees, by its
acceptance hereof, that before disposing of this Note or any part hereof it will
make a notation hereon of all principal payments previously made hereunder and
of the date to which interest hereon has been paid; provided, however, that the
failure to make a notation of any payment made on this Note shall not limit or
otherwise

                                      V-1                         Revolving Note

<PAGE>

affect the obligations of Company hereunder with respect to payments of
principal of or interest on this Note.

                  Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note.

                  This Note is subject to mandatory prepayment as provided in
the Credit Agreement and to prepayment at the option of Company as provided in
the Credit Agreement.

                  THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.

                  Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued and unpaid
interest thereon, may become, or may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.

                  The terms of this Note are subject to amendment only in the
manner provided in the Credit Agreement.

                  This Note is subject to restrictions on transfer or assignment
as provided in the Credit Agreement.

                  No reference herein to the Credit Agreement and no provision
of this Note or the Credit Agreement shall alter or impair the obligations of
Company, which are absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency
herein prescribed.

                  Company promises to pay all costs and expenses, including
reasonable attorneys' fees, all as provided in the Credit Agreement, incurred in
the collection and enforcement of this Note. Company and any endorsers of this
Note hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
and notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

                                      V-2                         Revolving Note

<PAGE>

                  IN WITNESS WHEREOF, Company has caused this Note to be duly
executed and delivered by its officer thereunto duly authorized as of the date
and at the place first written above.

                                          OXFORD HEALTH PLANS, INC.

                                          By: __________________________
                                          Title: _______________________

                                      V-3                         Revolving Note

<PAGE>

                                  TRANSACTIONS

                                       ON

                                 REVOLVING NOTE

<TABLE>
<CAPTION>
                                                                           Outstanding
                Type of           Amount of            Amount of            Principal
               Loan Made          Loan Made         Principal Paid           Balance           Notation
Date           This Date          This Date            This Date            This Date          Made By
----           ---------          ---------         --------------         -----------         --------
<S>            <C>                <C>               <C>                    <C>                 <C>
</TABLE>

                                      V-4                         Revolving Note

<PAGE>

                                   EXHIBIT VI

                            [FORM OF] SWING LINE NOTE

                            OXFORD HEALTH PLANS, INC.

$___________                                                 [Place of Delivery]
                                                             ________, ________

                  FOR VALUE RECEIVED, OXFORD HEALTH PLANS, INC., a Delaware
corporation ("COMPANY"), promises to pay to _______________________ ("PAYEE") or
its registered assigns, the lesser of (x) _______________________
($________________________) and (y) the unpaid principal amount of all advances
made by Payee to Company as Swing Line Loans under the Credit Agreement referred
to below. The principal amount of this Note shall be payable on the dates and in
the amounts specified in the Credit Agreement; provided that the last such
installment shall be in an amount sufficient to repay the entire unpaid
principal balance of this Note, together with all accrued and unpaid interest
thereon.

                  Company also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that
certain Credit Agreement dated as of April 25, 2003 by and among Company, the
financial institutions listed therein as Lenders, CREDIT SUISSE FIRST BOSTON, as
administrative agent (in such capacity, "ADMINISTRATIVE AGENT"), BANK OF
AMERICA, N.A., as syndication agent for Lenders (in such capacity, "SYNDICATION
AGENT"), and FLEET NATIONAL BANK and JPMORGAN CHASE BANK, each as a
documentation agent for Lenders (collectively, in such capacity, the
"DOCUMENTATION AGENT") (said Credit Agreement, as it may be amended,
supplemented or otherwise modified from time to time, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined).

                  This Note is Company's "Swing Line Note" and is issued
pursuant to and entitled to the benefits of the Credit Agreement, to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Swing Line Loans evidenced hereby were made and are
to be repaid.

                  All payments of principal and interest in respect of this Note
shall be made in lawful money of the United States of America in same day funds
at the Funding and Payment Office or at such other place as shall be designated
in writing for such purpose in accordance with the terms of the Credit
Agreement.

                  Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note.

                  This Note is subject to mandatory prepayment as provided in
the Credit Agreement and to prepayment at the option of Company as provided in
the Credit Agreement.

                                      VI-1                       Swing Line Note

<PAGE>

                  THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.

                  Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued and unpaid
interest thereon, may become, or may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.

                  The terms of this Note are subject to amendment only in the
manner provided in the Credit Agreement.

                  This Note is subject to restrictions on transfer or assignment
as provided in the Credit Agreement.

                  No reference herein to the Credit Agreement and no provision
of this Note or the Credit Agreement shall alter or impair the obligations of
Company, which are absolute and unconditional, to pay the principal of and
interest on this Note at the place, at the respective times, and in the currency
herein prescribed.

                  Company promises to pay all costs and expenses, including
reasonable attorneys' fees, all as provided in the Credit Agreement, incurred in
the collection and enforcement of this Note. Company and any endorsers of this
Note hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
and notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

               [Remainder of this page intentionally left blank.]

                                      VI-2                       Swing Line Note

<PAGE>

                  IN WITNESS WHEREOF, Company has caused this Note to be duly
executed and delivered by its officer thereunto duly authorized as of the date
and at the place first written above.

                                          OXFORD HEALTH PLANS, INC.

                                          By: __________________________
                                          Title: ________________________

                                      VI-3                       Swing Line Note

<PAGE>

                                  TRANSACTIONS

                                       ON

                                 SWING LINE NOTE

<TABLE>
<CAPTION>
                                                                       Outstanding
                      Amount of                 Amount of               Principal
                      Loan Made               Principal Paid             Balance                Notation
Date                  This Date                 This Date               This Date                Made By
----                  ---------               --------------           -----------              --------
<S>                   <C>                     <C>                      <C>                      <C>
</TABLE>

                                      VI-4                       Swing Line Note

<PAGE>

                                   EXHIBIT VII

                        [FORM OF COMPLIANCE CERTIFICATE]

                             COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFY THAT:

                  (1)      We are the duly elected [Title] and [Title] of OXFORD
HEALTH PLANS, INC., a Delaware corporation ("COMPANY");

                  (2)      We have reviewed the terms of that certain Credit
Agreement dated as of April 25, 2003, as amended, supplemented or otherwise
modified to the date hereof (said Credit Agreement, as so amended, supplemented
or otherwise modified, being the "CREDIT AGREEMENT", the terms defined therein
and not otherwise defined in this Certificate (including Attachment No. 1
annexed hereto and made a part hereof) being used in this Certificate as therein
defined), by and among Company, the financial institutions listed therein as
Lenders, CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity,
"ADMINISTRATIVE Agent"), BANK OF AMERICA, N.A., as syndication agent for Lenders
(in such capacity, "SYNDICATION AGENT"), and FLEET NATIONAL BANK and JPMORGAN
CHASE BANK, each as a documentation agent for Lenders (collectively, in such
capacity, the "DOCUMENTATION AGENT"), and the terms of the other Loan Documents,
and we have made, or have caused to be made under our supervision, a review in
reasonable detail of the transactions and condition of Company and its
Subsidiaries during the accounting period covered by the attached financial
statements; and

                  (3)      The examination described in paragraph (2) above did
not disclose, and we have no knowledge of, the existence of any condition or
event which constitutes an Event of Default or Potential Event of Default during
or at the end of the accounting period covered by the attached financial
statements or as of the date of this Certificate[, except as set forth below].

                  [Set forth [below] [in a separate attachment to this
Certificate] are all exceptions to paragraph (3) above listing, in detail, the
nature of the condition or event, the period during which it has existed and the
action which Company has taken, is taking, or proposes to take with respect to
each such condition or event:

_______________________________________________________________________________]

                                      VII-1               Compliance Certificate

<PAGE>

                  The foregoing certifications, together with the computations
set forth in Attachment No. 1 annexed hereto and made a part hereof and the
financial statements delivered with this Certificate in support hereof, are made
and delivered this __________ day of _____________, ____ pursuant to subsection
6.1(iv) of the Credit Agreement.

                                          OXFORD HEALTH PLANS, INC.

                                          By: __________________________
                                          Title: _______________________

                                          By: __________________________
                                          Title: _______________________

                                     VII-2                Compliance Certificate

<PAGE>

                                ATTACHMENT NO. 1

                            TO COMPLIANCE CERTIFICATE

                  This Attachment No. 1 is attached to and made a part of a
Compliance Certificate dated as of ____________, ____ and pertains to the period
from ____________, ____ to ____________, ____. Subsection references herein
relate to subsections of the Credit Agreement.

<TABLE>
<S>                                                                                     <C>
A.       INDEBTEDNESS

         1.       Indebtedness of Regulated Subsidiaries in respect of
                  Capital Leases, Purchase Money Obligations or similar
                  financing transactions permitted under subsection 7.1(iii):           $_____________

         2.       Maximum permitted under subsection 7.1(iii):                          $   50,000,000

         3.       Permitted Indebtedness under subsection 7.1(vi):                      $_____________

         4.       Amount of Term Loans outstanding:                                     $_____________

         5.       Amount of Extended Maturity Indebtedness outstanding:                 $_____________

         6.       Maximum amount of Permitted Indebtedness under
                  subsection 7.1(vi) ($600,000,000 - A.4 - A.5)                         $_____________

         7.       Indebtedness permitted under subsection 7.1(vii):                     $_____________

         8.       Maximum permitted under subsection 7.1(vii):                          $   10,000,000

         9.       Assumed Indebtedness permitted under
                  subsection 7.1(viii):                                                 $_____________

         10.      Maximum permitted under subsection 7.1(viii):                         $    5,000,000

         11.      Other Indebtedness permitted under subsection 7.1(ix):                $_____________

         12.      Other Contingent Obligations permitted under
                  subsection 7.4(viii) (D.3):                                           $_____________

         13.      Permitted other Indebtedness and other Contingent
                  Obligations (A.11 + A.12):                                            $_____________

         14.      Maximum other Indebtedness and other Contingent
                  Obligations permitted under subsection 7.1(ix):                       $    5,000,000

B.       LIENS

         1.       Indebtedness secured by Liens permitted under
                  subsection 7.2A(iv):                                                  $_____________

         2.       Maximum permitted under subsection 7.2A(iv):                          $    5,000,000

         3.       Other Indebtedness secured by Liens permitted under
                  subsection 7.2A(vi):                                                  $_____________

         4.       Maximum permitted under subsection 7.2A(vi):                          $    5,000,000
</TABLE>

                                     VII-3                Compliance Certificate

<PAGE>

<TABLE>
<S>                                                                                     <C>
C.       INVESTMENTS

         1.       Consideration paid in Permitted Acquisitions
                  under subsection 7.3(vi):                                             $_____________

         2.       Assumed Indebtedness permitted under subsection
                  7.1(viii) (A.9):                                                      $_____________

         3.       Consideration paid in Permitted Acquisitions and
                  assumed Indebtedness (C.1 + C.2):                                     $_____________

         4.       Maximum permitted under subsection 7.3(vi):                           $  100,000,000

         [NOTE    No need to calculate Available Cash unless aggregate
                  consideration of Permitted Acquisition(s) exceeds $100,000,000]

         5.       Investments described in subsection 7.3(i) at Company
                  and Subsidiary Guarantors (excluding any cash on hand
                  at a Regulated Subsidiary of Company) after giving effect
                  to transaction (   /   /   ) [insert date]:                           $_____________

         6.       Amount of next four payments required to be made
                  in respect of Loans under subsection 2.4A:                            $_____________

         7.       Available Cash (C.5 - $75,000,000 - C.6):                             $_____________

         6.       Available Cash after giving effect to Permitted Acquisition:          $_____________

         9.       Minimum Available Cash after giving effect to
                  Permitted Acquisition:                                                $         1.00

         10.      Other Investments permitted under subsection 7.3(vii):                $_____________

         11.      Available Cash (C.7):                                                 $_____________

         14.      Available Cash after giving effect to other Investments
                  permitted under subsection 7.3(vii):                                  $_____________

         15.      Minimum Available Cash after giving effect to other
                  Investments permitted under subsection 7.3(vii):                      $         1.00

D.       CONTINGENT OBLIGATIONS

         1.       Contingent Obligations under guarantees of
                  obligations of suppliers, customers, franchisees
                  and licensees permitted under subsection 7.4(v):                      $_____________

         2.       Maximum permitted under subsection 7.4(v):                            $    5,000,000

         3.       Other Contingent Obligations permitted under subsection
                  7.4(viii) (A.12):                                                     $_____________

         4.       Permitted other Indebtedness and other Contingent
                  Obligations (A.13):                                                   $_____________

         5.       Maximum Other Indebtedness and Other Contingent
                  Obligations permitted under subsection 7.4(viii):                     $    5,000,000
</TABLE>

                                     VII-4                Compliance Certificate

<PAGE>

<TABLE>
<S>                                                                                     <C>
E.       RESTRICTED JUNIOR PAYMENTS

         1.       Restricted Junior Payments made pursuant to subsection
                  7.5 during period:                                                    $_____________

         2.       Available Cash (C.7):                                                 $_____________

         3.       Available Cash after giving effect to Restricted Junior
                  Payment:                                                              $_____________

         4.       Minimum Available Cash after giving effect to
                  Restricted Junior Payment:                                            $         1.00

F.       MINIMUM INTEREST COVERAGE RATIO (for the four-Fiscal Quarter
         period ending _____________, ____)

         1.       Consolidated Net Income:                                              $_____________

         2.       Consolidated Interest Expense:                                        $_____________

         3.       Amount of provisions for taxes based on income:                       $_____________

         4.       Amount of total depreciation expense:                                 $_____________

         5.       Amount of total amortization expense:                                 $_____________

         6.       Amount of charges relating to securities litigation,
                  including reserves for legal expenses, involving Company
                  not to exceed $196,300,000:                                           $_____________

                  [Note: list amount, but if such amount is greater than
                  $196,300,000, list $196,300,000]

         7.       Charges in connection with termination of a contract with
                  Computer Sciences Corporation not to exceed
                  $15,500,000:                                                          $_____________

                  [Note: list amount, but if such amount is greater than
                  $15,500,000, list $15,500,000]

         8.       Non-recurring and extraordinary items, but only, in the
                  cases of F.2 through F.7, to the extent deducted in the
                  Calculation of Consolidated Net Income:                               $_____________

         9.       Investments and other income, net:                                    $_____________

         10.      Recoveries of amounts set forth F.6 that were added
                  to Consolidated Net Income
                  to determine Consolidated EBITDA for a prior period :                 $_____________

         11.      Non-recurring and extraordinary items added in the
                  Calculation of Consolidated Net Income:                               $_____________

         12.      Consolidated EBITDA (F.1 + F.2 + F.3 + F.4 + F.5 + F.6
                  F.6 + F.7 + F.8 - F.9 - F.10 - F.11):                                 $_____________

         13.      Consolidated Interest Expense (F.2):                                  $_____________

         14.      Amount of any interest expense not payable in Cash:                   $_____________

         15.      Consolidated Cash Interest Expense (F.13 - F.14):                     $_____________
</TABLE>

                                     VII-5                Compliance Certificate

<PAGE>

<TABLE>
<S>                                                                                     <C>
         16.      Interest Coverage Ratio (F.12:F.15):                                       ____:1.00

         17.      Minimum ratio required under subsection 7.6A:                              5.00:1.00

G.       MAXIMUM LEVERAGE RATIO (as of _____________, ____)

         1.       Aggregate amount of all Indebtedness of Company and
                  its Subsidiaries determined on a consolidated basis:                  $_____________

         2.       Letter of Credit Usage:                                               $_____________

         3.       Face amount of outstanding letters of credit issued for
                  the benefit of Company and its Subsidiaries not issued
                  pursuant to the Credit Agreement:                                     $_____________

         4.       Consolidated Total Debt (G.1 + G.2 + G.3):                            $_____________

         5.       Available Cash (C.7):                                                 $_____________

         6.       G.4 - G.5:                                                            $_____________

         7.       Consolidated EBITDA (F.12):                                           $_____________

         8.       Consolidated Leverage Ratio (G.6:G.7):                                     ____:1.00

         9.       Maximum ratio permitted under subsection
                  7.6B:                                                                      1.40:1.00

H.       MINIMUM CONSOLIDATED NET WORTH (as of ____________, ____)

         1.       Consolidated Net Worth:                                               $_____________

         2.       Consolidated Net Income for each Fiscal Quarter
                  ending on and after December 31, 20021:                               $_____________

         3.       75% of H.2:                                                           $_____________

         4.       Net proceeds of proceeds of equity Securities                         $_____________

         5.       75% of H.4:                                                           $_____________

         6.       Aggregate amount of repurchases of Company common
                  stock permitted by subsection 7.5, including such
                  repurchases for the period between December 31, 2002
                  and the Closing Date:                                                 $_____________

         7.       Minimum required Consolidated Net Worth under
                  subsection 7.6C ($425,000,000 + H.3 + H.5 - H.6):                     $_____________
</TABLE>

-------------------------------
(1) If Consolidated Net Income for any Fiscal Quarter is negative, for purposes
of this calculation, Consolidated Net Income for such quarter equals zero.

                                     VII-6                Compliance Certificate

<PAGE>

<TABLE>
<S>                                                                                     <C>
I.       CAPITAL REQUIREMENT FOR PRINCIPAL SUBSIDIARIES

         [NOTE        To be calculated for each Principal Subsidiary]

         1.       Amount of capital:                                                    $_____________

         2.       100% of Company Action Level Risk-based Capital:                      $_____________

         3.       100% of the requirements of statutory capital:                        $_____________

         4.       Minimum required capital under subsection 7.6D
                  (the greater of I.2 and I.3):                                         $_____________

J.       FUNDAMENTAL CHANGES

         1.       Aggregate fair market value of assets sold in any one
                  or more Asset Sales after Closing Date in one or more
                  transactions permitted under subsection 7.7(iv):                      $_____________

         2.       Maximum permitted under subsection 7.7(iv):                           $    2,000,000

K.       CONSOLIDATED CAPITAL EXPENDITURES

         1.       Consolidated Capital Expenditures for Fiscal
                  Year-to-date:                                                         $_____________

         2.       Amount of Consolidated Capital Expenditures
                  permitted under subsection 7.8 for Fiscal Year:                       $   60,000,000

         3.       Consolidated Capital Expenditures for prior
                  Fiscal Year:                                                          $_____________

         4.       Excess of permitted Consolidated Capital Expenditures
                  over actual Consolidated Capital Expenditures
                  ($60,000,000 - K.3) for prior Fiscal Year:                            $_____________

         5.       Permitted carry-forward (lesser of $12,000,000 or K.4):               $_____________

         6.       Maximum Consolidated Capital Expenditures
                  Amount (K.2 + K.5):                                                   $_____________
</TABLE>

                                     VII-7                Compliance Certificate

<PAGE>

                                 EXHIBIT VIII-A

                  [FORM OF OPINION OF SULLIVAN & CROMWELL LLP]

                                    [To Come]

<PAGE>

                                 EXHIBIT VIII-B
                 [FORM OF OPINION OF GENERAL COUNSEL OF COMPANY]

                                    [To Come]

<PAGE>

                                 EXHIBIT VIII-C
                    [FORM OF OPINION OF ROBINSON & COLE LLP]

                                    [To Come]

<PAGE>

                                   EXHIBIT IX

                   [FORM OF OPINION OF O'MELVENY & MYERS LLP]

                               [O'M&M Letterhead]

                                 April __, 2003

                                                                     185,550-029

Credit Suisse First Boston
11 Madison Avenue, 8th Floor
New York, New York 10010
Attention: Department Manager
Facsimile: (212) 325-8304

              and

The Lenders Party to the Credit
  Agreement Referenced Below

         Re:   Loans to Oxford Health Plans, Inc.

Ladies and Gentlemen:

                  We have acted as counsel to Credit Suisse First Boston, as
Administrative Agent (in such capacity, "ADMINISTRATIVE AGENT"), in connection
with the preparation and delivery of a Credit Agreement dated as of April __,
2003 (the "Credit Agreement") among Oxford Health Plans, Inc., a Delaware
corporation ("COMPANY"), the financial institutions listed therein as lenders,
and Administrative Agent and in connection with the preparation and delivery of
certain related documents.

                  We have participated in various conferences with
representatives of Company and Administrative Agent and conferences and
telephone calls with Daniel Gregoire, Company's General Counsel, Sullivan &
Cromwell LLP, special counsel to Company, Robinson & Cole LLP, Connecticut
counsel to the Company, and with your representatives, during which the Credit
Agreement and related matters have been discussed, and we have also participated
in the meeting held on the date hereof (the "Closing") incident to the funding
of the initial loans made under the Credit Agreement. We have reviewed the forms
of the Credit Agreement and the exhibits thereto, including the forms of the
promissory notes annexed thereto (the "Notes"), and the opinions of Daniel
Gregoire, Sullivan & Cromwell LLP and Robinson & Cole LLP (the "Opinions") and
the officer's certificates and other documents delivered at the Closing. We have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals or copies and the due authority of all persons
executing the same, and we have relied as to factual matters on the documents
that we have reviewed.

<PAGE>

                  Although we have not independently considered all of the
matters covered by the Opinions to the extent necessary to enable us to express
the conclusions therein stated, we believe that the Credit Agreement and the
exhibits thereto are in substantially acceptable legal form and that the
Opinions and the officer's certificates and other documents delivered in
connection with the execution and delivery of, and as conditions to the making
of the initial loans under, the Credit Agreement and the Notes are substantially
responsive to the requirements of the Credit Agreement.

                                          Respectfully submitted,

<PAGE>

                                    EXHIBIT X

                  [FORM OF] ASSIGNMENT AND ASSUMPTION AGREEMENT

                  This Assignment and Assumption Agreement (the "Assignment") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] ("Assignor") and [Insert name of Assignee]
("Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment as if set forth herein in full.

                  For an agreed consideration, Assignor hereby irrevocably sells
and assigns to Assignee, and Assignee hereby irrevocably purchases and assumes
from Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by
Administrative Agent as contemplated below, the interest in and to Assignor's
rights and obligations under the Credit Agreement and any other documents or
instruments delivered pursuant thereto that represents the amount and percentage
interest identified below of all or a portion of Assignor's outstanding rights
and obligations under the respective facilities identified below (including, to
the extent included in any such facilities, letters of credit and swingline
loans) (the "Assigned Interest"). Such sale and assignment is without recourse
to Assignor and, except as expressly provided in this Assignment, without
representation or warranty by Assignor.

1. Assignor:  ______________________________

2. Assignee:  ______________________________ and is an Affiliate/Approved Fund

3. Borrower:  Oxford Health Plans, Inc.

4. Administrative Agent: Credit Suisse First Boston, as the administrative
   agent under the Credit Agreement

5. Credit Agreement The $450,000,000 Credit Agreement dated as of April __,
   2003 among Oxford Health Plans, Inc., the Lenders parties thereto, Credit
   Suisse First Boston, as Administrative Agent, and the other agents parties
   thereto

<PAGE>

6. Assigned Interest:

<TABLE>
<CAPTION>
                                        Aggregate
                                        Amount of                     Amount of               Percentage
                                     Commitment/Loans             Commitment/Loans           Assigned of
    Facility Assigned                for all Lenders                   Assigned           Commitment/Loans(1)
---------------------------          ----------------             ----------------        -------------------
<S>                                  <C>                          <C>                     <C>
Revolving Loan Commitment             $_____________               $_____________             __________%

Term Loan Commitment                  $_____________               $_____________             __________%
</TABLE>

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

          The terms set forth in this Assignment are hereby agreed to:

                                          ASSIGNOR
                                          [NAME OF ASSIGNOR]

                                          By: _________________________________
                                              Title:

                                          ASSIGNEE
                                          [NAME OF ASSIGNEE]

                                          By: _________________________________
                                              Title:

[Consented to and] Accepted:

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Administrative Agent

By: _________________________________
    Title:

By: _________________________________
    Title:

--------------------------------
(1) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.

<PAGE>

[Consented to:

OXFORD HEALTH PLANS, INC.]1

By: _________________________________
    Title:

---------------------------------
(1) Only to the extent no Event of Default has occurred and is continuing.

<PAGE>

                                                                         ANNEX 1

                            OXFORD HEALTH PLANS, INC.
                          $450,000,000 CREDIT AGREEMENT

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ASSUMPTION AGREEMENT

                  1.       Representations and Warranties.

                  1.1      Assignor. Assignor (a) represents and warrants that
(i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with any Credit Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document delivered pursuant thereto, other than this
Assignment (herein collectively the "Credit Documents"), or any collateral
thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Credit Document or
(iv) the performance or observance by Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Credit Document.

                  1.2      Assignee. Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement, (iii)
from and after the Effective Date, it shall be bound by the provisions of the
Credit Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to subsection 6.1 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and to purchase the Assigned
Interest on the basis of which it has made such analysis and decision, and (v)
if it is a Foreign Lender, attached to the Assignment is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement,
duly completed and executed by Assignee; and (b) agrees that (i) it will,
independently and without reliance on Administrative Agent, Assignor or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Documents are required to be performed by it as a Lender.

                  2.       Payments. From and after the Effective Date,
Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to Assignee
whether such amounts have accrued prior to or on or after

<PAGE>

                                                                               2

the Effective Date. Assignor and Assignee shall make all appropriate adjustments
in payments by Administrative Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.

                  3.       General Provisions. This Assignment shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment may be executed in any number of
counterparts, which together shall constitute one instrument. Delivery of an
executed counterpart of a signature page of this Assignment by telecopy shall be
effective as delivery of a manually executed counterpart of this Assignment.
This Assignment shall be governed by, and construed in accordance with, the law
of the State of New York.

<PAGE>

                                   EXHIBIT XI

                          [FORM OF] SUBSIDIARY GUARANTY

                  This SUBSIDIARY GUARANTY is entered into as of April __, 2003
by THE UNDERSIGNED (each a "GUARANTOR" and collectively, "GUARANTORS") in favor
of and for the benefit of CREDIT SUISSE FIRST BOSTON, as Administrative Agent
for and representative of (in such capacity herein called "GUARANTIED PARTY")
the financial institutions ("LENDERS") party to the Credit Agreement referred to
below and any Interest Rate Exchangers (as hereinafter defined), and for the
benefit of the other Beneficiaries (as hereinafter defined).

                                    RECITALS

                  A.       OXFORD HEALTH PLANS, INC., a Delaware corporation
("COMPANY"), has entered into that certain Credit Agreement dated as of April
__, 2003 with Lenders, BANK OF AMERICA, N.A., as syndication agent for Lenders,
FLEET NATIONAL BANK and JPMORGAN CHASE BANK, each as a documentation agent for
Lenders, and Guarantied Party, as Administrative Agent for Lenders (said Credit
Agreement, as it may hereafter be amended, restated, supplemented or otherwise
modified from time to time, being the "CREDIT AGREEMENT"; capitalized terms
defined therein and not otherwise defined herein being used herein as therein
defined).

                  B.       Company may from time to time enter, or may from time
to time have entered, into one or more Interest Rate Agreements (collectively,
the "LENDER INTEREST RATE AGREEMENTS") with one or more Lenders (in such
capacity, collectively, "INTEREST RATE EXCHANGERS") as permitted by the terms of
the Credit Agreement, and it is desired that the obligations of Company under
Lender Interest Rate Agreements, including the obligation of Company to make
payments thereunder in the event of early termination thereof (all such
obligations being the "INTEREST RATE OBLIGATIONS"), together with all
obligations of Company under the Credit Agreement and the other Loan Documents,
be guarantied hereunder.

                  C.       A portion of the proceeds of the Loans may be
advanced to Guarantors and thus the Guarantied Obligations (as hereinafter
defined) are being incurred for and will inure to the benefit of Guarantors
(which benefits are hereby acknowledged).

                  D.       It is a condition precedent to the making of the
initial Loans under the Credit Agreement that Company's obligations thereunder
be guarantied by Guarantors.

                  E.       Guarantors are willing irrevocably and
unconditionally to guaranty such obligations of Company.

                  NOW, THEREFORE, based upon the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce Lenders and Guarantied Party to enter into
the Credit Agreement and to make Loans and other extensions of credit thereunder
and to induce Interest Rate Exchangers to enter into the Lender Interest Rate
Agreements, Guarantors hereby agree as follows:

                                      XI-1

<PAGE>
                                                                              2

ARTICLE I. DEFINITIONS

                  SECTION 1. CERTAIN DEFINED TERMS. As used in this Guaranty,
the following terms shall have the following meanings unless the context
otherwise requires:

         "BENEFICIARIES" means Guarantied Party, Lenders and any Interest Rate
Exchangers.

         "GUARANTIED OBLIGATIONS" has the meaning assigned to that term in
subsection 2.1.

         "GUARANTY" means this Subsidiary Guaranty, as it may be amended,
restated, supplemented or otherwise modified from time to time.

         "PAYMENT IN FULL", "PAID IN FULL" or any similar term means payment in
full of the Guarantied Obligations, including all principal, interest, costs,
fees and expenses (including reasonable legal fees and expenses) of
Beneficiaries as required under the Loan Documents and the Lender Interest Rate
Agreements.

                  SECTION 2. INTERPRETATION.

                  (a) References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Guaranty unless otherwise
specifically provided.

                  (b) In the event of any conflict or inconsistency between the
terms, conditions and provisions of this Guaranty and the terms, conditions and
provisions of the Credit Agreement, the terms, conditions and provisions of this
Guaranty shall prevail.

ARTICLE II. THE GUARANTY

                  SECTION 1. GUARANTY OF THE GUARANTIED OBLIGATIONS. Subject to
the provisions of subsection 2.2(a), in order to induce Lenders to extend credit
to Company pursuant to the Credit Agreement and the entry by Interest Rate
Exchangers into the Lender Interest Rate Agreements, Guarantors jointly and
severally irrevocably and unconditionally guaranty the due and punctual payment
in full of all Guarantied Obligations when the same shall become due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section
362(a)). The term "GUARANTIED OBLIGATIONS" is used herein in its most
comprehensive sense and includes:

         (a)      any and all Obligations of Company and any and all Interest
Rate Obligations, in each case now or hereafter made, incurred or created,
whether absolute or contingent, liquidated or unliquidated, whether due or not
due, and however arising under or in connection with the Credit Agreement and
the other Loan Documents and the Lender Interest Rate Agreements, including
those arising under successive borrowing transactions under the Credit Agreement
which shall either continue the Obligations of Company or from time to time
renew them after they have been satisfied and including interest which, but for
the filing of a petition in bankruptcy with respect to Company, would have
accrued on any Guarantied Obligations, whether or not a claim is allowed against
Company for such interest in the related bankruptcy proceeding; and

                                      XI-2

<PAGE>

                                                                               3

         (b)      those expenses set forth in subsection 2.8 hereof.

                  SECTION 2. LIMITATION ON AMOUNT GUARANTIED; CONTRIBUTION BY
GUARANTORS.

         (a)      Anything contained in this Guaranty to the contrary
notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is
determined by a court of competent jurisdiction to be applicable to the
obligations of any Guarantor under this Guaranty, such obligations of such
Guarantor hereunder shall be limited to a maximum aggregate amount equal to the
largest amount that would not render its obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11
of the United States Code or any applicable provisions of comparable state law
(collectively, the "FRAUDULENT TRANSFER LAWS"), in each case after giving effect
to all other liabilities of such Guarantor, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of such Guarantor (x) in respect of intercompany indebtedness to
Company or other affiliates of Company to the extent that such indebtedness
would be discharged in an amount equal to the amount paid by such Guarantor
hereunder and (y) under any guaranty of Subordinated Indebtedness which guaranty
contains a limitation as to maximum amount similar to that set forth in this
subsection 2.2(a), pursuant to which the liability of such Guarantor hereunder
is included in the liabilities taken into account in determining such maximum
amount) and after giving effect as assets to the value (as determined under the
applicable provisions of the Fraudulent Transfer Laws) of any rights to
subrogation, reimbursement, indemnification or contribution of such Guarantor
pursuant to applicable law or pursuant to the terms of any agreement (including
any such right of contribution under subsection 2.2(b)).

         (b)      Guarantors under this Guaranty together desire to allocate
among themselves, in a fair and equitable manner, their obligations arising
under this Guaranty. Accordingly, in the event any payment or distribution is
made on any date by a Guarantor under this Guaranty, that Guarantor shall be
entitled to a contribution from each of the other Guarantors in the maximum
amount permitted by law so as to maximize the aggregate amount of the Guarantied
Obligations paid to Beneficiaries.

                  SECTION 3. PAYMENT BY GUARANTORS; APPLICATION OF PAYMENTS.
Subject to the provisions of subsection 2.2(a), Guarantors hereby jointly and
severally agree, in furtherance of the foregoing and not in limitation of any
other right which any Beneficiary may have at law or in equity against any
Guarantor by virtue hereof, that upon the failure of Company to pay any of the
Guarantied Obligations when and as the same shall become due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)),
Guarantors will upon demand pay, or cause to be paid, in cash, to Guarantied
Party for the ratable benefit of Beneficiaries, an amount equal to the sum of
the unpaid principal amount of all Guarantied Obligations then due as aforesaid,
accrued and unpaid interest on such Guarantied Obligations (including interest
which, but for the filing of a petition in bankruptcy with respect to Company,
would have accrued on such Guarantied Obligations, whether or not a claim is
allowed against Company for such interest in the related bankruptcy proceeding)
and all other Guarantied Obligations then owed to Beneficiaries

                                      XI-3

<PAGE>

                                                                               4

as aforesaid. All such payments shall be applied promptly from time to time by
Guarantied Party as provided in subsection 2.4D of the Credit Agreement.

                  SECTION 4.   LIABILITY OF GUARANTORS ABSOLUTE. Each Guarantor
agrees that its obligations hereunder are irrevocable, absolute, independent and
unconditional and shall not be affected by any circumstance which constitutes a
legal or equitable discharge of a guarantor or surety other than payment in full
of the Guarantied Obligations. In furtherance of the foregoing and without
limiting the generality thereof, each Guarantor agrees as follows:

         (a)      This Guaranty is a guaranty of payment when due and not of
collectibility.

         (b)      Guarantied Party may enforce this Guaranty upon the occurrence
of an Event of Default under the Credit Agreement or the occurrence of an early
termination date or similar event under any Lender Interest Rate Agreement
(either such occurrence being an "EVENT OF DEFAULT" for purposes of this
Guaranty).

         (c)      The obligations of each Guarantor hereunder are independent of
the obligations of Company under the Loan Documents or the Lender Interest Rate
Agreements and the obligations of any other guarantor (including any other
Guarantor) of the obligations of Company under the Loan Documents or the Lender
Interest Rate Agreements, and a separate action or actions may be brought and
prosecuted against such Guarantor whether or not any action is brought against
Company or any of such other guarantors and whether or not Company is joined in
any such action or actions.

         (d)      Payment by any Guarantor of a portion, but not all, of the
Guarantied Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guarantied Obligations which has
not been paid. Without limiting the generality of the foregoing, if Guarantied
Party is awarded a judgment in any suit brought to enforce any Guarantor's
covenant to pay a portion of the Guarantied Obligations, such judgment shall not
be deemed to release such Guarantor from its covenant to pay the portion of the
Guarantied Obligations that is not the subject of such suit, and such judgment
shall not, except to the extent satisfied by such Guarantor, limit, affect,
modify or abridge any other Guarantor's liability hereunder in respect of the
Guarantied Obligations.

         (e)      Any Beneficiary, upon such terms as it deems appropriate,
without notice or demand and without affecting the validity or enforceability of
this Guaranty or giving rise to any reduction, limitation, impairment, discharge
or termination of any Guarantor's liability hereunder, from time to time may (i)
renew, extend, accelerate, increase the rate of interest on, or otherwise change
the time, place, manner or terms of payment of the Guarantied Obligations, (ii)
settle, compromise, release or discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, the Guarantied Obligations or
any agreement relating thereto and/or subordinate the payment of the same to the
payment of any other obligations; (iii) request and accept other guaranties of
the Guarantied Obligations and take and hold security for the payment of this
Guaranty or the Guarantied Obligations; (iv) release, surrender, exchange,
substitute, compromise, settle, rescind, waive, alter, subordinate or modify,
with or without consideration, any security for payment of the Guarantied
Obligations, any other guaranties of the Guarantied Obligations, or any other
obligation of any Person (including any other

                                      XI-4

<PAGE>

                                                                               5

Guarantor) with respect to the Guarantied Obligations; (v) upon the occurrence
and continuance of an Event of Default, enforce and apply any security now or
hereafter held by or for the benefit of such Beneficiary in respect of this
Guaranty or the Guarantied Obligations and direct the order or manner of sale
thereof, or exercise any other right or remedy that such Beneficiary may have
against any such security, in each case as such Beneficiary in its discretion
may determine consistent with the Credit Agreement or the applicable Lender
Interest Rate Agreement and any applicable security agreement, including
foreclosure on any such security pursuant to one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable,
and even though such action operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of any Guarantor against
Company or any security for the Guarantied Obligations; and (vi) exercise any
other rights available to it under the Loan Documents or the Lender Interest
Rate Agreements.

         (f)      This Guaranty and the obligations of Guarantors hereunder
shall be valid and enforceable and shall not be subject to any reduction,
limitation, impairment, discharge or termination for any reason (other than
payment in full of the Guarantied Obligations), including the occurrence of any
of the following, whether or not any Guarantor shall have had notice or
knowledge of any of them: (i) any failure or omission to assert or enforce or
agreement or election not to assert or enforce, or the stay or enjoining, by
order of court, by operation of law or otherwise, of the exercise or enforcement
of, any claim or demand or any right, power or remedy (whether arising under the
Loan Documents or the Lender Interest Rate Agreements, at law, in equity or
otherwise) with respect to the Guarantied Obligations or any agreement relating
thereto, or with respect to any other guaranty of or security for the payment of
the Guarantied Obligations; (ii) any rescission, waiver, amendment or
modification of, or any consent to departure from, any of the terms or
provisions (including provisions relating to events of default) of the Credit
Agreement, any of the other Loan Documents, any of the Lender Interest Rate
Agreements or any agreement or instrument executed pursuant thereto, or of any
other guaranty or security for the Guarantied Obligations, in each case whether
or not in accordance with the terms of the Credit Agreement or such Loan
Document, such Lender Interest Rate Agreement or any agreement relating to such
other guaranty or security except to the extent the Guarantied Obligations are
modified as a result thereof; (iii) the Guarantied Obligations, or any agreement
relating thereto, at any time being found to be illegal, invalid or
unenforceable in any respect; (iv) the application of payments received from any
source to the payment of indebtedness other than the Guarantied Obligations,
even though any Beneficiary might have elected to apply such payment to any part
or all of the Guarantied Obligations; (v) any Beneficiary's consent to the
change, reorganization or termination of the corporate structure or existence of
Company or any of its Subsidiaries and to any corresponding restructuring of the
Guarantied Obligations; (vi) any failure to perfect or continue perfection of a
security interest in any collateral which secures any of the Guarantied
Obligations; (vii) any defenses, set-offs or counterclaims which Company may
allege or assert against any Beneficiary in respect of the Guarantied
Obligations, including failure of consideration, breach of warranty, payment,
statute of frauds, statute of limitations, accord and satisfaction and usury
(other than a defense that the Guarantied Obligations are not due pursuant to
the express terms of the Credit Agreement and the other Loan Documents); and
(viii) any other act or thing or omission, or delay to do any other act or
thing, which may or might in any manner or to any extent vary the risk of any
Guarantor as an obligor in respect of the Guarantied Obligations.

                                      XI-5

<PAGE>

                                                                               6

                  SECTION 5. WAIVERS BY GUARANTORS. Each Guarantor hereby
waives, for the benefit of Beneficiaries:

         (a)      any right to require any Beneficiary, as a condition of
payment or performance by such Guarantor, to (i) proceed against Company, any
other guarantor (including any other Guarantor) of the Guarantied Obligations or
any other Person, (ii) proceed against or exhaust any security held from
Company, any such other guarantor or any other Person, (iii) proceed against or
have resort to any balance of any deposit account or credit on the books of any
Beneficiary in favor of Company or any other Person, or (iv) pursue any other
remedy in the power of any Beneficiary whatsoever;

         (b)      any defense arising by reason of the incapacity, lack of
authority or any disability or other similar defense of Company including any
defense based on or arising out of the lack of validity or the unenforceability
of the Guarantied Obligations or any agreement or instrument relating thereto or
by reason of the cessation of the liability of Company from any cause other than
payment in full of the Guarantied Obligations;

         (c)      any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal;

         (d)      any defense based upon any Beneficiary's errors or omissions
in the administration of the Guarantied Obligations, except behavior which
amounts to bad faith, gross negligence or willful misconduct;

         (e)      (i) any principles or provisions of law, statutory or
otherwise, which are or might be in conflict with the terms of this Guaranty and
any legal or equitable discharge of such Guarantor's obligations hereunder, (ii)
any rights to set-offs, recoupments and counterclaims, and (iii) promptness,
diligence and any requirement that any Beneficiary protect, secure, perfect or
insure any security interest or lien or any property subject thereto;

         (f)      notices, demands, presentments, protests, notices of protest,
notices of dishonor and notices of any action or inaction, including acceptance
of this Guaranty, notices of default under the Credit Agreement, notices of
default or early termination under any Lender Interest Rate Agreement or any
agreement or instrument related thereto, notices of any renewal, extension or
modification of the Guarantied Obligations or any agreement related thereto,
notices of any extension of credit to Company and notices of any of the matters
referred to in subsection 2.4 hereof and any right to consent to any thereof;
and

         (g)      to the fullest extent permitted by law, any defenses or
benefits that may be derived from or afforded by law which limit the liability
of or exonerate guarantors or sureties, or which may conflict with the terms of
this Guaranty.

                  SECTION 6. GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION,
ETC. Until the Guarantied Obligations shall have been paid in full and the
Commitments shall have terminated and all Letters of Credit shall have expired
or been cancelled, each Guarantor shall withhold exercise of (a) any claim,
right or remedy, direct or indirect, that such Guarantor now has or may
hereafter have against Company or any of its assets in connection with this
Guaranty

                                      XI-6

<PAGE>

                                                                               7

or the performance by such Guarantor of its obligations hereunder, in each case
whether such claim, right or remedy arises in equity, under contract, by
statute, under common law or otherwise and including without limitation (i) any
right of subrogation, reimbursement or indemnification that such Guarantor now
has or may hereafter have against Company, (ii) any right to enforce, or to
participate in, any claim, right or remedy that any Beneficiary now has or may
hereafter have against Company, and (iii) any benefit of, and any right to
participate in, any collateral or security now or hereafter held by any
Beneficiary and (b) any right of contribution such Guarantor now has or may
hereafter have against any other guarantor of any of the Guarantied Obligations.
Each Guarantor further agrees that, to the extent the agreement to withhold the
exercise of its rights of subrogation, reimbursement, indemnification and
contribution as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any rights of subrogation, reimbursement
or indemnification such Guarantor may have against Company or against any
collateral or security, and any rights of contribution such Guarantor may have
against any such other guarantor, shall be junior and subordinate to any rights
Guarantied Party or the other Beneficiaries may have against Company, to all
right, title and interest Guarantied Party or the other Beneficiaries may have
in any such collateral or security, and to any right Guarantied Party or the
other Beneficiaries may have against such other guarantor.

                  SECTION 7. SUBORDINATION OF OTHER OBLIGATIONS. Any
indebtedness of Company now or hereafter held by any Guarantor is subordinated
in right of payment to the Guarantied Obligations, and any such indebtedness of
Company to a Guarantor collected or received by such Guarantor after an Event of
Default has occurred and is continuing, and any amount paid to a Guarantor on
account of any subrogation, reimbursement, indemnification or contribution
rights referred to in the preceding paragraph when all Guarantied Obligations
have not been paid in full, shall be held in trust for Guarantied Party on
behalf of Beneficiaries and shall forthwith be paid over to Guarantied Party for
the benefit of Beneficiaries to be credited and applied against the Guarantied
Obligations.

                  SECTION 8. EXPENSES. Guarantors jointly and severally agree to
pay, or cause to be paid, on demand, and to save Beneficiaries harmless against
liability for, any and all costs and expenses (including reasonable fees and
disbursements of counsel) incurred or expended by any Beneficiary in connection
with the enforcement of or preservation of any rights under this Guaranty.

                  SECTION 9. CONTINUING GUARANTY. This Guaranty is a continuing
guaranty and shall remain in effect until all of the Guarantied Obligations
shall have been paid in full and the Commitments shall have terminated and all
Letters of Credit shall have expired or been cancelled. Each Guarantor hereby
irrevocably waives any right to revoke this Guaranty as to future transactions
giving rise to any Guarantied Obligations.

                  SECTION 10. AUTHORITY OF GUARANTORS OR COMPANY. It is not
necessary for any Beneficiary to inquire into the capacity or powers of any
Guarantor or Company or the officers, directors or any agents acting or
purporting to act on behalf of any of them.

                                      XI-7

<PAGE>

                                                                               8

                  SECTION 11. FINANCIAL CONDITION OF COMPANY. Any Loans may be
granted to Company or continued from time to time, and any Lender Interest Rate
Agreements may be entered into from time to time, in each case without notice to
or authorization from any Guarantor regardless of the financial or other
condition of Company at the time of any such grant or continuation or at the
time such Lender Interest Rate Agreement is entered into, as the case may be. No
Beneficiary shall have any obligation to disclose or discuss with any Guarantor
its assessment, or any Guarantor's assessment, of the financial condition of
Company. Each Guarantor has adequate means to obtain information from Company on
a continuing basis concerning the financial condition of Company and its ability
to perform its obligations under the Loan Documents and the Lender Interest Rate
Agreements, and each Guarantor assumes the responsibility for being and keeping
informed of the financial condition of Company and of all circumstances bearing
upon the risk of nonpayment of the Guarantied Obligations. Each Guarantor hereby
waives and relinquishes any duty on the part of any Beneficiary to disclose any
matter, fact or thing relating to the business, operations or conditions of
Company now known or hereafter known by any Beneficiary.

                  SECTION 12. RIGHTS CUMULATIVE. The rights, powers and remedies
given to Beneficiaries by this Guaranty are cumulative and shall be in addition
to and independent of all rights, powers and remedies given to Beneficiaries by
virtue of any statute or rule of law or in any of the other Loan Documents, any
of the Lender Interest Rate Agreements or any agreement between any Guarantor
and any Beneficiary or Beneficiaries or between Company and any Beneficiary or
Beneficiaries. Any forbearance or failure to exercise, and any delay by any
Beneficiary in exercising, any right, power or remedy hereunder shall not impair
any such right, power or remedy or be construed to be a waiver thereof, nor
shall it preclude the further exercise of any such right, power or remedy.

                  SECTION 13. BANKRUPTCY; POST-PETITION INTEREST; REINSTATEMENT
OF GUARANTY.

         (a)      So long as any Guarantied Obligations remain outstanding, no
Guarantor shall, without the prior written consent of Guarantied Party acting
pursuant to the instructions of Requisite Obligees (as defined in subsection
4.14), commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency proceedings of or against Company. The obligations
of Guarantors under this Guaranty shall not be reduced, limited, impaired,
discharged, deferred, suspended or terminated by any proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership, reorganization,
liquidation or arrangement of Company or by any defense which Company may have
by reason of the order, decree or decision of any court or administrative body
resulting from any such proceeding.

         (b)      Each Guarantor acknowledges and agrees that any interest on
any portion of the Guarantied Obligations which accrues after the commencement
of any proceeding referred to in clause (a) above (or, if interest on any
portion of the Guarantied Obligations ceases to accrue by operation of law by
reason of the commencement of said proceeding, such interest as would have
accrued on such portion of the Guarantied Obligations if said proceedings had
not been commenced) shall be included in the Guarantied Obligations because it
is the intention of Guarantors and Beneficiaries that the Guarantied Obligations
which are guarantied by Guarantors pursuant to this Guaranty should be
determined without regard to any rule of law or

                                      XI-8

<PAGE>

                                                                               9

order which may relieve Company of any portion of such Guarantied Obligations.
Guarantors will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person to pay
Guarantied Party, or allow the claim of Guarantied Party in respect of, any such
interest accruing after the date on which such proceeding is commenced.

         (c)      In the event that all or any portion of the Guarantied
Obligations are paid by Company, the obligations of Guarantors hereunder shall
continue and remain in full force and effect or be reinstated, as the case may
be, in the event that all or any part of such payment(s) are rescinded or
recovered directly or indirectly from any Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments which are so rescinded
or recovered shall constitute Guarantied Obligations for all purposes under this
Guaranty.

                  SECTION 14. SET OFF. In addition to any other rights any
Beneficiary may have under law or in equity, if any amount shall be due and
owing by any Guarantor to any Beneficiary under this Guaranty at any time an
Event of Default has occurred and is continuing, such Beneficiary is authorized
at any time or from time to time, without notice (any such notice being hereby
expressly waived), to set off and to appropriate and to apply any and all
deposits (general or special, including indebtedness evidenced by certificates
of deposit, whether matured or unmatured) and any other indebtedness of such
Beneficiary owing to such Guarantor and any other property of such Guarantor
held by any Beneficiary to or for the credit or the account of such Guarantor
against and on account of the Guarantied Obligations and liabilities of such
Guarantor to any Beneficiary under this Guaranty.

                  SECTION 15. DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR. If
all of the stock of any Guarantor or any of its successors in interest under
this Guaranty shall be sold or otherwise disposed of (including by merger or
consolidation) in an Asset Sale not prohibited by subsection 7.7 of the Credit
Agreement or otherwise consented to by Requisite Lenders, the obligations of
such Guarantor or such successor in interest, as the case may be, hereunder
shall automatically be discharged and released without any further action by any
Beneficiary or any other Person effective as of the time of such Asset Sale;
provided that, as a condition precedent to such discharge and release,
Guarantied Party shall have received evidence satisfactory to it that
arrangements satisfactory to it have been made for delivery to Guarantied Party
of the applicable Net Asset Sale Proceeds.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

                  In order to induce Beneficiaries to accept this Guaranty and
to enter into the Credit Agreement and to make the Loans thereunder, each
Guarantor hereby represents and warrants to Beneficiaries that the following
statements are true and correct:

                  SECTION 1. EXISTENCE. Such Guarantor is duly organized,
validly existing and in good standing under the laws of the state of its
incorporation or formation, has the necessary power to own its assets and to
transact the business in which it is now engaged and is duly qualified as a
foreign corporation or other business entity, as the case may be, and in good
standing under the laws of each jurisdiction where its ownership or lease of
property or the conduct of its business requires such qualification, except in
jurisdictions where the failure to be

                                      XI-9

<PAGE>

                                                                              10

so qualified or in good standing could not reasonably be expected to have a
Material Adverse Effect.

                  SECTION 2. POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Such
Guarantor has the necessary power, authority and legal right to execute, deliver
and perform this Guaranty and all obligations required hereunder and has taken
all necessary action to authorize its guaranty hereunder on the terms and
conditions hereof and its execution, delivery and performance of this Guaranty
and all obligations required hereunder. No consent of any other person
including, without limitation, stockholders or partners and creditors of such
Guarantor, and no license, permit, approval or authorization of, exemption by,
notice or report to, or registration, filing or declaration with, any
governmental authority is required by such Guarantor in connection with this
Guaranty or the execution, delivery, performance, validity or enforceability of
this Guaranty and all obligations required hereunder, except for such consents,
licenses, permits, approvals, authorizations, exemptions, notices, reports,
registrations, filings and declarations as are in full force and effect as of
the date hereof or the absence of which could not reasonably be expected to
result in a Material Adverse Effect. This Guaranty has been, and each instrument
or document required hereunder will be, executed and delivered by a duly
authorized officer, partner or member, as the case may be, of such Guarantor,
and this Guaranty constitutes, and each instrument or document required
hereunder when executed and delivered by such Guarantor hereunder will
constitute, the legally valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws or equitable principles
relating to or limiting creditors' rights generally.

                  SECTION 3. NO LEGAL BAR TO THIS GUARANTY. The execution,
delivery and performance of this Guaranty and the documents or instruments
required hereunder, and the use of the proceeds of the borrowings under the
Credit Agreement, in each case by each Guarantor do not and will not (i) violate
any provision of any law, any governmental rule or regulation or any Health Care
Regulations applicable to such Guarantor, subject to the approval of the
applicable Government Entity, if any, with respect to the exercise of certain
rights and remedies by Lenders applicable to such Guarantor, the Certificate or
Articles of Incorporation or other formation or charter document or Bylaws of
such Guarantor or any order, judgment or decree of any court or other Government
Entity binding on such Guarantor, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of such Guarantor, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or assets of such
Guarantor (other than any Liens created under any of the Loan Documents in favor
of Administrative Agent on behalf of Lenders), or (iv) require any approval of
equity holders or any approval or consent of any Person under any Contractual
Obligation of such Guarantor, except for such approvals or consents which will
be obtained on or before the Effective Date and disclosed in writing to Lenders
and except for, in the case of clauses (i), (ii), (iii) and (iv) any such
violation, conflict, breach, default, Lien or failure to obtain such approval or
consent that could not reasonably be expected to result in a Material Adverse
Effect.

ARTICLE IV. MISCELLANEOUS

                                      XI-10

<PAGE>

                                                                              11

                  SECTION 1. SURVIVAL OF WARRANTIES. All agreements,
representations and warranties made herein shall survive the execution and
delivery of this Guaranty and the other Loan Documents and the Lender Interest
Rate Agreements and any increase in the Commitments under the Credit Agreement.

                  SECTION 2. NOTICES. Any communications between Guarantied
Party and any Guarantor and any notices or requests provided herein to be given
may be given by mailing the same, postage prepaid, or by facsimile transmission
or cable to each such party at its address set forth in the Credit Agreement, on
the signature pages hereof or to such other addresses as each such party may in
writing hereafter indicate. Any notice, request or demand to or upon Guarantied
Party or any Guarantor shall not be effective until received.

                  SECTION 3. SEVERABILITY. In case any provision in or
obligation under this Guaranty shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

                  SECTION 4. AMENDMENTS AND WAIVERS. Except as expressly
provided herein, no amendment, modification, termination or waiver of any
provision of this Guaranty, and no consent to any departure by any Guarantor
therefrom, shall in any event be effective without the written concurrence of
Guarantied Party and, in the case of any such amendment or modification, each
Guarantor against whom enforcement of such amendment or modification is sought.
Any such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which it was given.

                  SECTION 5. HEADINGS. Section and subsection headings in this
Guaranty are included herein for convenience of reference only and shall not
constitute a part of this Guaranty for any other purpose or be given any
substantive effect.

                  SECTION 6. APPLICABLE LAW; RULES OF CONSTRUCTION. THIS
GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTORS AND BENEFICIARIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES. The rules of construction set forth in
subsection 1.3 of the Credit Agreement shall be applicable to this Guaranty
mutatis mutandis.

                  SECTION 7. SUCCESSORS AND ASSIGNS. This Guaranty is a
continuing guaranty and shall be binding upon each Guarantor and its respective
successors and assigns. This Guaranty shall inure to the benefit of
Beneficiaries and their respective successors and assigns. No Guarantor shall
assign this Guaranty or any of the rights or obligations of such Guarantor
hereunder without the prior written consent of all Lenders. Any Beneficiary may,
without notice or consent, assign its interest in this Guaranty in whole or in
part. The terms and provisions of this Guaranty shall inure to the benefit of
any transferee or assignee of any Loan, and in the event of such transfer or
assignment the rights and privileges herein conferred upon such

                                      XI-11

<PAGE>

                                                                              12

Beneficiary shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof.

                  SECTION 8. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO
THIS GUARANTY, OR ANY OBLIGATIONS HEREUNDER, MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW
YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH GUARANTOR, FOR ITSELF AND
IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY

                           (1)      ACCEPTS GENERALLY AND UNCONDITIONALLY THE
                  NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

                           (2)      WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

                           (3)      AGREES THAT SERVICE OF ALL PROCESS IN ANY
                  SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
                  CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH GUARANTOR AT
                  ITS ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 4.2;

                           (4)      AGREES THAT SERVICE AS PROVIDED IN CLAUSE
                  (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER
                  SUCH GUARANTOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
                  OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
                  RESPECT;

                           (5)      AGREES THAT BENEFICIARIES RETAIN THE RIGHT
                  TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
                  BRING PROCEEDINGS AGAINST SUCH GUARANTOR IN THE COURTS OF ANY
                  OTHER JURISDICTION; AND

                           (6)      AGREES THAT THE PROVISIONS OF THIS
                  SUBSECTION 4.8 RELATING TO JURISDICTION AND VENUE SHALL BE
                  BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE
                  UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR
                  OTHERWISE.

         SECTION 9.   WAIVER OF TRIAL BY JURY. EACH GUARANTOR AND, BY ITS
ACCEPTANCE OF THE BENEFITS HEREOF, EACH BENEFICIARY EACH HEREBY AGREES TO WAIVE
ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS GUARANTY. The scope of this waiver is intended to be all
encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction,

                                      XI-12

<PAGE>

                                                                              13

including contract claims, tort claims, breach of duty claims and all other
common law and statutory claims. Each Guarantor and, by its acceptance of the
benefits hereof, each Beneficiary (i) acknowledges that this waiver is a
material inducement for such Guarantor and Beneficiaries to enter into a
business relationship, that such Guarantor and Beneficiaries have already relied
on this waiver in entering into this Guaranty or accepting the benefits thereof,
as the case may be, and that each will continue to rely on this waiver in their
related future dealings, and (ii) further warrants and represents that each has
reviewed this waiver with its legal counsel, and that each knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SUBSECTION 4.9 AND EXECUTED BY GUARANTIED PARTY AND EACH
GUARANTOR), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY. In the event of litigation, this
Guaranty may be filed as a written consent to a trial by the court.

                  SECTION 10. NO OTHER WRITING. This writing is intended by
Guarantors and Beneficiaries as the final expression of this Guaranty and is
also intended as a complete and exclusive statement of the terms of their
agreement with respect to the matters covered hereby. No course of dealing,
course of performance or trade usage, and no parole evidence of any nature,
shall be used to supplement or modify any terms of this Guaranty. There are no
conditions to the full effectiveness of this Guaranty.

                  SECTION 11. FURTHER ASSURANCES. At any time or from time to
time, upon the request of Guarantied Party, Guarantors shall execute and deliver
such further documents and do such other acts and things as Guarantied Party may
reasonably request in order to effect fully the purposes of this Guaranty.

                  SECTION 12. ADDITIONAL GUARANTORS. The initial Guarantors
hereunder shall be such of the Subsidiaries of Company as are signatories hereto
on the date hereof. From time to time subsequent to the date hereof, additional
Subsidiaries of Company may become parties hereto, as additional Guarantors
(each an "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty. A
form of such a counterpart is attached as Exhibit A. Upon delivery of any such
counterpart to Guarantied Party, notice of which is hereby waived by Guarantors,
each such Additional Guarantor shall be a Guarantor and shall be as fully a
party hereto as if such Additional Guarantor were an original signatory hereof.
Each Guarantor expressly agrees that its obligations arising hereunder shall not
be affected or diminished by the addition or release of any other Guarantor
hereunder, nor by any election of Guarantied Party not to cause any Subsidiary
of Company to become an Additional Guarantor hereunder. This Guaranty shall be
fully effective as to any Guarantor that is or becomes a party hereto regardless
of whether any other Person becomes or fails to become or ceases to be a
Guarantor hereunder.

                  SECTION 13. COUNTERPARTS; EFFECTIVENESS. This Guaranty may be
executed in any number of counterparts and by the different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original for all purposes; but all such counterparts together
shall constitute but one and the same instrument. This Guaranty shall become
effective as to each Guarantor upon the execution of a counterpart

                                      XI-13

<PAGE>

                                                                              14

hereof by such Guarantor (whether or not a counterpart hereof shall have been
executed by any other Guarantor) and receipt by Guarantied Party of written or
telephonic notification of such execution and authorization of delivery thereof.

                  SECTION 14. GUARANTIED PARTY AS ADMINISTRATIVE AGENT.

         (a)      Guarantied Party has been appointed to act as Guarantied Party
hereunder by Lenders and, by their acceptance of the benefits hereof, Interest
Rate Exchangers. Guarantied Party shall be obligated, and shall have the right
hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action, solely in
accordance with this Guaranty and the Credit Agreement; provided that Guarantied
Party shall exercise, or refrain from exercising, any remedies hereunder in
accordance with the instructions of (i) Requisite Lenders or (ii) after payment
in full of all Obligations under the Credit Agreement and the other Loan
Documents, the holders of a majority of the aggregate notional amount (or, with
respect to any Lender Interest Rate Agreement that has been terminated in
accordance with its terms, the amount then due and payable (exclusive of
expenses and similar payments but including any early termination payments then
due) under such Lender Interest Rate Agreement) under all Lender Interest Rate
Agreements (Requisite Lenders or, if applicable, such holders being referred to
herein as "REQUISITE OBLIGEES"). In furtherance of the foregoing provisions of
this subsection 4.14, each Interest Rate Exchanger, by its acceptance of the
benefits hereof, agrees that it shall have no right individually to enforce this
Guaranty, it being understood and agreed by such Interest Rate Exchanger that
all rights and remedies hereunder may be exercised solely by Guarantied Party
for the benefit of Beneficiaries in accordance with the terms of this subsection
4.14.

         (b)      Guarantied Party shall at all times be the same Person that is
Administrative Agent under the Credit Agreement. Written notice of resignation
by Administrative Agent pursuant to subsection 9.5 of the Credit Agreement shall
also constitute notice of resignation as Guarantied Party under this Guaranty;
removal of Administrative Agent pursuant to subsection 9.5 of the Credit
Agreement shall also constitute removal as Guarantied Party under this Guaranty;
and appointment of a successor Administrative Agent pursuant to subsection 9.5
of the Credit Agreement shall also constitute appointment of a successor
Guarantied Party under this Guaranty. Upon the acceptance of any appointment as
Administrative Agent under subsection 9.5 of the Credit Agreement by a successor
Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring or removed Guarantied Party under this Guaranty, and the
retiring or removed Guarantied Party under this Guaranty shall promptly (i)
transfer to such successor Guarantied Party all sums held hereunder, together
with all records and other documents necessary or appropriate in connection with
the performance of the duties of the successor Guarantied Party under this
Guaranty, and (ii) take such other actions as may be necessary or appropriate in
connection with the assignment to such successor Guarantied Party of the rights
created hereunder, whereupon such retiring or removed Guarantied Party shall be
discharged from its duties and obligations under this Guaranty. After any
retiring or removed Guarantied Party's resignation or removal hereunder as
Guarantied

                                      XI-14

<PAGE>

                                                                              15

Party, the provisions of this Guaranty shall inure to its benefit as to any
actions taken or omitted to be taken by it under this Guaranty while it was
Guarantied Party hereunder.

                  SECTION 15. NOTICE OF INTEREST RATE AGREEMENTS. Guarantied
Party shall not be deemed to have any duty whatsoever with respect to any
Interest Rate Exchanger until it shall have received written notice in form and
substance satisfactory to Guarantied Party from Company, a Guarantor or the
Interest Rate Exchanger as to the existence and terms of the applicable Lender
Interest Rate Agreement.

                  [Remainder of page intentionally left blank]

                                      XI-15

<PAGE>

                  IN WITNESS WHEREOF, each of the undersigned Guarantors has
caused this Guaranty to be duly executed and delivered by its officer thereunto
duly authorized as of the date first written above.

                                          [NAMES OF GUARANTORS]

                                          By: ________________________________
                                              Name:
                                              Title:

                                          Address: ___________________________
                                                   ___________________________
                                                   ___________________________

Acknowledgement (for purposes of Section 4.9 only):

CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as Guarantied Party

By: ___________________________________
    Name:
    Title:

By: ___________________________________
    Name:
    Title:

                                     XI-S-1

<PAGE>

                                    EXHIBIT A

                 [FORM OF COUNTERPART FOR ADDITIONAL GUARANTORS]

                  This COUNTERPART (this "Counterpart"), dated _____, 200__, is
delivered pursuant to Section 4.12 of the Guaranty referred to below. The
undersigned hereby agrees that this Counterpart may be attached to the
Subsidiary Guaranty, dated as of April __, 2003 (as it may be from time to time
amended, restated, modified or supplemented, the "Guaranty"; capitalized terms
used herein not otherwise defined herein shall have the meanings ascribed
therein), among the Guarantors named therein and Credit Suisse First Boston, as
Guarantied Party. The undersigned, by executing and delivering this Counterpart,
hereby becomes an Additional Guarantor under the Guaranty in accordance with
Section 4.12 thereof and agrees to be bound by all of the terms thereof.

                              _____________________________________________
                                     (Name of Additional Guarantor)

                              By: _________________________________________
                                  Name:
                                  Title:

                              Address: ____________________________________
                                       ____________________________________
                                       ____________________________________


</TEXT>
</DOCUMENT>
