PEDIATRIX MEDICAL GROUP INC
AMENDED AND RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>3
<FILENAME>g72539ex10-21.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>
<PAGE>
===============================================================================

                                                                  EXHIBIT 10.21




                            PEDIATRIX MEDICAL GROUP

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


                      Originally Dated as of June 27, 1996
                 As Amended and Restated as of November 1, 2000
                 As Amended and Restated as of August 14, 2001




                     FLEET NATIONAL BANK, Agent and Lender
                FIRSTAR BANK N.A., Syndication Agent and Lender
                        FLEET SECURITIES, INC., Arranger




===============================================================================


<PAGE>


                               TABLE OF CONTENTS


<TABLE>
<S>      <C>                                                                                                     <C>
1.       Restatement; Definitions.................................................................................1
         1.1.     Restatement.....................................................................................1
         1.2.     Certain Rules of Construction...................................................................1
2.       The Credits.............................................................................................20
         2.1.     Revolving Credit...............................................................................20
         2.2.     Letters of Credit..............................................................................22
         2.3.     Swingline Credit...............................................................................26
         2.4.     Application of Proceeds........................................................................27
         2.5.     Nature of Obligations of Lenders to Make Extensions of Credit..................................27
         2.6.     Obligations Joint and Several..................................................................28
3.       Interest; Eurodollar Pricing Options; Fees..............................................................28
         3.1.     Interest.......................................................................................28
         3.2.     Eurodollar Pricing Options.....................................................................29
         3.3.     Commitment Fees................................................................................31
         3.4.     Letter of Credit Fees..........................................................................31
         3.5.     Reserve Requirements, etc......................................................................32
         3.6.     Taxes..........................................................................................32
         3.7.     Capital Adequacy...............................................................................33
         3.8.     Regulatory Changes.............................................................................33
         3.9.     Computations of Interest and Fees..............................................................34
4.       Payment.................................................................................................34
         4.1.     Payment of Revolving Loan and Swingline Loan...................................................34
         4.2.     Payment of Letters of Credit...................................................................36
5.       Conditions to Extending Credit..........................................................................36
         5.1.     Conditions on Initial Closing Date on the Revolving Loan.......................................36
         5.2.     Conditions to Each Extension of Credit.........................................................37
6.       General Covenants.......................................................................................38
         6.1.     Taxes and Other Charges; Accounts Payable......................................................38
         6.2.     Conduct of Business, etc.......................................................................38
         6.3.     Insurance......................................................................................39
         6.4.     Financial Statements and Reports...............................................................40
         6.5.     Certain Financial Tests........................................................................43
         6.6.     Indebtedness...................................................................................44
         6.7.     Guarantees.....................................................................................45
         6.8.     Liens..........................................................................................45
         6.9.     Investments and Permitted Acquisitions.........................................................46
         6.10.    Distributions..................................................................................48
         6.11.    Capital Expenditures...........................................................................48
         6.12.    Asset Dispositions and Mergers.................................................................48
         6.13.    ERISA, etc.....................................................................................48
         6.14.    Transactions with Affiliates...................................................................49
         6.15.    Environmental Laws.............................................................................49
7.       Representations and Warranties..........................................................................49
         7.1.     Organization and Business......................................................................49
</TABLE>


                                      -i-
<PAGE>


<TABLE>
<S>      <C>                                                                                                     <C>
         7.2.     Financial Statements and Other Information; Material Agreements................................50
         7.3.     Changes in Condition...........................................................................51
         7.4.     Title to Assets................................................................................51
         7.5.     Operations in Conformity With Law, etc.........................................................51
         7.6.     Litigation.....................................................................................51
         7.7.     Authorization and Enforceability...............................................................51
         7.8.     No Legal Obstacle to Agreements................................................................52
         7.9.     Defaults.......................................................................................52
         7.10.    Licenses, etc..................................................................................52
         7.11.    Tax Returns....................................................................................53
         7.12.    Future Expenditures............................................................................53
         7.13.    Environmental Regulations......................................................................53
         7.14.    Pension Plans..................................................................................54
         7.15.    Acquisition Agreement, etc.....................................................................54
         7.16.    Disclosure.....................................................................................54
8.       Defaults................................................................................................55
         8.1.     Events of Default..............................................................................55
         8.2.     Certain Actions Following an Event of Default..................................................57
         8.3.     Annulment of Defaults..........................................................................58
         8.4.     Waivers........................................................................................58
9.       Guarantees..............................................................................................59
         9.1.     Guarantees of Credit Obligations...............................................................59
         9.2.     Continuing Obligation..........................................................................59
         9.3.     Waivers with Respect to Credit Obligations.....................................................60
         9.4.     Lenders' Power to Waive, etc...................................................................61
         9.5.     Information Regarding the Borrowers, etc.......................................................62
         9.6.     Certain Guarantor Representations..............................................................63
         9.7.     Subrogation....................................................................................63
         9.8.     Subordination..................................................................................63
         9.9.     Future Subsidiaries; Further Assurances........................................................64
10.      Expenses; Indemnity.....................................................................................64
         10.1.    Expenses.......................................................................................64
         10.2.    General Indemnity..............................................................................64
         10.3.    Indemnity With Respect to Letters of Credit....................................................65
11.      Operations; Agent.......................................................................................65
         11.1.    Interests in Credits...........................................................................65
         11.2.    Agent's Authority to Act, etc..................................................................65
         11.3.    Borrowers to Pay Agent, etc....................................................................66
         11.4.    Lender Operations for Advances.................................................................66
         11.5.    Sharing of Payments, etc.......................................................................68
         11.6.    Amendments, Consents, Waivers, etc.............................................................68
         11.7.    Agent's Resignation............................................................................70
         11.8.    Concerning the Agent...........................................................................70
         11.9.    Rights as a Lender.............................................................................72
         11.10.   Independent Credit Decision....................................................................72
         11.11.   Indemnification................................................................................72
12.      Successors and Assigns; Lender Assignments and Participations...........................................72
</TABLE>


                                     -ii-
<PAGE>


<TABLE>
<S>      <C>                                                                                                     <C>
         12.1.    Assignments by Lenders.........................................................................73
         12.2.    Credit Participants............................................................................76
         12.3.    Replacement of Lender..........................................................................76
13.      Notices.................................................................................................77
14.      Course of Dealing; Amendments and Waivers...............................................................78
15.      Defeasance..............................................................................................78
16.      Venue; Service of Process...............................................................................78
17.      WAIVER OF JURY TRIAL....................................................................................79
18.      General.................................................................................................79
</TABLE>


                                     -iii-
<PAGE>


                                    EXHIBITS


<TABLE>
<S>            <C>
1.11           -  Subordination
2.1.4          -  Form of Revolving Note
2.3.3          -  Form of Swingline Note
5.1.3          -  Form of Security Agreement
5.2.1          -  Officer's Certificate
6.4.1          -  Financial Officer's Certificate for Annual Reports
6.4.2          -  Financial Officer's Certificate for Quarterly Reports
6.6            -  Existing Indebtedness
6.7            -  Existing Guarantees
6.9.4          -  Joinder Agreement
6.9.7          -  Existing Investments
6.14           -  Transactions with Affiliates
7.1            -  Company and its Subsidiaries
7.2.2          -  Material Agreements
7.3            -  Changes in Condition
7.4            -  Title to Assets
7.6            -  Litigation
7.11           -  Tax Assessment
7.13           -  Environmental
7.14           -  Multi-employer and Defined Benefit Plans
12.1.1         -  Assignment and Acceptance
</TABLE>


                                     -iv-
<PAGE>


                            PEDIATRIX MEDICAL GROUP
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

         This Agreement, originally dated as of June 27, 1996 and amended and
restated as of November 1, 2000 and as further amended and restated as of
August 14, 2001, is among Pediatrix Medical Group, Inc., a Florida corporation,
the Material Related Entities of Pediatrix Medical Group, Inc. from time to
time party hereto, and the Lenders from time to time party hereto including
Fleet National Bank, formerly known as The First National Bank of Boston, both
in its capacity as a Lender and in its capacity as Agent and Firstar Bank N.A.,
both in its capacity as a Lender and in its capacity as Syndication Agent. The
parties agree as follows:

1.       Restatement; Definitions.

         1.1.     Restatement. Effective as of the Initial Closing Date, this
Agreement amends and restates in its entirety the Credit Agreement dated as of
June 27, 1996, as amended and restated as of November 1, 2000, as amended and
in effect on the date hereof prior to giving effect to this Agreement, among
the Borrowers party thereto and a group of lenders for which Fleet National
Bank is acting as agent. Certain Lenders are joining as Lenders to this Credit
Agreement and certain lenders are reducing their commitments under such
existing Credit Agreement. This Agreement is not a termination or novation of
such existing Credit Agreement, which shall continue in effect as modified
hereby. The Credit Obligations, Credit Security and other Credit Documents
presently outstanding in connection with such existing Credit Agreement shall
remain in effect from and after the Initial Closing Date. On the Initial
Closing Date the Agent will reallocate the Loans and Letter of Credit Exposure
held by the Lenders in accordance with their Percentage Interests as set forth
in Section 11.1 hereto. Amounts in respect of interest, commitment fees, Letter
of Credit fees and other amounts payable hereunder shall be payable in
accordance with the terms of such existing Credit Agreement as in effect prior
to the amendment and restatement on the Initial Closing Date for periods prior
to the Initial Closing Date and in accordance with this Agreement (as it
modifies such existing Credit Agreement) for periods from and after the Initial
Closing Date.

         1.2.     Certain Rules of Construction. Certain capitalized terms are
used in this Agreement and in the other Credit Documents with the specific
meanings defined below in this Section 1. Except as otherwise explicitly
specified to the contrary or unless the context clearly requires otherwise, (a)
the capitalized term "Section" refers to sections of this Agreement, (b) the
capitalized term "Exhibit" refers to exhibits to this Agreement, (c) references
to a particular Section include all subsections thereof, (d) the word
"including" shall be construed as "including without limitation", (e)
accounting terms not otherwise defined herein have the meaning provided under
GAAP, (f) terms defined in the UCC and not otherwise defined herein have the
meaning provided under the UCC, (g) references to a particular statute or
regulation include all rules and regulations thereunder and any successor
statute, regulation or rules, in each case as from time to time in effect, (h)
references to a particular Person include such Person's successors and assigns
to the extent not prohibited by this Agreement and the other Credit Documents
and


                                      -1-
<PAGE>


(i) the singular includes the plural and the plural includes the singular.
References to "the date hereof" mean August 14, 2001.

         1.3.     "Accumulated Benefit Obligations" means the actuarial present
value of the accumulated benefit obligations under any Plan, calculated in
accordance with Statement No. 87 of the Financial Accounting Standards Board.

         1.4.     "Acquired Party" shall mean any Person, 100% of the
outstanding capital stock or beneficial interests or substantially all of the
assets of which are acquired by any Borrower in connection with a Permitted
Acquisition.

         1.5.     "Affected Lender" is defined in Section 12.3.

         1.6.     "Affiliate" means, with respect to any Borrower (or any other
specified Person), any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with such Borrower,
and shall include (a) any executive officer or director or general partner of
such Borrower and (b) any Person of which such Borrower or any Affiliate (as
defined in clause (a) above) of such Borrower shall, directly or indirectly,
beneficially own either (i) at least 10% of the outstanding equity securities
having the general power to vote or (ii) at least 10% of all equity interests.

         1.7.     "Agent" means Fleet National Bank, in its capacity as agent
for the Lenders hereunder, as well as its successors and assigns in such
capacity.

         1.8.     "Agreement" means this Agreement as from time to time
amended, modified and in effect.

         1.9.     "Applicable Margin" means (a) through February 14, 2002 the
rate set forth opposite Level II in the table entitled Applicable Margin (%)
below and (b) at any date thereafter, the per annum percentage in the table
below set forth opposite the ratio of (i) Consolidated Total Funded Debt as of
the end of the most recent fiscal quarter for which financial statements have
been furnished to the Lenders in accordance with Sections 6.4.1 and 6.4.2 prior
to such date to (ii) the Consolidated Adjusted EBITDA for the period of four
consecutive fiscal quarters ended with such fiscal quarter.

                             Applicable Margin (%)


<TABLE>
<CAPTION>
                       Ratio of Consolidated
                        Total Funded Debt to
                       Consolidated Adjusted           Base Rate          Eurodollar Pricing         Commitment
      Level                   EBITDA                     Option                 Option                   Fee
      -----            ---------------------           ---------          ------------------         ----------
      <S>              <C>                             <C>                <C>                        <C>
         I                     >2.25x                      0                     2.75%                 0.500%
                               -
        II                >1.75x and <2.25x                0                     2.50%                 0.500%
                          -
       III                >1.25x and <1.75                 0                     2.25%                 0.375%
                          -
        IV                     <1.25x                      0                     2.00%                 0.375%
</TABLE>


                                      -2-
<PAGE>


         Changes in the Applicable Margin shall occur on each Pricing Reset
Date; provided, however, that in the event that the financial statements
required to be delivered pursuant to Section 6.4.1 or 6.4.2, as applicable, are
not delivered by the latest date permissible under Section 6.4.1 or 6.4.2, as
the case may be (the "Late Delivery Date"), and if, upon delivery of such
financial statements, it is determined that delivery of such financial
statements on the Late Delivery Date would have resulted in an increase in the
Applicable Margin on the first Pricing Reset Date after the Late Delivery Date
(the "Late Pricing Reset Date"), such increase will be deemed effective as of
the Late Pricing Reset Date.

         1.10.    "Applicable Rate" means, at any date, the sum of:

                  (a)      (i) with respect to any portion of the Revolving
                  Loan subject to a Eurodollar Pricing Option, the sum of the
                  Applicable Margin attributable to such portion of the
                  Revolving Loan plus the Eurodollar Rate with respect to such
                  Eurodollar Pricing Option;

                           (ii)     with respect to any other portion of the
                  Revolving Loan, the Base Rate;

         plus     (b)      an additional 2% effective on the day the Agent
                  notifies the Company that the interest rates hereunder are
                  increasing as a result of the occurrence and continuance of
                  an Event of Default until the earlier of such time as (i)
                  such Event of Default is no longer continuing or (ii) such
                  Event of Default is deemed no longer to exist, in each case
                  pursuant to Section 8.3.

         1.11.    "Approved Contingent Debt" means contingent obligations under
Acquisition Agreements for Permitted Acquisitions which:

                  (a)      are in the aggregate equal to no more than
         $10,000,000 at any one time outstanding and are subordinated to the
         Credit Obligations pursuant to a subordination agreement in form and
         substance substantially similar to Exhibit 1.11; or

                  (b)      are approved by the Required Lenders.

         1.12.    "Approved Subordinated Debt" means:

                  (a)      debt subordinated and junior in right of payment to
         prior payment in full of all Credit Obligations pursuant to a
         subordination agreement, the terms of which shall be approved by the
         Agent and the Required Lenders (such approval not to be unreasonably
         withheld); and

                  (b)      up to $20,000,000 of debt that is subordinated to
         the Credit Obligations pursuant to a subordination agreement in form
         and substance substantially similar to Exhibit 1.11.


                                      -3-
<PAGE>


         1.13.    "Acquisition Agreement" means the documentation pursuant to
which any Borrower commits itself to make a Permitted Acquisition.

         1.14.    "Assignee" is defined in Section 12.11.

         1.15.    "Assignment and Acceptance" is defined in Section 12.1.1.

         1.16.    "Banking Day" means any day other than Saturday, Sunday or a
day on which banks in Boston, Massachusetts are authorized or required by law
or other governmental action to close and, if such term is used with reference
to a Eurodollar Pricing Option, any day on which dealings are effected in the
Eurodollars in question by first-class banks in the inter-bank Eurodollar
markets in New York, New York.

         1.17.    "Bankruptcy Code" means Title 11 of the United States Code.

         1.18.    "Bankruptcy Default" means an Event of Default referred to in
Section 8.1.11.

         1.19.    "Bankruptcy Eligible Obligor" means, at any time, any Obligor
that has, for the most recently completed period of four consecutive fiscal
quarters, net revenue of less than $2,000,000, provided, however, that if there
is a Bankruptcy Event with respect to any such Obligor, such Obligor shall be
deemed never to have been a Bankruptcy Eligible Obligor if:

                  (a)      such Bankruptcy Event results in a Bankruptcy Event
         for any other Obligor that has, for its most recently completed period
         of four consecutive fiscal quarters (prior to the commencement of its
         Bankruptcy Event), net revenue of $2,000,000 or more; or

                  (b)      at any one time there are Bankruptcy Events with
         respect to Obligors having, in the aggregate, for the most recently
         completed period of four consecutive fiscal quarters, net revenue of
         $5,000,000 or more.

         1.20.    "Bankruptcy Event" means the existence of any event listed in
clauses (a) through (e) of Section 8.1.11.

         1.21.    "Base Rate" means, on any date, the greater of (a) the rate
of interest announced by the Agent at the Boston Office as its Base Rate or (b)
the sum of 1/2% plus the Federal Funds Rate.

         1.22.    "Borrowers" means, jointly and severally, the Company, its
Material Related Entities and such other Material Related Entities as shall
become Borrowers hereunder in accordance with Section 6.9.4.

         1.23.    "Boston Office" means the principal banking office of the
Agent in Boston, Massachusetts.


                                      -4-
<PAGE>


         1.24.    "Bylaws" means all written bylaws, rules, regulations and all
other documents relating to the management, governance or internal regulation
of any Person other than an individual, or interpretive of the Charter of such
Person, all as from time to time in effect.

         1.25.    "Capital Expenditures" means, for any period, amounts added
or required to be added to the property, plant and equipment or other fixed
assets account on the Consolidated balance sheet of the Company and its
Subsidiaries, prepared in accordance with GAAP, in respect of (a) the
acquisition, construction, improvement or replacement of land, buildings,
machinery, equipment, leaseholds and any other real or personal property, and
(b) to the extent not included in clause (a) above, materials, contract labor
and direct labor relating thereto (excluding amounts properly expensed as
repairs and maintenance in accordance with GAAP).

         1.26.    "Capitalized Lease" means any lease which is required to be
capitalized on the balance sheet of the lessee in accordance with GAAP,
including Statement Nos. 13 and 98 of the Financial Accounting Standards Board.

         1.27.    "Capitalized Lease Obligations" means the amount of the
liability reflecting the aggregate discounted amount of future payments under
all Capitalized Leases calculated in accordance with GAAP, including Statement
Nos. 13 and 98 of the Financial Accounting Standards Board.

         1.28.    "Cash Equivalents" means:

                  (c)      negotiable certificates of deposit, time deposits
         (including sweep accounts), demand deposits and bankers' acceptances
         issued by any United States financial institution having capital and
         surplus and undivided profits aggregating at least $100,000,000 and
         rated at least Prime-1 by Moody's Investors Service, Inc. or A-1 by
         Standard & Poor's Ratings Group or issued by any Lender;

                  (d)      short-term corporate obligations rated at least
         Prime-1 by Moody's Investors Service, Inc. or A-1 by Standard & Poor's
         Ratings Group or issued by any Lender;

                  (e)      any direct obligation of the United States of
         America or any agency or instrumentality thereof, or of any state or
         municipality thereof, (i) which has a remaining maturity at the time
         of purchase of not more than one year or which is subject to a
         repurchase agreement with any Lender (or any other financial
         institution referred to in clause (a) above) exercisable within one
         year from the time of purchase and (ii) which, in the case of
         obligations of any state or municipality, is rated at least Aa by
         Moody's Investors Service, Inc. or AA by Standard & Poor's Ratings
         Group; and

                  (f)      any mutual fund or other pooled investment vehicle
         rated at least Aa by Moody's Investors Service, Inc. or AA by Standard
         & Poor's Ratings Group which invests principally in obligations
         described above.


                                      -5-
<PAGE>


         1.29.    "CERCLA" means the federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980.

         1.30.    "CERCLIS" means the federal Comprehensive Environmental
Response Compensation Liability Information System List (or any successor
document) promulgated under CERCLA.

         1.31.    "Charter" means the articles of organization, certificate of
incorporation, statute, constitution, joint venture agreement, partnership
agreement, trust indenture, limited liability company agreement or other
charter document of any Person other than an individual, each as from time to
time in effect.

         1.32.    "Closing Date" means the Initial Closing Date and each other
date on which any extension of credit is made pursuant to Sections 2.1 or 2.2.

         1.33.    "Code" means the federal Internal Revenue Code of 1986, as
amended from time to time.

         1.34.    "Commitment" means, with respect to any Lender, such Lender's
obligations to extend the credits contemplated by Section 2. The original
Commitments are set forth in Section 11.1 and the current Commitments are
recorded from time to time in the Register.

         1.35.    "Company" means Pediatrix Medical Group, Inc., a Florida
corporation.

         1.36.    "Computation Covenants" means Sections 6.5, 6.9.4, 6.11, 6.12
and 6.13.

         1.37.    "Consolidated" and "Consolidating", when used with reference
to any term, mean that term as applied to the accounts of the Company (or other
specified Person) and all of its Related Entities (or other specified group of
Persons), or such of its Related Entities as may be specified, consolidated (or
combined) or consolidating (or combining), as the case may be, in accordance
with GAAP and with appropriate deductions for minority interests in Related
Entities.

         1.38.    "Consolidated Adjusted EBITDA" means, for any period, an
amount equal to the sum of (a) Consolidated EBITDA for such period and (b)
Consolidated Pro Forma Adjusted EBITDA.

         1.39.    "Consolidated EBITDA" means, for any period, an amount equal
to the sum of (a) the Net Income (or loss) of the Company and its Related
Entities plus (b) all amounts deducted in computing such Net Income in respect
of (i) taxes based upon or measured by income, (ii) Consolidated Interest
Expense and (iii) depreciation and amortization.

         1.40.    "Consolidated Interest Expense" means, for any period, the
aggregate amount of interest, including commitment fees and payments in the
nature of interest under Capitalized Leases (whether such interest is reflected
as an item of expense or capitalized), paid or accrued by the Company and its
Related Entities in accordance with GAAP.


                                      -6-
<PAGE>


         1.41.    "Consolidated Net Worth" means, at any date, the
stockholders' equity of the Company and its Related Entities at such date
determined in accordance with GAAP on a Consolidated basis.

         1.42.    "Consolidated Pro Forma Adjusted EBITDA" means, for any
period, to the extent not otherwise included in Consolidated EBITDA, EBITDA of
any Person which becomes an Obligor after the Initial Closing Date adjusted (i)
to give pro forma effect, on a basis consistent with Regulation S-X promulgated
under the Securities Act, for the EBITDA of such Person for the full period in
question or (ii) as is otherwise approved by the Agent and the Required
Lenders.

         1.43.    "Consolidated Total Funded Debt" means, at any date, the sum
of each of the items described in clauses (a) through (e) of the definition of
"Indebtedness" of the Company and its Related Entities.

         1.44.    "Control Group Person" means the Company, any Subsidiary of
the Company and any Person which is a member of the controlled group or under
common control with the Company or any Subsidiary within the meaning of section
414 of the Code or section 4001(a)(14) of ERISA.

         1.45.    "Credit Documents" means:

                  (a)      this Agreement, the Revolving Notes, each Letter of
         Credit and each draft presented or accepted under a Letter of Credit
         and the Swingline Note, each as from time to time in effect;

                  (b)      the Security Agreement and all financial statements,
         reports, notices, mortgages, assignments, UCC financing statements or
         certificates delivered to the Agent or any of the Lenders by any of
         the Borrowers or any other Obligor in connection herewith or
         therewith; and

                  (c)      any other present or future agreement or instrument
         from time to time entered into among any of the Borrowers or any other
         Obligor, on one hand, and the Agent, or all the Lenders, on the other
         hand, relating to, amending or modifying this Agreement or any other
         Credit Document referred to above or which is stated to be a Credit
         Document, each as from time to time in effect.

         1.46.    "Credit Obligation Advance" is defined in Section 2.1.3.

         1.47.    "Credit Obligations" means all present and future
liabilities, obligations and Indebtedness of any of the Borrowers or any other
Obligor owing to the Agent or any Lender under or in connection with this
Agreement or any other Credit Document, including obligations in respect of
principal, interest, reimbursement obligations under Letters of Credit,
commitment fees, amounts provided for in Sections 3.2.4, 3.3, 3.4, 3.5, 3.6,
3.7, 3.8 and 10 and other fees,


                                      -7-
<PAGE>


charges, indemnities and expenses from time to time owing hereunder or under
any other Credit Document (whether accruing before or after a Bankruptcy
Default).

         1.48.    "Credit Participant" is defined in Section 12.2.

         1.49.    "Credit Security" means all assets now or from time to time
hereafter subjected to a security interest, mortgage or charge (or intended or
required so to be subjected pursuant to the Security Agreement or any other
Credit Document) to secure the payment or performance of any of the Credit
Obligations.

         1.50.    "Default" means any Event of Default and any event or
condition, which with the passage of time or giving of notice or both, would
become an Event of Default and the filing against the Company, any of its
Related Entities or any other Obligor of a petition commencing an involuntary
case under the Bankruptcy Code.

         1.51.    "Delinquency Period" is defined in Section 11.4.4.

         1.52.    "Delinquent Lender" is defined in Section 11.4.4.

         1.53.    "Delinquent Payment" is defined in Section 11.4.4.

         1.54.    "Distribution" means, with respect to the Company (or other
specified Person):

                  (a)      the declaration or payment of any dividend or
         distribution, including dividends payable in shares of capital stock
         of or other equity interests in the Company (or such specified
         Person), on or in respect of any shares of any class of capital stock
         of or other equity interests in the Company (or such specified
         Person);

                  (b)      the purchase or redemption of any shares of any
         class of capital stock of or other equity interest in the Company (or
         such specified Person) or of options, warrants or other rights for the
         purchase of such shares, directly, indirectly through a Related Entity
         or otherwise;

                  (c)      any other distribution on or in respect of any
         shares of any class of capital stock of or equity or other beneficial
         interest in the Company (or such specified Person);

                  (d)      any payment of principal or interest with respect
         to, or any purchase, redemption or defeasance of, any Indebtedness of
         the Company (or such specified Person) which by its terms or the terms
         of any agreement is subordinated to the payment of the Credit
         Obligations; and

                  (e)      any payment, loan or advance by the Company (or such
         specified Person) to, or any other Investment by the Company (or such
         specified Person) in, the holder of any shares of any class of capital
         stock of or equity interest in the Company (or such specified Person),
         or any Affiliate of such holder;


                                      -8-
<PAGE>


provided, however, that the term "Distribution" shall not include (i) dividends
payable in perpetual common stock of or other similar equity interests in the
Company (or such specified Person) or (ii) payments in the ordinary course of
business in respect of (A) reasonable compensation paid to employees, officers
and directors, (B) advances to employees for travel expenses, drawing accounts
and similar expenditures, or (C) rent paid to, or accounts payable for services
rendered or goods sold by, non-Affiliates that own capital stock of or other
equity interests in the Company (or such specified Person).

         1.55.    "EBITDA" means, for any period, an amount equal to the sum of

(a) the Net Income (or loss) of any Person for such period plus (b) all amounts
deducted in computing such Net Income in respect of (i) taxes based upon or
measured by income, (ii) Interest Expense and (iii) depreciation and
amortization.

         1.56.    "Eligible Assignee" means (a) a Lender, (b) an Affiliate of a
Lender, (c) a Related Fund and (d) subject to the prior approval of the Agent
and, so long as no Event of Default shall have occurred and be continuing, the
Borrower, such approval by the Agent and the Borrower not to be unreasonably
withheld:

                           (i)      a commercial bank organized under the laws
                  of the United States of America, or any state thereof, and
                  having total assets in excess of $500,000,000;

                           (ii)     a savings and loan association or savings
                  bank organized under the laws of the United States of
                  America, or any state thereof, and having total assets in
                  excess of $500,000,000;

                           (iii)    a commercial bank organized under the laws
                  of any other country that is a member of the Organization for
                  Economic Cooperation and Development or has concluded special
                  lending arrangements with the International Monetary Fund
                  associated with its General Arrangements to Borrow or of the
                  Cayman Islands, or a political subdivision of any such
                  country, and having total assets in excess of $500,000,000,
                  so long as such bank is acting through a branch or agency
                  located in the United States of America;

                           (iv)     the central bank of any country that is a
                  member of the Organization for Economic Cooperation and
                  Development; and

                           (v)      a finance company, insurance company or
                  other financial institution or fund (whether a corporation,
                  partnership, trust or other entity) that is engaged in
                  making, purchasing or otherwise investing in commercial loans
                  in the ordinary course of its business and having total
                  assets in excess of $500,000,000;

provided, however, that (A) no Person shall qualify as an Eligible Assignee
with respect to assignments of obligations as a Letters of Credit Issuer unless
such Person qualifies under clauses (d)(i) or (d)(iii) above and (B) no Obligor
or Affiliate of an Obligor shall qualify as an Eligible Assignee under any
circumstances.


                                      -9-
<PAGE>


         1.57.    "Environmental Laws" means all applicable federal, state or
local statutes, laws, ordinances, codes, rules, regulations and guidelines
(including consent decrees and administrative orders) relating to public health
and safety and protection of the environment, including the Occupational Safety
and Health Act.

         1.58.    "ERISA" means the federal Employee Retirement Income Security
Act of 1974.

         1.59.    "Eurodollars" means, with respect to any Lender, deposits of
coin or currency of United States of America in a non-United States office or
an international banking facility of such Lender.

         1.60.    "Eurodollar Basic Rate" means, for any Eurodollar Interest
Period, the rate of interest at which Eurodollar deposits in an amount
comparable to the portion of the Revolving Loan as to which a Eurodollar
Pricing Option has been elected and which have a term corresponding to such
Eurodollar Interest Period are offered to the Agent by first class banks in the
inter-bank Eurodollar market for delivery in immediately available funds at a
Eurodollar Office on the first day of such Eurodollar Interest Period as
determined by the Agent at approximately 10:00 a.m. (Boston time) two Banking
Days prior to the date upon which such Eurodollar Interest Period is to
commence (which determination by the Agent shall, in the absence of manifest
error, be conclusive).

         1.61.    "Eurodollar Interest Period" means any period, selected as
provided in Section 3.2.1, of one, two, three or six months, commencing on any
Banking Day and ending on the corresponding date in the subsequent calendar
month so indicated (or, if such subsequent calendar month has no corresponding
date, on the last day of such subsequent calendar month); provided, however,
that subject to Section 3.2.3, if any Eurodollar Interest Period so selected
would otherwise begin or end on a date which is not a Banking Day, such
Eurodollar Interest Period shall instead begin or end, as the case may be, on
the immediately preceding or succeeding Banking Day as determined by the Agent
in accordance with the then current banking practice in the inter-bank
Eurodollar market with respect to Eurodollar deposits at the applicable
Eurodollar Office, which determination by the Agent shall, in the absence of
manifest error, be conclusive.

         1.62.    "Eurodollar Office" means such non-United States office or
international banking facility of the Agent as the Agent may from time to time
select.

         1.63.    "Eurodollar Pricing Options" means the options granted
pursuant to Section 3.2.1 to have the interest on any portion of a Revolving
Loan computed on the basis of a Eurodollar Rate.

         1.64.    "Eurodollar Rate" for any Eurodollar Interest Period means
the rate, rounded upward to the nearest 1/100%, obtained by dividing (a) the
Eurodollar Basic Rate for such Eurodollar Interest Period by (b) an amount
equal to 1 minus the Eurodollar Reserve Rate; provided, however, that if at any
time during such Eurodollar Interest Period the Eurodollar Reserve Rate
applicable to any outstanding Eurodollar Pricing Option changes, the Eurodollar


                                     -10-
<PAGE>


Rate for such Eurodollar Interest Period shall automatically be adjusted to
reflect such change, effective as of the date of such change.

         1.65.    "Eurodollar Reserve Rate" means the stated maximum rate
(expressed as a decimal) of all reserves (including any basic, supplemental,
marginal or emergency reserve or any reserve asset), if any, as from time to
time in effect, required by any Legal Requirement to be maintained by any
Lender against (a) "Eurocurrency liabilities" as specified in Regulation D of
the Board of Governors of the Federal Reserve System applicable to Eurodollar
Pricing Options, (b) any other category of liabilities that includes Eurodollar
deposits by reference to which the interest rate on portions of the Revolving
Loan subject to Eurodollar Pricing Options is determined, (c) the principal
amount of or interest on any portion of the Revolving Loan subject to a
Eurodollar Pricing Option or (d) any other category of extensions of credit, or
other assets, that includes loans subject to a Eurodollar Pricing Option by a
non-United States office of any of the Lenders to United States residents, in
each case without the benefits of credits for prorations, exceptions or offsets
that may be available to a Lender.

         1.66.    "Event of Default" is defined in Section 8.1.

         1.67.    "Exchange Act" means the federal Securities Exchange Act of
1934.

         1.68.    "FACA" means the Federal Assignment of Claims Act as set
forth in 31 U.S.C.ss.3727 and 41 U.S.C.ss.15.

         1.69.    "Federal Funds Rate" means, for any day, the rate equal to
the weighted average (rounded upward to the nearest 1/8%) of the rates on
overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, (a) as such weighted average is published
for such day (or, if such day is not a Banking Day, for the immediately
preceding Banking Day) by the Federal Reserve Bank of New York or (b) if such
rate is not so published for such Banking Day, as determined by the Agent using
any reasonable means of determination. Each determination by the Agent of the
Federal Funds Rate shall, in the absence of manifest error, be conclusive.

         1.70.    "Final Maturity Date" means August 14, 2004.

         1.71.    "Financial Officer" of the Company (or other specified
Person) means its chief executive officer, chief financial officer, chief
operating officer, chairman, president, treasurer or any of its vice presidents
whose primary responsibility is for its financial affairs, all of whose
incumbency and signatures have been certified to the Agent by the secretary or
other appropriate attesting officer of the Company (or such specified Person).

         1.72.    "Funding Liability" means (a) any Eurodollar deposit which
was used (or deemed by Section 3.2.6 to have been used) to fund any portion of
the Revolving Loan subject to a Eurodollar Pricing Option, and (b) any portion
of the Revolving Loan subject to a Eurodollar Pricing Option funded (or deemed
by Section 3.2.6 to have been funded) with the proceeds of any such Eurodollar
deposit.


                                     -11-
<PAGE>


         1.73.    "GAAP" means generally accepted accounting principles as from
time to time in effect, including the statements and interpretations of the
United States Financial Accounting Standards Board provided, however, that for
purposes of compliance with Section 6 (other than Section 6.4) and related
definitions, "GAAP" means such principles as in effect on the date hereof as
applied by the Borrowers in preparation of the financial statements referred to
in Section 7.2, and consistently followed, without giving effect to any
subsequent changes thereto.

         1.74.    "Guarantee" means, with respect to the Company (or other
specified Person):

                  (a)      any guarantee by the Company (or such specified
         Person) of the payment or performance of, or any contingent obligation
         by the Company (or such specified Person) in respect of, any
         Indebtedness or other obligation of any primary obligor other than the
         Company or other Borrower (or such specified Person);

                  (b)      any other arrangement whereby credit is extended to
         a primary obligor on the basis of any promise or undertaking of the
         Company or other Borrower (or such specified Person), including any
         binding "comfort letter" or "keep well agreement" written by the
         Company (or such specified Person), to a creditor or prospective
         creditor of such primary obligor, to (i) pay the Indebtedness of such
         primary obligor, (ii) purchase an obligation owed by such primary
         obligor, (iii) pay for the purchase or lease of assets or services
         even if they are not delivered or (iv) maintain the capital, working
         capital, solvency or general financial condition of such primary
         obligor;

                  (c)      any liability of the Company (or such specified
         Person), as a general partner of a partnership in respect of
         Indebtedness or other obligations of such partnership;

                  (d)      any liability of the Company (or such specified
         Person) as a joint venturer of a joint venture in respect of
         Indebtedness or other obligations of such joint venture;

                  (e)      reimbursement obligations, whether contingent or
         matured, of the Company (or such specified Person) with respect to
         letters of credit, bankers acceptances, surety bonds, other financial
         guarantees and Interest Rate Protection Agreements,

whether or not any of the foregoing are reflected on the balance sheet of the
Company (or such specified Person) or in a footnote thereto; provided, however,
that the term "Guarantee" shall not include endorsements for collection or
deposit in the ordinary course of business. The amount of any Guarantee and the
amount of Indebtedness resulting from such Guarantee shall be the maximum
amount that the guarantor may become obligated to pay in respect of the
obligations (whether or not such obligations are outstanding at the time of
computation).

         1.75.    "Guarantor" means each Borrower that is, or that subsequently
becomes, a party to this Agreement as a Guarantor.

         1.76.    "Hazardous Material" means any pollutant, toxic or hazardous
material or waste, including any "hazardous substance" or "pollutant" or
"contaminant" as defined in section


                                     -12-
<PAGE>


101(14) of CERCLA or any other Environmental Law or regulated as toxic or
hazardous under RCRA or any other Environmental Law.

         1.77.    "Health Benefit Laws" means all federal, state and local
statutes and regulations related to the licensure, certification, qualification
or authority to transact business relating to the provision of and/or payment
for health benefits, including without limitation health maintenance
organization laws, insurance laws, reinsurance and insolvency laws, preferred
provider organization laws, point-of-service laws, certificate of need laws,
third party administrator laws, ERISA, the Consolidated Omnibus Budget
Reconciliation Act of 1985, provider credentialling laws, utilization review
laws, coordination of benefit requirements, hospital reimbursement laws,
Medicaid participation laws, insurance holding company laws, fraud and abuse
laws and patient referral laws.

         1.78.    "Indebtedness" means all obligations, contingent or
otherwise, which in accordance with GAAP are required to be classified upon the
balance sheet of the Company (or other specified Person) as liabilities, but in
any event including (without duplication):

                  (a)      borrowed money;

                  (b)      indebtedness evidenced by notes, debentures or
         similar instruments;

                  (c)      Capitalized Lease Obligations;

                  (d)      deferred purchase price of assets (other than normal
         trade accounts payable in the ordinary course of business);

                  (e)      mandatory redemption or dividend rights on capital
         stock (or other equity);

                  (f)      unfunded pension liabilities;

                  (g)      obligations that are immediately and directly due
         and payable out of the proceeds of or production from property;

                  (h)      undischarged liabilities secured by any Lien
         existing on property owned or acquired by the Company (or such
         specified Person), whether or not the liability secured thereby shall
         have been assumed; and

                  (i)      all Guarantees in respect of Indebtedness of others.

         1.79.    "Indemnified Party" is defined in Section 10.2.

         1.80.    "Initial Closing Date" means the first date on which all the
conditions set forth in Section 5.1 and 5.2 have been satisfied.


                                     -13-
<PAGE>


         1.81.    "Interest Rate Protection Agreement" means any interest rate
swap, interest rate cap, interest rate hedge or other contractual arrangement
that converts variable interest rates into fixed interest rates, fixed interest
rates into variable interest rates or other similar arrangements.

         1.82.    "Interest Expense" means, for any period, the aggregate
amount of interest, including commitment fees and payments in the nature of
interest under Capitalized Leases (whether such interest is reflected as an
item of expense or capitalized), paid or accrued by any Person.

         1.83.    "Investment" means, with respect to any Borrower (or other
specified Person):

                  (a)      any share of capital stock, partnership or other
         equity interest, evidence of Indebtedness or other security issued by
         any other Person;

                  (b)      any loan, advance or extension of credit to, or
         contribution to the capital of, any other Person;

                  (c)      any Guarantee of the Indebtedness of any other
         Person;

                  (d)      any acquisition of all or any part of the business
         of any other Person or the assets comprising such business or part
         thereof;

                  (e)      any commitment or option to make any Investment; and

                  (f)      any other similar investment.

         The investments described in the foregoing clauses (a) through (f)
shall be included in the term "Investment" whether they are made or acquired by
purchase, exchange, issuance of stock or other securities, merger,
reorganization or any other method; provided, however, that the term
"Investment" shall not include (i) trade and customer accounts receivable for
property leased, goods furnished or services rendered in the ordinary course of
business and payable in accordance with customary trade terms, (ii) advances
and prepayments to suppliers for property leased, goods furnished and services
rendered in the ordinary course of business, (iii) advances to employees,
agents or consultants in the ordinary course of business, including travel
expenses, drawing accounts, payroll and similar expenditures, (iv) stock or
other securities acquired in connection with the satisfaction or enforcement of
Indebtedness or claims due to the Company (or such specified Person) or as
security for any such Indebtedness or claim or (v) Cash Equivalents.

         1.84.    "Late Delivery Date" is defined in the definition of
"Applicable Margin" in Section 1.9.

         1.85.    "Late Pricing Reset Date" is defined in the definition of
"Applicable Margin" in Section 1.9.


                                     -14-
<PAGE>


         1.86.    "Legal Requirement" means any present or future requirement
imposed upon any of the Lenders or the Company and its Related Entities by any
law, statute, rule, regulation, directive, order, decree, guideline (or any
interpretation thereof by courts or of administrative bodies) of the United
States of America, or any jurisdiction in which any Eurodollar Office is
located or any state or political subdivision of any of the foregoing, or by
any board, governmental or administrative agency, central bank or monetary
authority of the United States of America, any jurisdiction in which any
Eurodollar Office is located, or any political subdivision of any of the
foregoing including, but not limited to, all Health Benefit Laws. Any such
requirement imposed on any of the Lenders which such Lender reasonably believes
has the force of law shall be deemed to be a Legal Requirement absent manifest
error.

         1.87.    "Lender" means each of the Persons listed as lenders on the
signature page hereto, including the Agent in its capacity as a Lender and such
other Persons who may from time to time own a Percentage Interest in either of
the Loans.

         1.88.    "Lending Officer" means such individuals whom the Agent may
designate by notice to the Company from time to time as an officer who may
receive telephone requests for borrowings under Section 2.1.3 or Section 2.3.2.

         1.89.    "Letter of Credit" is defined in Section 2.2.1.

         1.90.    "Letter of Credit Exposure" means, at any date, the sum of
(a) the aggregate face amount of all drafts that may then or thereafter be
presented by beneficiaries under all Letters of Credit then outstanding, plus
(b) the aggregate face amount of all drafts that the Letter of Credit Issuer
has previously accepted under Letters of Credit but has not paid.

         1.91.    "Letter of Credit Issuer" means, for any Letter of Credit,
the Agent or, in the event the Agent does not for any reason issue a requested
Letter of Credit, another Lender selected by the Borrower to issue such Letter
of Credit.

         1.92.    "Lien" means, with respect to the Company (or any other
specified Person):

                  (a)      any lien, encumbrance, mortgage, pledge, charge or
         security interest of any kind upon any property or assets of the
         Company (or such specified Person), whether now owned or hereafter
         acquired, or upon the income or profits therefrom;

                  (b)      the acquisition of, or the agreement to acquire, any
         property or asset upon conditional sale or subject to any other title
         retention agreement, device or arrangement (including a Capitalized
         Lease);

                  (c)      the sale, assignment, pledge or transfer for
         security of any accounts, general intangibles or chattel paper of the
         Company (or such specified Person), with or without recourse;


                                     -15-
<PAGE>


                  (d)      the transfer of any tangible property or assets for
         the purpose of subjecting such items to the payment of previously
         outstanding Indebtedness in priority to payment of the general
         creditors of the Company (or such specified Person); and

                  (e)      the existence for a period of more than 120
         consecutive days of any Indebtedness against the Company (or such
         specified Person) which if unpaid would by law or upon a Bankruptcy
         Default be given any priority over general creditors.

         1.93.    "Loans" means the Revolving Loan and the Swingline Loan,
collectively.

         1.94.    "Loan Accounts" is defined in Section 2.1.4.

         1.95.    "Mandatory Borrowing" is defined in Section 2.3.4.

         1.96.    "Margin Stock" means "margin stock" within the meaning of
Regulations G, T, U or X of the Board of Governors of the Federal Reserve
System.

         1.97.    "Material Adverse Change" means, since any specified date or
from the circumstances existing immediately prior to the happening of any
specified event, a material adverse change in (a) the business, assets,
financial condition, income or prospects of the Company and its Related
Entities, taken as a whole, whether as a result of (i) general economic
conditions affecting the industry in which the Company and its Related Entities
are engaged, (ii) difficulties in obtaining supplies and raw materials, (iii)
fire, flood or other natural calamities, (iv) environmental pollution, (v)
regulatory changes, judicial decisions, war or other governmental action or
(vi) any other event or development, whether or not related to those enumerated
above or (b) the ability of the Obligors, taken as a whole, to perform their
obligations under the Credit Documents or (c) the rights and remedies of the
Agent and the Lenders under the Credit Documents.

         1.98.    "Material Agreements" is defined in Section 7.2.2.

         1.99.    "Material Plan" means any Plan or Plans, collectively, as to
which (a) the excess of (i) the aggregate Accumulated Benefit Obligations under
such Plan or Plans over (ii) the aggregate fair market value of the assets of
such Plan or Plans allocable to such benefits, all determined as of the then
most recent valuation date or dates for such Plan or Plans, is greater than (b)
$500,000.

         1.100.   "Material Related Entity" means any Related Entity that
either (a) has One Hundred Thousand Dollars ($100,000) or more in tangible
assets or (b) is engaged in the business of performing physician services.

         1.101.   "Maximum Amount of Revolving Credit" is defined in Section
2.1.2.

         1.102.   "Multiemployer Plan" means any Plan that is a "multiemployer
plan" as defined in section 4001(a)(3) of ERISA.


                                     -16-
<PAGE>


         1.103.   "Net Asset Sale Proceeds" means the cash proceeds of the sale
or disposition of assets (including by way of merger) by, and the cash proceeds
of any insurance payments or condemnation awards on account of the destruction
or loss of property of, the Company or any of its Subsidiaries after the
Initial Closing Date, net of (a) any Indebtedness permitted by Section 6.6.14
that is secured by assets being sold in such transaction and is required to be
paid from such proceeds, (b) income taxes that, as estimated by the Company in
good faith, will be required to be paid by the Company or any of its
Subsidiaries in cash as a result of, and within 16 months after, such sale or
disposition (provided that any such amounts that are not actually paid in taxes
within such period shall automatically become Net Asset Sale Proceeds), and (c)
all reasonable expenses of the Company or any of its Subsidiaries payable in
connection with the sale or disposition; provided, however, that "Net Asset
Sale Proceeds" shall not include cash proceeds:

                           (i)      of asset sales permitted by Section 6.12.1,
                  or

                           (ii)     of mergers permitted by Section 6.12.2.

         1.104.   "Net Debt Proceeds" means cash proceeds (net of reasonable
out-of-pocket transaction fees and expenses) from the incurrence by the Company
or any of its Subsidiaries after the Initial Closing Date of Consolidated Total
Funded Debt other than Consolidated Total Funded Debt permitted by Sections
6.6.1, 6.6.10 and 6.6.14.

         1.105.   "Net Equity Proceeds" means the cash proceeds (net of
reasonable out-of-pocket fees and expenses) received by the Company or any of
its Subsidiaries in connection with any issuance by the Company or any of its
Subsidiaries after the Initial Closing Date of any shares of its capital stock,
other equity interests or options, warrants or other purchase rights to acquire
such capital stock or other equity interests to, or receipt of a capital
contribution from, any Person (other than any Obligors or their officers,
employees and directors).

         1.106.   "Net Income" means, for any period, the net income (or loss)
of any Person, determined in accordance with GAAP; provided, however, that Net
Income shall not include the net amount after taxes of:

                  (a)      the income (or loss) of any other Person accrued
         prior to the date such other Person becomes a Related Entity or is
         merged into or consolidated with such Person;

                  (b)      all amounts included in computing such net income
         (or loss) in respect of the write-up of any asset after December 31,
         2000;

                  (c)      extraordinary and nonrecurring gains; and

                  (d)      the income of any Subsidiary to the extent the
         payment of such income in the form of a Distribution or repayment of
         Indebtedness to such Person is not permitted, whether on account of
         any Charter or Bylaw restriction, any agreement, instrument, deed


                                     -17-
<PAGE>


         or lease or any law, statute, judgment, decree or governmental order,
         rule or regulation applicable to such Subsidiary.

         1.107.   "Nonperforming Lender" is defined in Section 11.4.4.

         1.108.   "Obligor" means the Company, each other Borrower, each
Guarantor and each Person guaranteeing, providing collateral for or
subordinating obligations to, the Credit Obligations.

         1.109.   "Overdue Reimbursement Rate" means, at any date, the highest
Applicable Rate then in effect.

         1.110.   "Payment Date" means the first Banking Day of each quarter,
commencing with the first such date after the Initial Closing Date.

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

         1.112.   "Percentage Interest" is defined in Section 11.1.

         1.113.   "Performing Lender" is defined in Section 11.4.4.

         1.114.   "Permitted Acquisition" means an Investment by any Borrower
permitted under Section 6.9.4.

         1.115.   "Person" means any present or future natural person or any
corporation, association, partnership, joint venture, limited liability, joint
stock or other company, business trust, trust, organization, business or
government or any governmental agency or political subdivision thereof.

         1.116.   "Plan" means, at any date, any pension benefit plan subject
to Title IV of ERISA maintained, or to which contributions have been made or
are required to be made, by any ERISA Group Person within six years prior to
such date.

         1.117.   "Pricing Reset Date" means the first day after annual or
quarterly financial statements have been furnished to the Lenders in accordance
with Sections 6.4.1 and 6.4.2 from time to time.

         1.118.   "Purchase Price" means the amount of the consideration,
including, but not limited to, cash or Cash Equivalents, capital stock, assets,
debt, including contingent or other promissory notes, and any other form of
payment, for any Permitted Acquisition.

         1.119.   "RCRA" means the federal Resource Conservation and Recovery
Act, 42 U.S.C.ss.690, et seq.

         1.120.   "Register" is defined in Section 12.1.3.


                                     -18-
<PAGE>


         1.121.   "Related Entities" means all of the Subsidiaries of the
Company, all of which are listed on Exhibit 7.1, as it may be amended from time
to time in accordance with Sections 6.4.1 and 6.4.2.

         1.122.   "Related Fund" means, with respect to any Lender that is a
fund that invests in senior bank loans, any other fund that invests in senior
bank loans and is managed by the same investment advisor as such Lender or by
an Affiliate of such investment advisor.

         1.123.   "Related Entities Total Liabilities" means, at any date, all
Indebtedness of the Company and its Related Entities on a Consolidated basis.

         1.124.   "Replacement Lender" is defined in Section 12.3.

         1.125.   "Required Lenders" means, with respect to any approval,
consent, modification, waiver or other action to be taken by the Agent or the
Lenders under either Loan which require action by the Required Lenders, such
Lenders as own at least 51% of the Percentage Interests of such Loan; provided,
however, that with respect to any matters referred to in the proviso to Section
11.6, Required Lenders means such Lenders as own at least the respective
portions of the Percentage Interests of the relevant Loan required by Section
11.6.

         1.126.   "Revolving Loan" is defined in Section 2.1.1.

         1.127.   "Revolving Notes" is defined in Section 2.1.4.

         1.128.   "Securities Act" means the federal Securities Act of 1933.

         1.129.   "Security Agreement" is defined in Section 5.1.3.

         1.130.   "Sellers" means the Person or Persons selling or otherwise
transferring the capital stock, partnership or other equity interest or assets
of the Acquired Party to a Borrower pursuant to a Permitted Acquisition.

         1.131.   "Subordinated Notes" means the $17,791,667 million (as of
June 30, 2001) of debt that is subordinated and junior in right of payment to
prior payment in full of all Credit Obligations and that is outstanding under
subordinated convertible notes of Magella Healthcare Corporation.

         1.132.   "Subsidiary" means any Person of which the Company (or other
specified Person) shall at the time, directly or indirectly through one or more
of its Subsidiaries, (a) own at least 50% of the outstanding capital stock (or
other shares of beneficial interest) entitled to vote generally, (b) hold at
least 50% of the partnership, joint venture or similar interests or (c) be a
general partner or joint venturer.

         1.133.   "Swingline Borrower" means the Company.


                                     -19-
<PAGE>


         1.134.   "Swingline Lender" means Fleet National Bank, in its capacity
as swingline lender hereunder.

         1.135.   "Swingline Loan" is defined in Section 2.3.3.

         1.136.   "Swingline Loan Account" is defined in Section 2.3.3.

         1.137.   "Swingline Note" is defined in Section 2.3.3.

         1.138.   "Swingline Rate" means the rate equal to the sum of (a) the
Applicable Rate with respect to the Revolving Loan calculated on the basis of
the Base Rate plus (b) an additional 2% per annum effective on the day the
Agent notifies the Company that the interest rates hereunder are increasing as
a result of the occurrence and continuance of an Event of Default until the
earlier of such time as (i) such Event of Default is no longer continuing or
(ii) such Event of Default is deemed no longer to exist, in each case pursuant
to Section 8.3.

         1.139.   "Tax" means any present or future tax, levy, duty, impost,
deduction, withholding or other charge of whatever nature at any time required
by any Legal Requirement (a) to be paid by any Lender or (b) to be withheld or
deducted from any payment otherwise required hereby to be made to any Lender,
in each case on or with respect to its obligations hereunder, the Loans, any
payment in respect of the Credit Obligations or any Funding Liability not
included in the foregoing; provided, however, that the term "Tax" shall not
include taxes imposed upon or measured by the net income of such Lender (other
than withholding taxes) or franchise taxes.

         1.140.   "Total Liabilities" means, at any date, all Indebtedness of
the Company and its Related Entities.

         1.141.   "UCC" means the Uniform Commercial Code as in effect in
Massachusetts on the date hereof; provided, however, that with respect to the
perfection of the Agent's Lien in the Credit Security and the effect of
nonperfection thereof, the term "UCC" means the Uniform Commercial Code as in
effect in any jurisdiction the laws of which are made applicable by Section
9-103 of the Uniform Commercial Code as in effect in Massachusetts.

         1.142.   "Wholly Owned Subsidiary" means any Subsidiary of which all
of the outstanding capital stock (or other shares of beneficial interest)
entitled to vote generally (other than directors' qualifying shares) is owned
by the Company (or other specified Person) directly or indirectly through one
or more Wholly Owned Subsidiaries.

2.       The Credits.

         2.1.     Revolving Credit.

                  2.1.1.   Revolving Loan. Subject to all the terms and
         conditions of this Agreement and so long as no Default then exists,
         from time to time on and after the Initial Closing Date and prior to
         the Final Maturity Date the Lenders will, severally in accordance with
         their respective Percentage Interests, make loans to any Borrower in


                                     -20-
<PAGE>


         such amounts as may be requested by such Borrower in accordance with
         Section 2.1.3. The sum of the aggregate principal amount of loans made
         under this Section 2.1.1 at any one time outstanding plus the
         Swingline Loan plus the Letter of Credit Exposure shall in no event
         exceed the Maximum Amount of Revolving Credit. In no event will the
         principal amount of loans at any one time outstanding made by any
         Lender pursuant to this Section 2.1 exceed such Lender's Commitment.
         The aggregate principal amount of the loans made pursuant to this
         Section 2.1 at any one time outstanding is referred to as the
         "Revolving Loan".

                  2.1.2.   Maximum Amount of Revolving Credit. The term
         "Maximum Amount of Revolving Credit" means, on any date, the lesser of
         (a) $82,500,000 or such higher amount as may be established pursuant
         to the last sentence of this Section 2.1.2, up to $125,000,000, as
         equals the aggregate amount of Commitments then in effect, minus the
         aggregate of all Net Asset Sale Proceeds, Net Debt Proceeds or Net
         Equity Proceeds required to be prepaid in accordance with Section
         4.1.2, or (b) the amount (in an integral multiple of $1,000,000) to
         which the then applicable amount shall have been irrevocably reduced
         from time to time by notice from the Company to the Agent. Unless a
         Default or Event of Default has occurred and is continuing, the
         Borrower may request that the Maximum Amount of Revolving Credit be
         increased, provided that the Maximum Amount of Revolving Credit shall
         not in any event exceed One Hundred Twenty-Five Million Dollars
         ($125,000,000) minus the aggregate of all required prepayments made
         pursuant to Section 4.1.2 and minus all amounts by which the Company
         shall have irrevocably reduced the Maximum Amount of Revolving Credit
         by notice to the Agent from time to time pursuant to clause (b) of the
         preceding sentence, provided, however, that (i) any Lender which is a
         party to this Agreement prior to such increase shall have the first
         option, and may elect, to fund its pro rata share of the increase,
         thereby increasing its Commitment hereunder, but no Lender shall have
         any obligation to do so, (ii) in the event that it becomes necessary
         to include a new Lender to provide additional funding under this
         2.1.2, such new Lender must be reasonably acceptable to the Agent and
         the Borrower, and (iii) the Lenders' Percentage Interests shall be
         correspondingly adjusted, as necessary, to reflect any increase in the
         Maximum Amount of Revolving Credit and the Register shall be amended
         to reflect such adjustments.

                  2.1.3.   Borrowing Requests. Any Borrower may from time to
         time request a loan under Section 2.1.1 by providing to the Agent a
         notice (which may be given by a telephone call received by a Lending
         Officer if promptly confirmed in writing). Such notice must be given
         not later than noon (Boston time) on the requested Closing Date (which
         shall be the third Banking Day prior to the requested Closing Date for
         such loan if any portion of such loan will be subject to a Eurodollar
         Pricing Option on the requested Closing Date). If such notice
         requested that a loan, or any portion thereof, be made subject to a
         Eurodollar Pricing Option, and the Agent shall have notified the
         Borrower pursuant to Section 3.2.2 that such election did not become
         effective, the notice shall be deemed to have been made for a loan at
         the Base Rate. The notice must specify (a) the amount of the requested
         loan (which shall be not less than $1,000,000 and an integral multiple
         of $100,000), (b) the requested Closing Date therefor (which shall be
         a Banking


                                     -21-
<PAGE>


         Day) and (c) the portion of the requested loan that is to be used for
         purposes other than Permitted Acquisitions. Upon receipt of such
         notice, the Agent will promptly inform each other Lender (by telephone
         or otherwise). Each such loan will be made at the Boston Office by
         depositing the amount thereof to the general account of such Borrower
         with the Agent. In connection with each such loan, such Borrower shall
         furnish to the Agent a certificate in substantially the form of
         Exhibit 5.2.1.

                  Notwithstanding anything contained in this Agreement, (i) the
         Agent may, in its sole discretion, make Revolving Loans to any
         Borrower under Section 2.1 at any time and in any amount and may apply
         any such Revolving Loan to cover the Credit Obligations of such
         Borrower then due and (ii) subject to all the terms and conditions of
         this Agreement and so long as no Default exists, if any payment of
         interest due under this Agreement in respect of the Revolving Loan is
         not paid when due, the Agent will make Revolving Loans to the Borrower
         under Section 2.1 on the third Banking Day after such payment of
         interest became due in the amount of the interest then due and will
         apply any such Revolving Loan to cover the interest then due (each
         Revolving Loan made under clauses (i) or (ii) of this paragraph being
         a "Credit Obligation Advance").

                  2.1.4.   Loan Accounts; Revolving Notes. The Agent will
         establish on its books separate loan accounts for each Borrower
         (collectively the "Loan Accounts") each of which the Agent shall
         administer as follows: (a) the Agent shall add to each Loan Account,
         and each Loan Account shall evidence, the principal amount of all
         loans from time to time made by the Lenders, in accordance with
         Section 11, to such Borrower pursuant to Section 2.1.1 and (b) the
         Agent shall reduce each Borrower's Loan Account by the amount of all
         payments made on account of the Indebtedness evidenced by the Loan
         Account of such Borrower. The Revolving Loan shall be deemed owed to
         each Lender severally in accordance with such Lender's Percentage
         Interest therein, and all payments credited to the Loan Accounts shall
         be for the account of each Lender in accordance with its Percentage
         Interest in the Revolving Loan. Each Borrower's obligations to pay
         each Lender's Percentage Interest in the Revolving Loan shall be
         evidenced by the notes of such Borrower attached hereto as Exhibit
         2.1.4 (the "Revolving Notes"), payable to each Lender in maximum
         principal amount equal to the amount represented by such Lender's
         Percentage Interest in the Revolving Loan. Each Lender shall keep a
         record of the date and amount of (i) each loan made by it to each
         Borrower pursuant to Section 2.1 and (ii) each payment of principal
         made by such Borrower pursuant to Section 4. Prior to the transfer of
         a Revolving Note, the relevant Lender shall endorse on a schedule
         thereto appropriate notations evidencing such dates and amounts;
         provided, however, that the failure of the Lender to make any such
         recordation or endorsement shall not affect the obligations of such
         Borrower under this Agreement, the Revolving Note or any other Credit
         Document.

         2.2.     Letters of Credit.

                  2.2.1.   Issuance of Letters of Credit. Subject to all the
         terms and conditions of this Agreement and so long as no Default
         exists, from time to time on and after the Initial


                                     -22-
<PAGE>


         Closing Date and prior to the date five Banking Days preceding the
         Final Maturity Date, the Letter of Credit Issuer will, at the request
         of a Borrower, issue for the account of the Borrower one or more
         irrevocable documentary or standby letters of credit (the "Letters of
         Credit"). The sum of Letter of Credit Exposure plus the Revolving Loan
         shall in no event exceed the Maximum Amount of Revolving Credit.
         Letter of Credit Exposure shall in no event exceed $10,000,000.

                  2.2.2.   Requests for Letters of Credit. Each Borrower may
         from time to time request a Letter of Credit to be issued by providing
         to the Letter of Credit Issuer (and the Agent if the Letter of Credit
         Issuer is not the Agent) a notice which is actually received by the
         Agent not less than five Banking Days (for standby Letters of Credit)
         and one Banking Day (for documentary Letters of Credit) prior to the
         requested Closing Date for such Letter of Credit specifying (a) the
         amount of the requested Letter of Credit, (b) the beneficiary thereof,
         (c) the requested Closing Date and (d) a summary of the principal
         terms of the text for such Letter of Credit. Each Letter of Credit
         will be issued by forwarding it to the Borrower or to such other
         Person as directed in writing by the Borrower. In connection with the
         issuance of any Letter of Credit, the Borrower shall furnish to the
         Letter of Credit Issuer (and the Agent if the Letter of Credit Issuer
         is not the Agent) a certificate in substantially the form of Exhibit
         5.2.1 and any customary application forms required by the Letter of
         Credit Issuer. In the event of any inconsistency between such
         application forms and this Agreement, this Agreement shall govern.

                  2.2.3.   Form and Expiration of Letters of Credit. Each
         Letter of Credit issued under this Section 2.2 and each draft accepted
         or paid under such a Letter of Credit shall be issued, accepted or
         paid, as the case may be, by the Letter of Credit Issuer at its
         principal office. No Letter of Credit shall provide for the payment of
         drafts drawn thereunder, and no draft shall be payable, at a date
         which is later than the earlier of (a) the date 12 months after the
         date of issuance (which expiration date may be extended at the option
         of the Letter of Credit Issuer for additional 12-month periods ending
         on or prior to the date which is five Banking Days prior to the Final
         Maturity Date) or (b) five Banking Days prior to the Final Maturity
         Date. Each Letter of Credit and each draft accepted under a Letter of
         Credit shall be in such form and minimum amount, and shall contain
         such terms, as the Letter of Credit Issuer and the Borrower may agree
         upon at the time such Letter of Credit is issued.

                  2.2.4.   Lenders' Participation in Letters of Credit. Upon
         the issuance of any Letter of Credit, a participation therein, in an
         amount equal to each Lender's Percentage Interest in the Revolving
         Loan, shall automatically be deemed granted by the Letter of Credit
         Issuer to each such Lender on the date of such issuance and such
         Lenders shall automatically be obligated, as set forth in Section
         10.3, to reimburse the Letter of Credit Issuer to the extent of their
         respective Percentage Interests in the Revolving Loan for all
         obligations incurred by the Letter of Credit Issuer to third parties
         in respect of such Letter of Credit not reimbursed by the Borrower.
         The Letter of Credit Issuer will send to each


                                     -23-
<PAGE>


         Lender (and the Agent if the Letter of Credit Issuer is not the Agent)
         a confirmation regarding the participations in Letters of Credit
         outstanding during such month.

                  2.2.5.   Reimbursement of Payment. At such time as a Letter
         of Credit Issuer makes any payment on a draft presented or accepted
         under a Letter of Credit, the amount of such payment shall be
         considered a loan under Section 2.1.1 (regardless of whether the
         conditions set forth in Section 5.2 are satisfied) and part of the
         Revolving Loan as if the Borrower had paid in full the amount required
         with respect to the Letter of Credit by borrowing such amount under
         Section 2.1.1, except as provided below. In the event such amount
         would cause the Revolving Loan to exceed the Maximum Amount of
         Revolving Credit or in the event the Agent has previously provided
         written notice to the Borrower that Letter of Credit payments will no
         longer be considered loans under Section 2.1.1, the Borrower will on
         demand pay to the Agent in immediately available funds the amount of
         such payment.

                  2.2.6.   Uniform Customs and Practice. The Uniform Customs
         and Practice for Documentary Credits adopted by a Congress of the
         International Chamber of Commerce, and any subsequent revisions
         thereof approved by a Congress of the International Chamber of
         Commerce and adhered to by the Letter of Credit Issuer (the "Uniform
         Customs and Practice"), shall be binding on the Borrower and the
         Letter of Credit Issuer except to the extent otherwise provided
         herein, in any Letter of Credit or in any other Credit Document.
         Anything in the Uniform Customs and Practice to the contrary
         notwithstanding:

                  (a)      With respect to each Letter of Credit, neither the
         Letter of Credit Issuer nor its correspondents shall be responsible
         for or shall have any duty to ascertain (unless the Letter of Credit
         Issuer or such correspondent is grossly negligent or willful in
         failing so to ascertain):

                           (i)      the genuineness of any signature or the
                  validity, form, sufficiency, accuracy, genuineness or legal
                  effect of any endorsements;

                           (ii)     delay in giving, or failure to give, notice
                  of arrival, notice of refusal of documents or of
                  discrepancies in respect of which any Letter of Credit Issuer
                  refuses the documents or any other notice, demand or protest;

                           (iii)    the performance by any beneficiary under
                  any Letter of Credit of such beneficiary's obligations to the
                  Borrower;

                           (iv)     inaccuracy in any notice received by the
                  Letter of Credit Issuer;

                           (v)      the validity, form, sufficiency, accuracy,
                  genuineness or legal effect of any instrument, draft,
                  certificate or other document required by such Letter of
                  Credit to be presented before payment of a draft if such
                  instrument, draft, certificate or other document appears on
                  its face to comply with the


                                     -24-
<PAGE>


                  requirements of the Letter of Credit, or the office held by
                  or the authority of any Person signing any of the same; or

                           (vi)     failure of any instrument to bear any
                  reference or adequate reference to such Letter of Credit, or
                  failure of any Person to note the amount of any instrument on
                  the reverse of such Letter of Credit or to surrender such
                  Letter of Credit or to forward documents in the manner
                  required by such Letter of Credit.

                  (b)      Except insofar as a particular Letter of Credit
         contains express, contrary instructions, the Letter of Credit Issuer
         may honor as complying with the terms of any Letter of Credit and with
         this Agreement any drafts or other documents otherwise in order signed
         or issued by an administrator, executor, conservator, trustee in
         bankruptcy, debtor in possession, assignee for benefit of creditors,
         liquidator, receiver or other legal representative of the party
         authorized under such Letter of Credit to draw or issue such drafts or
         other documents.

                  (c)      The occurrence of any of the events referred to in
         the Uniform Customs and Practice or in the preceding clauses of this
         Section 2.2.6 shall not affect or prevent the vesting of any of the
         Letter of Credit Issuer's rights or powers hereunder or the Borrower's
         obligation to make reimbursement of amounts paid under any Letter of
         Credit or any draft accepted thereunder.

                  (d)      In the event of any conflict between the provisions
         of this Agreement and the Uniform Customs and Practice, the provisions
         of this Agreement shall govern.

                  2.2.7.   Subrogation. Upon any payment by a Letter of Credit
         Issuer under any Letter of Credit and until the reimbursement of such
         Letter of Credit Issuer by the Borrower with respect to such payment,
         the Letter of Credit Issuer shall be entitled to be subrogated to, and
         to acquire and retain, the rights which the Person to whom such
         payment is made may have against the Borrower, all for the benefit of
         the Lenders. The Borrower will take such action as the Letter of
         Credit Issuer may reasonably request, including requiring the
         beneficiary of any Letter of Credit to execute such documents as the
         Letter of Credit Issuer may reasonably request, to assure and confirm
         to the Letter of Credit Issuer such subrogation and such rights,
         including the rights, if any, of the beneficiary to whom such payment
         is made in accounts receivable, inventory and other properties and
         assets of any Obligor.

                  2.2.8.   Modification, Consent, etc. If the Borrower requests
         or consents in writing to any modification or extension of any Letter
         of Credit, or waives any failure of any draft, certificate or other
         document to comply with the terms of such Letter of Credit, the Letter
         of Credit Issuer shall be entitled to rely on such request, consent or
         waiver. This Agreement shall be binding upon the Borrower with respect
         to such Letter of Credit as so modified or extended, and with respect
         to any action taken or omitted by such Letter of Credit Issuer
         pursuant to any such request, consent or waiver.


                                     -25-
<PAGE>


         2.3.     Swingline Credit.

                  2.3.1.   Swingline Loan. Subject to all the terms and
         conditions of this Agreement and so long as no Default exists, from
         time to time on and after the Initial Closing Date and prior to the
         Final Maturity Date, the Swingline Lender will make loans to the
         Company in such amounts as may be requested by the Company in
         accordance with Section 2.3.2. The sum of the aggregate principal
         amount of loans made under this Section 2.3 at any one time
         outstanding plus the Revolving Loan plus the Letter of Credit Exposure
         shall in no event exceed the Maximum Amount of Revolving Credit. In no
         event will the principal amount of loans made pursuant to this Section
         2.3 at any one time outstanding exceed $10,000,000.

                  2.3.2.   Borrowing Requests. The Company may from time to
         time request a loan under Section 2.3.1 by providing to the Swingline
         Lender a notice (which may be given by a telephone call received by a
         Lending Officer provided that a written notice is subsequently
         delivered to the Swingline Lender within twenty-four (24) hours of
         such telephone call). Such notice must be not later than noon (Boston
         time) on the requested Closing Date (which must be a Banking Day) for
         such loan. The notice must specify the amount of the requested loan
         (which shall be not less than $100,000 and an integral multiple of
         $50,000). Each such loan will be made at the Boston office by
         depositing the amount thereof to the general account of the Company
         with the Swingline Lender. In connection with each such loan, the
         Company shall furnish to the Swingline Lender a certificate in
         substantially the form of Exhibit 5.2.1.

                  2.3.3.   Swingline Loan Account; Swingline Notes. The
         Swingline Lender will establish on its books a loan account for the
         Company (the "Swingline Loan Account") which the Swingline Lender
         shall administer as follows: (a) the Swingline Lender shall add to the
         Swingline Loan Account, and the Swingline Loan Account shall evidence,
         the principal amount of all loans from time to time made by the
         Swingline Lender to the Company pursuant to Section 2.3.1 and (b) the
         Swingline Lender shall reduce the Swingline Loan Account by the amount
         of all payments made on account of the Indebtedness evidenced by the
         Swingline Loan Account. The aggregate principal amount of the
         Indebtedness evidenced by the Swingline Loan Account is referred to as
         the "Swingline Loan". The Company's obligation to pay the Swingline
         Loan shall be evidenced by a note of the Company in substantially the
         form of Exhibit 2.3.3 (the "Swingline Note"), payable to the Swingline
         Lender in maximum principal amount equal to the Swingline Loan.

                  2.3.4.   Conversion of Swingline Loan into Revolving Loan.
         The Swingline Lender may, in its sole discretion, (i) on any Friday,
         or if any Friday is not a Banking Day, on the first preceding Banking
         Day before such Friday, or (ii) on any Banking Day after the
         occurrence and during the continuance of an Event of Default, give
         notice to the other Lenders and the Company that the Swingline Loan
         shall be paid in full with a special mandatory borrowing under the
         Revolving Loan (the "Mandatory Borrowing"). Such a notice of a
         Mandatory Borrowing shall be deemed to have been automatically


                                     -26-
<PAGE>


         given upon a Bankruptcy Default or upon the exercise of any of the
         remedies provided in Section 8.2. Upon the giving of any such notice
         or deemed notice, a Mandatory Borrowing under the Revolving Loan in
         the amount of the Swingline Loan shall be made on the next Banking Day
         from all Lenders in accordance with their respective Percentage
         Interests in the Revolving Loan, and the proceeds thereof shall be
         applied to the Swingline Lender as a repayment of the Swingline Loan.
         Each Lender irrevocably agrees to make such loan pursuant to each such
         Mandatory Borrowing notice in the amount and in the manner specified
         above in this Section 2.3.4, notwithstanding (a) whether any
         conditions specified in Section 5 have been satisfied, (b) that a
         Default or an Event of Default has occurred and is continuing or (c)
         the date of such Mandatory Borrowing. In the event that any Mandatory
         Borrowing cannot for any reason be made on the date required above
         (including as a result of the commencement of a proceeding under the
         Bankruptcy Code), each Lender shall promptly purchase from the
         Swingline Lender as of the date the Mandatory Borrowing otherwise
         would have occurred such participation in the Swingline Loan as shall
         be necessary to cause the Lenders to share in the Swingline Loan
         ratably based upon their respective Percentage Interests in the
         Revolving Loan. In the event of such participations, all interest
         payable on the Swingline Loan shall be for the account of the
         Swingline Lender until the date on which the participations are
         required to be purchased and, to the extent attributable to the
         purchased participations, shall be payable to the participants from
         and after such date. At the time any such purchase of participations
         is actually made, the purchasing Lender shall pay the Swingline Lender
         interest on the principal amount of the participation purchased at the
         overnight Federal Funds Rate for each day, commencing with the date
         the Mandatory Borrowing otherwise would have occurred to the date of
         payment for such participation.

         2.4.     Application of Proceeds.

                  2.4.1.   The Loans. Subject to Section 2.4.2, the Borrowers
         will apply the proceeds of the Loans for lawful corporate purposes,
         including (a) to fund Permitted Acquisitions and (b) for working
         capital.

                  2.4.2.   Specifically Prohibited Applications. The Borrowers
         will not, directly or indirectly, apply any part of the proceeds of
         any extension of credit made pursuant to the Credit Documents to
         purchase or to carry Margin Stock or to any transaction prohibited by
         Legal Requirements applicable to the Lenders or by the Credit
         Documents.

                  2.4.3.   Letters of Credit. Letters of Credit shall be issued
         only for such lawful corporate purposes as the Borrower has requested
         in writing and to which the Letter of Credit Issuer agrees.

         2.5.     Nature of Obligations of Lenders to Make Extensions of
Credit. The Lenders' obligations to extend credit under this Agreement are
several and are not joint or joint and several. If on any Closing Date any
Lender shall fail to perform its obligations under this Agreement, the
aggregate amount of Commitments to make the extensions of credit under this
Agreement shall be reduced by the amount of unborrowed Commitment of the Lender
so failing


                                     -27-
<PAGE>


to perform and the Percentage Interests of the relevant Loan shall be
appropriately adjusted. Lenders that have not failed to perform their
obligations to make the extensions of credit contemplated by Section 2 may, if
any such Lender so desires, assume, in such proportions as such Lenders may
agree, the obligations of any Lender who has so failed and the Percentage
Interests shall be appropriately adjusted. The provisions of this Section 2.5
shall not affect the rights of the Borrowers against any Lender failing to
perform its obligations hereunder. Subject to Section 2.3.4, the obligation to
make a Swingline Loan shall be an obligation solely of the Swingline Lender.

         2.6.     Obligations Joint and Several. Each Borrower shall be jointly
and severally liable with all other Borrowers for all Credit Obligations.

3.       Interest; Eurodollar Pricing Options; Fees.

         3.1.     Interest.

                  3.1.1.   Interest on the Revolving Loan. The Revolving Loan
         shall accrue and bear interest at a rate per annum which shall at all
         times equal the Applicable Rate. Prior to any stated or accelerated
         maturity of the Revolving Loan, on each Payment Date each Borrower
         will pay the accrued and unpaid interest on the portion of the
         Revolving Loan evidenced by its Loan Account, which portions were not
         subject to a Eurodollar Pricing Option. On the last day of each
         Eurodollar Interest Period or on any earlier termination of any
         Eurodollar Pricing Option, each Borrower will pay the accrued and
         unpaid interest on the portion of the Revolving Loan evidenced by its
         Loan Account which expired or terminated on such date. In the case of
         any Eurodollar Interest Period longer than three months, each Borrower
         will also pay the accrued and unpaid interest on the portion of the
         Revolving Loan evidenced by its Loan Account, subject to the
         Eurodollar Pricing Option having such Eurodollar Interest Period at
         three-month intervals, the first such payment to be made on the last
         Banking Day of the three-month period which begins on the first day of
         such Eurodollar Interest Period. On the stated or any accelerated
         maturity of the Revolving Loan, each Borrower will pay all accrued and
         unpaid interest on the portion of the Revolving Loan evidenced by its
         Loan Account, including any accrued and unpaid interest on any portion
         of the Revolving Loan which is subject to a Eurodollar Pricing Option.
         Upon the occurrence and during the continuance of an Event of Default,
         the Lenders may require accrued interest to be payable on demand or at
         regular intervals more frequent than each Payment Date. All payments
         of interest hereunder shall be made to the Agent for the account of
         each Lender in accordance with such Lender's Percentage Interest in
         the Revolving Loan.

                  3.1.2.   Interest on the Swingline Loan. The Swingline Loan
         shall accrue and bear interest at a rate per annum which shall at all
         times equal the Swingline Rate. Interest on the Swingline Loan shall
         be calculated on a daily basis and on the basis of a year of 365/366
         days. Prior to any stated or accelerated maturity of the Swingline
         Loan, the Swingline Borrower will on each Payment Date, beginning on
         the first Payment Date after the Initial Closing Date, pay the accrued
         and unpaid interest on such Indebtedness.


                                     -28-
<PAGE>


         On any stated or accelerated maturity of the Swingline Loan all
         accrued and unpaid interest thereon shall be forthwith due and
         payable. All payments of interest hereunder in respect of the
         Swingline Loan shall be made by the Swingline Borrower to the Agent
         for the account of the Swingline Lender.

         3.2.     Eurodollar Pricing Options.

                  3.2.1.   Election of Eurodollar Pricing Options. Subject to
         all of the terms and conditions hereof and so long as no Default
         exists, any Borrower may from time to time, by irrevocable notice to
         the Agent actually received not less than three Banking Days prior to
         the commencement of the Eurodollar Interest Period selected in such
         notice, elect to have such portion of the Revolving Loans as such
         Borrower may specify in such notice accrue and bear interest during
         the Eurodollar Interest Period so selected at the Applicable Rate
         computed on the basis of the Eurodollar Rate. No such election shall
         become effective:

                  (a)      if, prior to the commencement of any such Eurodollar
         Interest Period, the Agent determines that (i) the electing or
         granting of the Eurodollar Pricing Option in question would violate a
         Legal Requirement, (ii) Eurodollar deposits in an amount comparable to
         the principal amount of the Revolving Loan as to which such Eurodollar
         Pricing Option has been elected and which have a term corresponding to
         the proposed Eurodollar Interest Period are not readily available in
         the inter-bank Eurodollar market, or (iii) by reason of circumstances
         affecting the inter-bank Eurodollar market, adequate and reasonable
         methods do not exist for ascertaining the interest rate applicable to
         such deposits for the proposed Eurodollar Interest Period; or

                  (b)      if any Lender shall have advised the Agent by
         telephone or otherwise at or prior to noon (Boston time) on the second
         Banking Day prior to the commencement of such proposed Eurodollar
         Interest Period (and shall have subsequently confirmed in writing)
         that, after reasonable efforts to determine the availability of such
         Eurodollar deposits, such Lender reasonably anticipates that
         Eurodollar deposits in an amount equal to the Percentage Interest of
         such Lender in the portion of the Revolving Loan as to which such
         Eurodollar Pricing Option has been elected and which have a term
         corresponding to the Eurodollar Interest Period in question will not
         be offered in the Eurodollar market to such Lender at a rate of
         interest that does not exceed the anticipated Eurodollar Basic Rate.

                  3.2.2.   Notice to Lenders and the Borrowers. The Agent will
         promptly inform each Lender (by telephone or otherwise) of each notice
         received by it from a Borrower pursuant to Section 3.2.1 and of the
         Eurodollar Interest Period specified in such notice. Upon
         determination by the Agent of the Eurodollar Rate for such Eurodollar
         Interest Period or in the event such election shall not become
         effective, the Agent will promptly notify such Borrower and each
         Lender (by telephone or otherwise) of the Eurodollar Rate so
         determined or why such election did not become effective, as the case
         may be.


                                     -29-
<PAGE>


                  3.2.3.   Selection of Eurodollar Interest Periods. Eurodollar
         Interest Periods shall be selected so that:

                  (a)      the minimum portion of the Revolving Loan subject to
         any Eurodollar Pricing Option shall be $500,000 and an integral
         multiple of $100,000;

                  (b)      no more than 6 Eurodollar Pricing Options shall be
         outstanding at any one time; and

                  (c)      no Eurodollar Interest Period with respect to any
         part of the Revolving Loan subject to a Eurodollar Pricing Option
         shall expire later than the relevant Final Maturity Date.

                  3.2.4.   Additional Interest. If any portion of the Revolving
         Loan subject to a Eurodollar Pricing Option is repaid, or any
         Eurodollar Pricing Option is terminated for any reason (including
         acceleration of maturity), on a date which is prior to the last
         Banking Day of the Eurodollar Interest Period applicable to such
         Eurodollar Pricing Option, the Borrowers will pay to the Agent for the
         account of each Lender in accordance with such Lender's Percentage
         Interest, in addition to any amounts of interest otherwise payable
         hereunder, an amount equal to the present value (calculated in
         accordance with this Section 3.2.4) of interest for the unexpired
         portion of such Eurodollar Interest Period on the portion of the
         Revolving Loans so repaid, or as to which a Eurodollar Pricing Option
         was so terminated, at a per annum rate equal to the excess, if any, of
         (a) the rate applicable to such Eurodollar Pricing Option minus (b)
         the lowest rate of interest obtainable by the Agent upon the purchase
         of debt securities customarily issued by the Treasury of the United
         States of America which have a maturity date approximating the last
         Banking Day of such Eurodollar Interest Period. The present value of
         such additional interest shall be calculated by discounting the amount
         of such interest for each day in the unexpired portion of such
         Eurodollar Interest Period from such day to the date of such repayment
         or termination at a per annum interest rate equal to the interest rate
         determined pursuant to clause (b) of the preceding sentence, and by
         adding all such amounts for all such days during such period. The
         determination by the Agent of such amount of interest shall, in the
         absence of manifest error, be conclusive. For purposes of this Section
         3.2.4, if any portion of the Revolving Loan which was to have been
         subject to a Eurodollar Pricing Option is not outstanding on the first
         day of the Eurodollar Interest Period applicable to such Eurodollar
         Pricing Option other than for reasons described in Section 3.2.1, the
         Borrowers shall be deemed to have terminated such Eurodollar Pricing
         Option.

                  3.2.5.   Violation of Legal Requirements. If any Legal
         Requirement shall prevent any Lender from funding or maintaining
         through the purchase of deposits in the inter-bank Eurodollar market
         any portion of the Revolving Loans subject to a Eurodollar Pricing
         Option or otherwise from giving effect to such Lender's obligations as
         contemplated by Section 3.2, (a) the Agent may by notice to the
         Borrowers terminate all of the affected Eurodollar Pricing Options,
         (b) the portion of the Revolving Loans subject


                                     -30-
<PAGE>


         to such terminated Eurodollar Pricing Options shall immediately bear
         interest thereafter at the Applicable Rate computed on the basis of
         the Base Rate and (c) the Borrowers shall make any payment required by
         Section 3.2.4.

                  3.2.6.   Funding Procedure. The Lenders may fund any portion
         of the Revolving Loans subject to a Eurodollar Pricing Option out of
         any funds available to the Lenders. Regardless of the source of the
         funds actually used by any of the Lenders to fund any portion of the
         Revolving Loans subject to a Eurodollar Pricing Option, however, all
         amounts payable hereunder, including the interest rate applicable to
         any such portion of the Revolving Loans and the amounts payable under
         Sections 3.2.4, 3.5, 3.6, 3.7 and 3.8, shall be computed as if each
         Lender had actually funded such Lender's Percentage Interest in such
         portion of the Revolving Loans through the purchase of deposits in
         such amount of the type by which the Eurodollar Basic Rate was
         determined with a maturity the same as the applicable Eurodollar
         Interest Period relating thereto and through the transfer of such
         deposits from an office of the Lender having the same location as the
         applicable Eurodollar Office to one of such Lender's offices in the
         United States of America.

         3.3.     Commitment Fees.

                  3.3.1.   Fee Base. In consideration of the Lenders'
         commitments to make the extensions of credit provided for in Section
         2.1, while such commitments are outstanding, the Borrower will pay to
         the Agent for the account of the Lenders in accordance with the
         Lenders' respective Percentage Interests in the Revolving Loan, on
         each Payment Date, an amount equal to interest computed at the rate
         per annum determined pursuant to Section 3.3.2 on the amount by which
         (a) the average daily Maximum Amount of Revolving Credit during the
         three-month period or portion thereof ending on such Payment Date
         exceeded (b) the sum of (i) the average daily Revolving Loan during
         such period or portion thereof plus (ii) the daily Letter of Credit
         Exposure during such period or portion thereof; provided, however,
         that the first such payment shall be for the period beginning on the
         Initial Closing Date and ending on the first Payment Date.

                  3.3.2.   Fee Rate. On any given Payment Date, the rate
         applied in computing the fee payable pursuant to this Section 3.3
         shall be the rate for Commitment Fees indicated in the definition of
         "Applicable Margin" in Section 1.9 hereof opposite the ratio of
         Consolidated Total Funded Debt to Consolidated Adjusted EBITDA in
         effect on such Payment Date for purposes of such definition.

         3.4.     Letter of Credit Fees. The Borrower will pay to the Agent for
the account of each of the Lenders, in accordance with the Lenders' respective
Percentage Interests, on each Payment Date, a Letter of Credit fee equal to
interest at a rate per annum equal to the Applicable Margin indicated for the
Eurodollar Rate on the average daily Letter of Credit Exposure during the three
month period or portion thereof ending on such Payment Date. The Borrower will
pay to the Letter of Credit Issuer (a) customary service charges and expenses
for its services in connection with the Letters of Credit at the times and in
the amounts from time to time in effect


                                     -31-
<PAGE>


in accordance with its general rate structure, plus (b) on each Payment Date a
fronting fee equal to interest at a rate per annum equal to 0.25% on the
aggregate face amount of each Letter of Credit issued by such Letter of Credit
Issuer during the three month period or portion thereof ending on such Payment
Date.

         3.5.     Reserve Requirements, etc. If any Legal Requirement shall (a)
impose, modify, increase or deem applicable any insurance assessment, reserve,
special deposit or similar requirement against any Funding Liability, (b)
impose, modify, increase or deem applicable any other requirement or condition
with respect to any Funding Liability, or (c) change the basis of taxation of
Funding Liabilities (other than changes in the rate of taxes measured by the
overall net income of such Lender) and the effect of any of the foregoing shall
be to increase the cost to any Lender of issuing, making, funding or
maintaining its respective Percentage Interest in any portion of the Revolving
Loans subject to a Eurodollar Pricing Option, to reduce the amounts received or
receivable by such Lender under this Agreement or to require such Lender to
make any payment or forego any amounts otherwise payable to such Lender under
this Agreement, then, the Lender shall, promptly after it has made such
determination, give notice thereof to the Company. Promptly after the receipt
by the Company of any such notice, the Company and the Lender shall attempt to
negotiate in good faith an adjustment to the amount payable by the Borrowers to
the Lender under this Section 3.5, which amount shall be sufficient to
compensate the Lender for such increased cost or reduced return. If the Company
and the Lender are unable to agree to such adjustment within thirty days of the
date upon which the Company receives such notice, then the Borrowers will, on
demand by the Lender, pay to the Lender such additional amount as shall be
sufficient, in the Lender's reasonable determination, to compensate the Lender
for such increased cost or such reduced return, together with interest at the
Overdue Reimbursement Rate from the 30th day after receipt of such certificate
until payment in full thereof; provided, however, that the foregoing provisions
shall not apply to any Tax or reserves which are included in computing the
Eurodollar Reserve Rate. The determination by such Lender of the amount of such
costs shall, in the absence of manifest error, be conclusive.

         3.6.     Taxes. All payments of the Credit Obligations shall be made
without set-off or counterclaim and free and clear of any deductions, including
deductions for Taxes, unless the Borrowers are required by law to make such
deductions. If (a) any Lender shall be subject to any Tax with respect to any
payment of the Credit Obligations or its obligations hereunder or (b) any
Borrower shall be required to withhold or deduct any Tax on any payment on the
Credit Obligations, then the Lender shall promptly give notice of its claim for
compensation under this Section 3.6 to the Company. Promptly after the receipt
by the Company of any such notice, the Company and the Lender shall attempt to
negotiate in good faith an adjustment to the amount payable by the Borrowers to
the Lender under this Section 3.6, which amount shall be sufficient to
compensate the Lender for the amount of the Tax so imposed or the full amount
of all payments which would have been received on the Credit Obligations in the
absence of such Tax. If the Company and the Lender are unable to agree to such
adjustment within thirty days of the date upon which the Company receives such
notice, then the Borrowers will, on demand by the Lender, pay to the Lender
such additional amount as shall be sufficient, in the Lender's reasonable
determination, to enable such Lender to receive the amount of Tax so imposed on
the Lender's obligations hereunder or the full amount of all payments which it
would have received


                                     -32-
<PAGE>


on the Credit Obligations (including amounts required to be paid under Sections
3.5, 3.7, 3.8 and this Section 3.6) in the absence of such Tax, as the case may
be, together with interest at the Overdue Reimbursement Rate on such amount
from the 30th day after receipt of such certificate until payment in full
thereof. Whenever Taxes must be withheld by any Borrower with respect to any
payments of the Credit Obligations, the Borrowers shall promptly furnish to the
Agent for the account of the applicable Lender official receipts (to the extent
that the relevant governmental authority delivers such receipts) evidencing
payment of any such Taxes so withheld. If the Borrowers fail to pay any such
Taxes when due or fail to remit to the Agent for the account of the applicable
Lender the required receipts evidencing payment of any such Taxes so withheld
or deducted, the Borrowers shall indemnify the affected Lender for any
incremental Taxes and interest or penalties that may become payable by such
Lender as a result of any such failure. The determination by such Lender of the
amount of such Tax and the basis therefor shall, in the absence of manifest
error, be conclusive.

         3.7.     Capital Adequacy. If any Lender shall determine that
compliance by such Lender with any Legal Requirement regarding capital adequacy
of banks or bank holding companies has or would have the effect of reducing the
rate of return on the capital of such Lender and its Affiliates as a
consequence of such Lender's commitment to make the extensions of credit
contemplated hereby, or such Lender's maintenance of the extensions of credit
contemplated hereby, to a level below that which such Lender could have
achieved but for such compliance (taking into consideration the policies of
such Lender and its Affiliates with respect to capital adequacy immediately
before such compliance and assuming that the capital of such Lender and its
Affiliates was fully utilized prior to such compliance) by an amount deemed by
such Lender to be material, then, the Lender shall, promptly after it has made
such determination, give notice thereof to the Company. Promptly after the
receipt by the Company of any such notice, the Company and the Lender shall
attempt to negotiate in good faith an adjustment to the amount payable by the
Borrowers to the Lender under this Section 3.7, which amount shall be
sufficient to compensate the Lender for such reduced return. If the Company and
the Lender are unable to agree to such adjustment within thirty days of the
date upon which the Company receives such notice, then the Borrowers will, on
demand by the Lender, pay to the Lender such additional amount as shall be
sufficient, in the Lender's reasonable determination, to compensate the Lender
for such reduced return, together with interest at the Overdue Reimbursement
Rate from the 30th day until payment in full thereof. The determination by such
Lender of the amount to be paid to it and the basis for computation thereof
shall, in the absence of manifest error, be conclusive. In determining such
amount, such Lender may use any reasonable averaging, allocation and
attribution methods.

         3.8.     Regulatory Changes. If any Lender shall determine that (a)
any change in any Legal Requirement (including any new Legal Requirement) after
the date hereof shall directly or indirectly (i) reduce the amount of any sum
received or receivable by such Lender with respect to the Revolving Loan or the
Letters of Credit or the return to be earned by such Lender on the Revolving
Loan or the Letters of Credit, (ii) impose a cost on such Lender or any
Affiliate of such Lender that is attributable to the making or maintaining of,
or such Lender's commitment to make, its portion of the Revolving Loan or the
Letters of Credit, or (iii) require such Lender or any Affiliate of such Lender
to make any payment on, or calculated by reference to, the gross


                                     -33-
<PAGE>


amount of any amount received by such Lender under any Credit Document, and (b)
such reduction, increased cost or payment shall not be fully compensated for by
an adjustment in the Applicable Rate or the Letter of Credit fees, then, the
Lender shall, promptly after it has made such determination, give notice
thereof to the Company. Promptly after the receipt by the Company of any such
notice, the Company and the Lender shall attempt to negotiate in good faith an
adjustment to the amount payable by the Borrowers to the Lender under this
Section 3.8, which amount, together with any adjustment in the Applicable Rate,
shall be sufficient to fully compensate the Lender for such reduction,
increased cost or payment taking into account any compensation for such
reduction, increased cost or payment received by the Lender pursuant to the
provisions of Section 3.5, 3.6 or 3.7 hereof. If the Company and the Lender are
unable to agree to such adjustment within thirty days of the date upon which
the Company receives such notice, then the Borrowers will, on demand by the
Lender, pay to the Lender such additional amount, together with any adjustment
in the Applicable Rate, as shall be sufficient to fully compensate the Lender
for such reduction, increased cost or payment, together with interest on such
amount from the 30th day after receipt of such certificate until payment in
full thereof at the Overdue Reimbursement Rate. The determination by such
Lender of the amount to be paid to it and the basis for computation thereof
hereunder shall, in the absence of manifest error, be conclusive. In
determining such amount, such Lender may use any reasonable averaging and
attribution methods.

         3.9.     Computations of Interest and Fees. For purposes of this
Agreement, except as specifically set forth in Section 3.1.2, interest and
commitment fees, Letter of Credit fees (and any other amount expressed as
interest or such fees) shall be computed on the basis of a 360-day year for
actual days elapsed. If any payment required by this Agreement becomes due on
any day that is not a Banking Day, such payment shall, except as otherwise
provided in the Eurodollar Interest Period, be made on the next succeeding
Banking Day. If the due date for any payment of principal is extended as a
result of the immediately preceding sentence, interest shall be payable for the
time during which payment is extended at the Applicable Rate.

4.       Payment.

         4.1.     Payment of Revolving Loan and Swingline Loan.

                  4.1.1.   Payment at Maturity. On the stated or any
         accelerated maturity of (i) the Revolving Note, each Borrower will pay
         to the Agent for the account of the Lenders the amount of the
         Revolving Loan as evidenced by its Loan Account, together with all
         accrued and unpaid interest thereon and (ii) the Swingline Note, each
         Borrower will pay to the Agent for the account of the Swingline Lender
         the amount of the Swingline Loan as evidenced by its Swingline Loan
         Account, together with all accrued and unpaid interest thereon.

                  4.1.2.   Mandatory Prepayment.

                           (a)      Excess Credit Exposure. If at any time the
                  sum of the Revolving Loan, the Swingline Loan and the Letter
                  of Credit Exposure exceeds the


                                     -34-
<PAGE>


                  Maximum Amount of Revolving Credit, whether as a result of
                  voluntary reductions pursuant to Section 2.1 or otherwise,
                  the Borrowers will promptly pay the amount of such excess to
                  the Agent for the account of the Lenders.

                           (b)      Net Asset Sale Proceeds. Upon receipt of
                  Net Asset Sale Proceeds by the Company or any of its
                  Subsidiaries, the Borrower shall within one Banking Day pay
                  to the Agent as a prepayment of the Loans to be applied as
                  provided in Section 4.1.4 the lesser of (a) the amount of
                  such Net Asset Sale Proceeds or (b) the amount of the Loans.

                           (c)      Net Debt Proceeds. Upon receipt of Net Debt
                  Proceeds by the Company or any of its Subsidiaries, the
                  Borrower shall within one Banking Day pay to the Agent as a
                  prepayment of the Loans to be applied as provided in Section
                  4.1.4 the lesser of (a) the amount of such Net Debt Proceeds
                  or (b) the amount of the Loans.

                           (d)      Net Equity Proceeds. Upon receipt of Net
                  Equity Proceeds by the Company or any of its Subsidiaries,
                  the Borrower shall within one Banking Day pay to the Agent as
                  a prepayment of the Loans to be applied as provided in
                  Section 4.1.4 the lesser of (a) the amount of such Net Equity
                  Proceeds or (b) the amount of the Loans.

                  4.1.3.   Voluntary Prepayments.

                           (a)      In addition to the prepayment required by
                  Section 4.1.2, the Borrowers may from time to time prepay all
                  or any portion of the Revolving Loan, without penalty or
                  premium (except as provided in Section 3.2.4 with respect to
                  the early termination of Eurodollar Pricing Options). Such
                  Borrower shall give the Agent at least one Banking Day prior
                  notice of its intention to prepay, specifying the date of
                  payment, the total amount of the Revolving Loan to be paid on
                  such date and the amount of interest to by paid with such
                  prepayment.

                           (b)      At any time or from time to time upon
                  telephone notice to the Swingline Lender, given not later
                  than 2:00 p.m. (Boston time) on any Banking Day, the
                  Swingline Borrower shall have the right to prepay, without
                  premium or penalty of any type, all or any part of the
                  outstanding principal amount of its Swingline Loan in such
                  amounts as are not less than $100,000 and in integral
                  multiples of $50,000, unless such payment is equal to the
                  entire outstanding principal amount of the Swingline Loan.

                  4.1.4.   Reborrowing; Application of Payments. The amounts of
         the Revolving Loan prepaid pursuant to Section 4.1.3 may be reborrowed
         from time to time prior to the Final Maturity Date in accordance with
         Section 2.1. The amount of the Revolving Loan prepaid pursuant to
         Sections 4.1.1 or 4.1.2 may not be reborrowed. All payments of
         principal hereunder shall be made to the Agent for the account of the
         Lenders and shall be applied first to the Swingline Loan, then to the
         portion of the Revolving Loan not then


                                     -35-
<PAGE>


         subject to Eurodollar Pricing Option then the balance of any such
         payment shall be applied to a portion of the Revolving Loan then
         subject to the Eurodollar Pricing Options, in the chronological order
         of the respective maturities thereof, together with any payment
         required by Section 3.2.4.

         4.2.     Payment of Letters of Credit.

                  4.2.1.   Payments at Maturity and Upon Acceleration of
         Maturity. If on the Final Maturity Date or any accelerated maturity of
         the Credit Obligations the Lenders shall be obligated in respect of a
         Letter of Credit or a draft accepted under a Letter of Credit, the
         Borrower will either:

                  (a)      prepay such obligation by depositing cash with the
         Agent, or

                  (b)      deliver to the Agent a standby letter of credit
         (designating the Letter of Credit Issuer as beneficiary and issued by
         a bank and on terms reasonably acceptable to the Letter of Credit
         Issuer),

         in each case in an amount equal to the portion of the then Letter of
         Credit Exposure issued for the account of the Borrower. Any such cash
         so deposited and the cash proceeds of any draw under any standby
         Letter of Credit so furnished, including any interest thereon, shall
         be returned by the Agent to the Borrower only when, and to the extent
         that, the amount of such cash held by the Agent exceeds the Letter of
         Credit Exposure at such time and no Default then exists.

                  4.2.2.   Mandatory Prepayment. If at any time the Letter of
         Credit Exposure exceeds the limits set forth in Section 2.2, the
         Borrower shall within one Banking Day pay the amount of such excess to
         the Agent for the account of the Lenders.

5.       Conditions to Extending Credit.

         5.1.     Conditions on Initial Closing Date on the Revolving Loan. The
obligations of the Lenders to make the initial Revolving Loan pursuant to
Section 2.1 shall be subject to the satisfaction, on or before the Initial
Closing Date, of the conditions set forth in this Section 5.1 as well as the
further conditions in Section 5.2. If the conditions set forth in this Section
5.1 and 5.2 are not met on or prior to the Initial Closing Date, the Lenders
shall have no obligation to make any extensions of credit under the Revolving
Loan.

                  5.1.1.   Revolving Notes. From and after the Initial Closing
         Date, the existing Revolving Loan shall be deemed to be outstanding
         under this Agreement and shall be evidenced by a Revolving Note for
         each Lender having a Commitment with respect thereto who has requested
         delivery of a Revolving Note prior to the Initial Closing Date, in the
         form attached hereto as Exhibit 2.1.4.

                  5.1.2.   Payment of Fees. The Borrowers shall have paid (a)
         to the Agent for the Lenders' accounts a facility fee as agreed
         between the Borrower, the Agent and the


                                     -36-
<PAGE>


         Arranger and (b) to the Agent and the Arranger the fees as agreed
         between the Borrower, the Agent and the Arranger.

                  5.1.3.   Security Agreement. Each of the Borrowers and
         Guarantors shall have duly authorized, executed and delivered to the
         Agent, for the benefit of the Lenders, an amendment to that certain
         Security Agreement dated as of November 1, 2000 among the Company,
         certain of its Subsidiaries and the Agent in substantially the form
         attached hereto as Exhibit 5.1.3 (such Security Agreement, as amended
         hereunder and as in effect from time to time, the "Security
         Agreement").

         5.2.     Conditions to Each Extension of Credit. The obligations of
the Lenders to make any extension of credit pursuant to Section 2 shall be
subject to the satisfaction, on or before the Closing Date for such extension
of credit, of the following conditions:

                  5.2.1.   Officer's Certificate. The representations and
         warranties contained in Section 7 shall be true and correct on and as
         of such Closing Date with the same force and effect as though made on
         and as of such date (except as to any representation or warranty which
         refers to a specific earlier date); the Borrowers shall be in
         compliance with the covenants contained in Section 6 and no Default
         shall exist on such Closing Date prior to or immediately after giving
         effect to the requested extension of credit; no Material Adverse
         Change shall have occurred since December 31, 2000; and the Borrower
         that is requesting an extension of credit shall have furnished to the
         Agent in connection with the requested extension of credit a
         certificate to these effects, in substantially the form of Exhibit
         5.2.1, signed by a Financial Officer.

                  5.2.2.   Legality, etc. The making of the requested extension
         of credit shall not (a) subject any Lender to any penalty or special
         tax (other than a Tax for which the Borrowers are required to
         reimburse the Lenders under Section 3.5), (b) be prohibited by any
         Legal Requirement or (c) violate any credit restraint program of the
         executive branch of the government of the United States of America,
         the Board of Governors of the Federal Reserve System or any other
         governmental or administrative agency so long as any Lender reasonably
         believes that compliance is in the best interests of the Lender.

                  5.2.3.   Proper Proceedings. This Agreement, each other
         Credit Document and the transactions contemplated hereby and thereby
         shall have been authorized by all necessary corporate or other
         proceedings of the Borrowers. All necessary consents, approvals and
         authorizations of any governmental or administrative agency or any
         other Person of any of the transactions contemplated hereby or by any
         other Credit Document shall have been obtained and shall be in full
         force and effect.

                  5.2.4.   General. All legal and corporate proceedings in
         connection with the transactions contemplated by this Agreement and
         each other Credit Document shall be satisfactory in form and substance
         to the Agent and the Agent shall have received copies of all
         documents, including certified copies of the Charter and Bylaws of the
         Borrowers and the other Obligors, records of corporate proceedings,
         certificates as to signatures and


                                     -37-
<PAGE>


         incumbency of officers and opinions of counsel, which the Agent may
         have reasonably requested in connection therewith, such documents
         where appropriate to be certified by proper corporate or governmental
         authorities.

6.       General Covenants. Each of the Borrowers covenants that, until all of
the Credit Obligations shall have been paid in full and until the Lenders'
commitments to extend credit under this Agreement and any other Credit Document
shall have been irrevocably terminated, it will comply, and will cause its
Subsidiaries to comply with the following provisions:

         6.1.     Taxes and Other Charges; Accounts Payable.

                  6.1.1.   Taxes and Other Charges. Each of the Borrowers shall
         duly pay and discharge, or cause to be paid and discharged, before the
         same become in arrears, all taxes, assessments and other governmental
         charges imposed upon such Person and its properties, sales or
         activities, or upon the income or profits therefrom, as well as all
         claims for labor, materials or supplies which if unpaid might by law
         become a Lien upon any of its property; provided, however, that any
         such tax, assessment, charge or claim need not be paid if the validity
         or amount thereof shall at the time be contested in good faith by
         appropriate proceedings and if such Person shall, in accordance with
         GAAP, have set aside on its books adequate reserves with respect
         thereto; and provided, further, that each of the Borrowers shall pay
         or bond, or cause to be paid or bonded, all such taxes, assessments,
         charges or other governmental claims immediately upon the commencement
         of proceedings to foreclose any Lien which may have attached as
         security therefor (except to the extent such proceedings have been
         dismissed or stayed).

                  6.1.2.   Accounts Payable. Each of the Borrowers shall
         promptly pay when due, or in conformity with customary trade terms,
         all other Indebtedness, including accounts payable, incident to the
         operations of such Person not referred to in Section 6.1.1; provided,
         however, that any such Indebtedness need not be paid if the validity
         or amount thereof shall at the time be contested in good faith and if
         such Person shall, in accordance with GAAP, have set aside on its
         books adequate reserves with respect thereto.

         6.2.     Conduct of Business, etc.

                  6.2.1.   Types of Business. The Borrowers shall engage only
         in the business of pediatric, neonatal and perinatal medical services
         and related services.

                  6.2.2.   Maintenance of Properties. Each of the Borrowers:

                  (a)      shall keep its properties in such repair, working
         order and condition, and shall from time to time make such repairs,
         replacements, additions and improvements thereto as are necessary for
         the efficient operation of its businesses and shall comply at all
         times in all material respects with all franchises, licenses, leases
         and other material agreements to which it is party so as to prevent
         any loss or forfeiture thereof or thereunder, except where (i)
         compliance is at the time being contested in good faith by appropriate
         proceedings or (ii) failure to comply with the provisions being
         contested has


                                     -38-
<PAGE>


         not resulted, or does not create a material risk of resulting, in the
         aggregate in any Material Adverse Change; provided, however, that this
         Section 6.2.2(a) shall not apply to assets or entities disposed of in
         transactions permitted by Section 6.12; and

                  (b)      shall do all things necessary to preserve, renew and
         keep in full force and effect and in good standing its legal existence
         and authority necessary to continue its business; provided, however,
         that this Section 6.2.2(b) shall not prevent the merger, consolidation
         or liquidation of Subsidiaries permitted by Section 6.12.

                  6.2.3.   Statutory Compliance. Each of the Borrowers shall
         comply in all material respects with all Legal Requirements, except
         where (a) compliance therewith shall at the time be contested in good
         faith by appropriate proceedings or (b) failure so to comply with the
         provisions being contested would not in the aggregate result in any
         Material Adverse Change.

                  6.2.4.   No Subsidiaries. No Borrower shall form or suffer to
         exist any Material Related Entity, except for such Material Related
         Entities as shall have executed and delivered to the Agent either (a)
         this Agreement and each other Credit Document as of the Initial
         Closing Date or (b) a Joinder Agreement in the form of Exhibit 6.9.4
         pursuant to which such Material Related Entity shall have become a
         Borrower and a Guarantor hereunder.

                  6.2.5.   Compliance with Material Agreements. Each of the
         Borrowers shall comply in all material respects with the Material
         Agreements (to the extent not in violation of the other provisions of
         this Agreement or any other Credit Document). Without the prior
         written consent of the Required Lenders, which consent shall not be
         unreasonably withheld, no Material Agreement shall be amended,
         modified, waived or terminated in any manner that would have in any
         material respect an adverse effect on the interests of the Lenders.

         6.3.     Insurance.

                  6.3.1.   Business Interruption Insurance. The Borrowers shall
         maintain with financially sound and reputable insurers, reasonably
         satisfactory to the Agent, insurance related to interruption of
         business, either for loss of revenues or for extra expense, in the
         manner customary for businesses of similar size engaged in similar
         activities in similar localities.

                  6.3.2.   Property Insurance. The Borrowers shall keep their
         assets which are of an insurable character insured by financially
         sound and reputable insurers, reasonably satisfactory to the Agent,
         against theft and fraud and against loss or damage by fire, explosion
         and hazards and such other extended coverage risks insured against by
         extended coverage to the extent, in amounts and with deductibles at
         least as favorable as those generally maintained by businesses of
         similar size engaged in similar activities in similar localities.


                                     -39-
<PAGE>


                  6.3.3.   Liability Insurance. The Borrowers shall maintain
         with financially sound and reputable insurers, reasonably satisfactory
         to the Agent, insurance against liability for hazards, risks and
         liability to persons (for both death and bodily injury) and property,
         including product liability insurance and medical malpractice
         insurance, to the extent, in amounts and with deductibles at least as
         favorable as those generally maintained by businesses of similar size
         engaged in similar activities in similar localities; provided,
         however, that it may effect workers' compensation insurance or similar
         coverage with respect to operations in any particular state or other
         jurisdiction through an insurance fund operated by such state or
         jurisdiction or by meeting the self-insurance requirements of such
         state or jurisdiction.

                  Each of the required policies described in this Section 6.3
         shall provide for at least 30 days prior written notice to the Agent
         of the cancellation, expiration or substantial modification thereof.

         6.4.     Financial Statements and Reports. The Company shall maintain
a system of accounting in which correct entries shall be made of all
transactions in relation to its business and affairs in accordance with
generally accepted accounting practice. The fiscal year of the Borrowers shall
end on December 31 in each year and the fiscal quarters of the Borrowers shall
end on March 31, June 30, September 30 and December 31 in each year.

                  6.4.1.   Annual Reports. The Company shall furnish to the
         Lenders as soon as available, and in any event within 100 days after
         the end of each fiscal year, the Consolidated balance sheet of the
         Company and its Subsidiaries as at the end of such fiscal year, the
         Consolidated statement of income and Consolidated statement of changes
         in shareholders' equity and of cash flows of the Company and its
         Subsidiaries for such fiscal year (all in reasonable detail) and
         together, in the case of Consolidated financial statements, with
         comparative figures for the immediately preceding fiscal year, all
         accompanied by:

                  (a)      Unqualified reports of PricewaterhouseCoopers (or,
         if they cease to act as auditors of the Company, independent certified
         public accountants of recognized national standing reasonably
         satisfactory to the Required Lenders), containing no material
         uncertainty, to the effect that they have audited the foregoing
         Consolidated financial statements in accordance with generally
         accepted auditing standards and that such Consolidated financial
         statements present fairly, in all material respects, the financial
         position of the Company and its Subsidiaries covered thereby at the
         dates thereof and the results of their operations for the periods
         covered thereby in conformity with GAAP.

                  (b)      The statement of such accountants that they have
         caused this Agreement to be reviewed and that in the course of their
         audit of the Company and its Subsidiaries no facts have come to their
         attention that cause them to believe that any Default exists and in
         particular that they have no knowledge of any Default under Sections
         6.5 through 6.16 or, if such is not the case, specifying such Default
         and the nature thereof. This statement is furnished by such
         accountants with the understanding that the examination of


                                     -40-
<PAGE>


         such accountants cannot be relied upon to give such accountants
         knowledge of any such Default except as it relates to accounting or
         auditing matters within the scope of their audit.

                  (c)      A certificate of the Company signed by a Financial
         Officer, substantially in the form of Exhibit 6.4.1, to the effect
         that such officer has caused this Agreement to be reviewed and has no
         knowledge of any Default, or if such officer has such knowledge,
         specifying such Default and the nature thereof, and what action such
         Borrower has taken, is taking or proposes to take with respect
         thereto, and containing a schedule of computations by the Company
         demonstrating, as of the end of such fiscal year, compliance with the
         Computation Covenants.

                  (d)      Supplements to Exhibits 7.1 and 7.3 showing any
         changes in the information set forth in such Exhibits not previously
         furnished to the Lenders in writing, as well as any changes in the
         Charter, Bylaws or incumbency of officers of any of the Borrowers or
         their respective Subsidiaries from those previously certified to the
         Agent.

                  6.4.2.   Quarterly Reports. The Company shall furnish to the
         Lenders as soon as available and, in any event, within 50 days after
         the end of each of the first three fiscal quarters of the Company, the
         internally prepared Consolidated balance sheets of the Company and its
         Subsidiaries as of the end of such fiscal quarter, the Consolidated
         statements of income and Consolidated statements of cash flows of the
         Borrowers and their respective Subsidiaries for such fiscal quarter
         and for the portion of the fiscal year then ended (all in reasonable
         detail) and together, in the case of Consolidated statements, with
         comparative figures for the same period in the preceding fiscal year,
         all accompanied by:

                  (a)      A certificate of the Company signed by a Financial
         Officer, substantially in the form of Exhibit 6.4.2

                  (b)      Supplements to Exhibits 7.1 and 7.3 showing any
         changes in the information set forth in such Exhibits not previously
         furnished to the Lenders in writing, as well as any changes in the
         Charter, Bylaws or incumbency of officers of any of the Borrowers or
         their respective Subsidiaries from those previously certified to the
         Agent.

                  6.4.3.   Other Reports. The Borrowers shall promptly furnish
         to the Lenders:

                  (a)      As soon as prepared and in any event within 30 days
         after the beginning of each fiscal year, an annual budget for such
         fiscal year of the Company, certified by a Financial Officer of the
         Company.

                  (b)      As soon as available, any material updates of such
         plan, budget and projections.

                  (c)      Any management letters furnished to the Company or
         any of its Related Entities by the Company's auditors.


                                     -41-
<PAGE>


                  (d)      As soon as practicable but, in any event, within 5
         Banking Days after the filing thereof, such registration statements,
         proxy statements and reports, including, to the extent applicable,
         Forms S-1, S-2, S-3, S-4, 10-K, 10-Q and 8-K, as may be filed by the
         Company or any of its Related Entities with the Securities and
         Exchange Commission.

                  (e)      Any material information relating to a material
         audit or investigation of any Borrower in its capacity as a Medicaid
         provider by a governmental or administrative agency.

                  6.4.4.   Notice of Litigation, Defaults, etc. Each of the
         Borrowers shall promptly furnish to the Lenders notice of any
         litigation or any administrative or arbitration proceeding (a) which
         creates a material risk of resulting, after giving effect to any
         applicable insurance, in the payment by any Borrower or any of its
         Subsidiaries of more than $750,000 or (b) which results, or creates a
         material risk of resulting, in a Material Adverse Change. Within five
         Banking Days after acquiring knowledge thereof, such Borrower shall
         notify the Lenders of the existence of any Default or Material Adverse
         Change, specifying the nature thereof and what action the Company,
         such Borrower or such Subsidiary has taken, is taking or proposes to
         take with respect thereto.

                  6.4.5.   ERISA Reports. Each of the Borrowers shall furnish
         to the Lenders promptly after the same shall become available the
         following items with respect to any Plan:

                  (a)      any request for a waiver of the funding standards or
         an extension of the amortization period required by sections 303 and
         304 of ERISA or section 412 of the Code, promptly after any Control
         Group Person submits such request to the Department of Labor or the
         Internal Revenue Service,

                  (b)      any reportable event (as defined in section 4043 of
         ERISA), unless the notice requirement with respect thereto has been
         waived by regulation, promptly after any Control Group Person learns
         of such reportable event; and furnish the Bank with a copy of the
         notice of such reportable event required to be filed with the PBGC,
         promptly after such notice is required to be given,

                  (c)      any notice received by any Control Group Person that
         the PBGC has instituted or intends to institute proceedings to
         terminate any Plan, or that any Multiemployer Plan is insolvent or in
         reorganization status under Title IV of ERISA, promptly after receipt
         of such notice,

                  (d)      notice of the possibility of the termination of any
         Plan by its administrator pursuant to section 4041 of ERISA, as soon
         as any Control Group Person learns of such possibility and in any
         event prior to such termination; and furnish the Bank with a copy of
         any notice to the PBGC that a Plan is to be terminated, promptly after
         any Control Group Person files a copy of such notice, and


                                     -42-
<PAGE>


                  (e)      notice of the intention of any Control Group Person
         to withdraw, in whole or in part, from any Multiemployer Plan, prior
         to such withdrawal, and, upon any Bank's request from time to time, of
         the extent of the liability, if any, of such Person as a result of
         such withdrawal, to be the best of such Person's knowledge at such
         time.

                  6.4.6.   Other Information. From time to time upon request of
         any authorized officer of any Lender, each of the Borrowers shall
         furnish to the Lenders such information regarding the business,
         assets, financial condition, income or prospects of the Borrowers as
         such officer may reasonably request, including copies of all tax
         returns, licenses, agreements, leases and instruments to which any of
         the Borrowers is party. The Lenders' authorized officers and
         representatives shall have the right during normal business hours upon
         reasonable notice and at reasonable intervals to examine the books and
         records of the Borrowers, to make copies and notes therefrom for the
         purpose of ascertaining compliance with or obtaining enforcement of
         this Agreement or any other Credit Document.

         6.5.     Certain Financial Tests.

                  6.5.1.   Consolidated Total Funded Debt to Consolidated
         Adjusted EBITDA. Consolidated Total Funded Debt shall not on any date
         exceed 250% of Consolidated Adjusted EBITDA for the most recently
         completed period of four consecutive fiscal quarters.

                  6.5.2.   Interest Coverage. On the last day of each fiscal
         quarter of the Company and its Related Entities, Consolidated Adjusted
         EBITDA for the most recently completed period of four consecutive
         fiscal quarters minus Capital Expenditures made during such period
         minus taxes based upon or measured by net income that are actually
         paid in cash during such period shall exceed 200% of Consolidated
         Interest Expense for such periods.

                  6.5.3.   Consolidated Net Worth. On the last day of each
         fiscal quarter of the Company and its Related Entities, Consolidated
         Net Worth shall equal at least the sum of (a) $364,923,862 plus (b)
         Net Equity Proceeds, plus (c) 50% of Consolidated Net Income (if
         positive) for each fiscal quarter of the Company ending after the
         Initial Closing Date.

                  6.5.4.   Minimum Consolidated Adjusted EBITDA. Consolidated
         Adjusted EBITDA for the most recently completed period of four
         consecutive fiscal quarters shall be, on the Initial Closing Date and
         on the last day of each fiscal quarter of the Company and its Related
         Entities that falls on or before the first anniversary of the Initial
         Closing Date, $65,000,000, and thereafter, on the last day of each
         fiscal quarter of the Company and its Related Entities that falls on
         or before the second anniversary of the Initial Closing Date,
         $80,000,000, and thereafter, on the last day of each fiscal quarter of
         the Company and its Related Entities, the greater of (i) $90,000,000
         and (ii) 85% of Consolidated Adjusted EBITDA for the period of four
         consecutive fiscal quarters ending on June 30, 2003.


                                     -43-
<PAGE>


         6.6.     Indebtedness. None of the Borrowers shall create, incur,
assume or otherwise become or remain liable with respect to any Indebtedness
except the following:

                  6.6.1.   Indebtedness in respect of the Credit Obligations.

                  6.6.2.   Guarantees permitted by Section 6.7.

                  6.6.3.   Current liabilities, other than Consolidated Total
         Funded Debt, incurred in the ordinary course of business, provided,
         however that all such Indebtedness, including without limitation trade
         payables, shall be paid in accordance with Section 6.1.

                  6.6.4.   To the extent that payment thereof shall not at the
         time be required by Section 6.1, Indebtedness in respect of taxes,
         assessments, governmental charges and claims for labor, materials and
         supplies.

                  6.6.5.   Indebtedness secured by Liens of carriers,
         warehouses, mechanics and landlords permitted by Sections 6.8.5 and
         6.8.6.

                  6.6.6.   Indebtedness in respect of judgments or awards (a)
         which have been in force for less than the applicable appeal period or
         (b) in respect of which the Borrower shall at the time in good faith
         be prosecuting an appeal or proceedings for review and, in the case of
         each of clauses (a) and (b), such Borrower shall have taken
         appropriate reserves therefor in accordance with GAAP and execution of
         such judgment or award shall not be levied.

                  6.6.7.   Indebtedness with respect to deferred compensation
         in the ordinary course of business and Indebtedness with respect to
         employee benefit programs (including liabilities in respect of
         deferred compensation, pension or severance benefits, early
         termination benefits, disability benefits, vacation benefits and
         tuition benefits) incurred in the ordinary course of business so long
         as the Borrower is in compliance with Section 6.13.

                  6.6.8.   Indebtedness in respect of customer advances and
         deposits, deferred income, deferred taxes and other deferred credits
         arising in the ordinary course of business.

                  6.6.9.   Indebtedness relating to deferred gains and deferred
         taxes arising in connection with sale of assets permitted under
         Section 6.12.

                  6.6.10.  Indebtedness in respect of inter-company loans and
         advances among the Borrowers which are not prohibited by Section 6.9.

                  6.6.11.  Approved Subordinated Debt.

                  6.6.12.  Approved Contingent Debt.


                                     -44-
<PAGE>


                  6.6.13.  Indebtedness to the extent set forth on Exhibit 6.6
         and all refinancings and extensions thereof not in excess of the
         amount thereof outstanding immediately prior to such refinancing or
         extension.

                  6.6.14.  Indebtedness in respect of Capitalized Lease
         Obligations; provided, however, that the aggregate principal amount of
         all Indebtedness permitted by this Section 6.6.14 at any one time
         outstanding shall not exceed $2,000,000.

                  6.6.15.  Indebtedness evidenced by the Subordinated Notes.

                  6.6.16.  Indebtedness in respect of purchase money security
         interests; provided, however, that the aggregate principal amount of
         all Indebtedness permitted by this Section 6.6.16 at any one time
         outstanding shall not exceed $2,000,000.

         6.7.     Guarantees. None of the Borrowers shall become or remain
liable with respect to any Guarantee, including reimbursement obligations,
whether contingent or matured, under letters of credit or other financial
guarantees by third parties, except the following:

                  6.7.1.   Guarantees of the Credit Obligations.

                  6.7.2.   Guarantees outstanding on the Initial Closing Date
         and described on Exhibit 6.7 (and renewals and replacements thereof)
         and securing Indebtedness permitted by Section 6.6.13.

                  6.7.3.   Guarantees of the Subordinated Notes which are
         subject to the subordination provisions set forth in Exhibit 1.11
         hereto.

                  6.7.4.   Guarantees of Approved Subordinated Debt.

                  6.7.5.   Guarantees of Approved Contingent Debt.

         6.8.     Liens. None of the Borrowers shall create, incur or enter
into, or suffer to be created or incurred or to exist, any Lien, except the
following:

                  6.8.1.   Liens that secure the Credit Obligations.

                  6.8.2.   Liens to secure taxes, assessments and other
         governmental charges, to the extent that payment thereof shall not at
         the time be required by Section 6.1.

                  6.8.3.   Deposits or pledges made (a) in connection with, or
         to secure payment of, workers' compensation, unemployment insurance,
         old age pensions or other social security, (b) in connection with
         casualty insurance maintained in accordance with Section 6.3, (c) to
         secure the performance of bids, tenders, contracts (other than
         contracts relating to Consolidated Total Funded Debt) or leases, (d)
         to secure statutory obligations or surety or appeal bonds, (e) to
         secure indemnity, performance or other similar bonds in the


                                     -45-
<PAGE>


         ordinary course of business or (f) in connection with contested
         amounts to the extent that payment thereof shall not at that time be
         required by Section 6.1.

                  6.8.4.   Liens in respect of judgments or awards, to the
         extent that such judgments or awards are permitted by Section 6.6.6.

                  6.8.5.   Liens of carriers, warehouses, mechanics and similar
         Liens, in each case (a) in existence less than 120 days from the date
         of creation thereof or (b) being contested in good faith by the
         Borrower in appropriate proceedings (so long as such Borrower shall,
         in accordance with GAAP, have set aside on its books adequate reserves
         with respect thereto).

                  6.8.6.   Encumbrances in the nature of (a) zoning
         restrictions, (b) easements, (c) restrictions of record on the use of
         real property, (d) landlords' and lessors' Liens on rented premises
         and (e) restrictions on transfers or assignment of leases, which in
         each case do not materially detract from the value of the encumbered
         property or impair the use thereof in the business of any Borrower.

                  6.8.7.   Liens to secure Capitalized Lease Obligations
         permitted by Section 6.6.14.

                  6.8.8.   Liens constituting (a) purchase money security
         interests (including mortgages, conditional sales, Capitalized Leases
         and any other title retention or deferred purchase devices) in real
         property, interests in leases or tangible personal property (other
         than inventory) existing or created on the date on which such property
         is acquired or within 60 days thereafter, and (b) the renewal,
         extension or refunding of any security interest referred to in the
         foregoing clause (a) in an amount not to exceed the amount thereof
         remaining unpaid immediately prior to such renewal, extension or
         refunding; provided, however, that (i) each such security interest
         shall attach solely to the particular item of property so acquired,
         and the principal amount of Indebtedness (including Indebtedness in
         respect of Capitalized Lease Obligations) secured thereby shall not
         exceed the cost (including all such Indebtedness secured thereby,
         whether or not assumed) of such item of property; and (ii) the
         aggregate principal amount of all Indebtedness secured by Liens
         permitted by this Section 6.8.8 shall not exceed the amount permitted
         by Section 6.6.16.

         6.9.     Investments and Permitted Acquisitions. None of the Obligors
shall have outstanding, acquire, commit itself to acquire or hold any
Investment except for the following:

                  6.9.1.   Inter-company loans and advances or equity
         investments from any Borrower to any other Borrower.

                  6.9.2.   Investments in Cash Equivalents.

                  6.9.3.   Guarantees permitted by Section 6.7.


                                     -46-
<PAGE>


                  6.9.4.   Investments that meet the following requirements
         (such Investments, "Permitted Acquisitions"):

                  (a)      Investments which constitute the acquisition of all
         of the capital stock, equity, partnership or other beneficial
         interests in, or substantially all the assets of, any Person that
         derives substantially all of its revenues from a business, with its
         primary operations located in the United States, that the Borrowers
         would be permitted to engage in under Section 6.2.1;

                  (b)      The acquisition shall have been approved by a
         majority of the board of directors or similar governing entity of the
         Person being acquired;

                  (c)      If the acquisition is by Merger, the surviving
         Person shall be or immediately become an Obligor;

                  (d)      The Purchase Price for such acquisition does not
         exceed $10,000,000 (or, if such Purchase Price exceeds $10,000,000,
         the Agent and the Required Lenders have approved such acquisition);

                  (e)      The Consolidated Adjusted EBITDA of the Person being
         acquired for the twelve month period ending on the date of acquisition
         shall be greater than $1.00 (unless otherwise approved by the Agent
         and the Required Lenders);

                  (f)      The Company shall have provided the Agent, at least
         5 Banking Days prior to such acquisition, written computations,
         historical financial statements and projections satisfactory to the
         Agent demonstrating compliance, on a pro forma historical basis, with
         Sections 6.5 and 6.9.4(e) as well as a certificate from the chief
         financial officer of the Company certifying as to the absence of any
         Default, both immediately before and after giving effect to such
         acquisition;

                  (g)      Contemporaneously with or immediately after such
         acquisition, the Person being acquired shall either (a) execute and
         deliver to the Agent a Revolving Note for each Lender and a Joinder
         Agreement to the Credit Agreement and each other Credit Document in
         the form of Exhibit 6.9.4 and the Company and the other Guarantors
         will pledge the stock (but not more than 66% of the voting stock of a
         Foreign Subsidiary) of the acquired or newly-created entity, and such
         acquired or newly-created entity shall, within five days of the
         closing of the acquisition, deliver to the Agent such financing
         statements, mortgages and other documentation as the Agent shall
         request to attach a security interest to the assets of such acquired
         or newly-created entity and to perfect such security interest, or (b)
         be merged with and into an existing Borrower or a Borrower shall be
         merged with and into it and such Person shall become a Borrower, in
         which case the Agent shall have received a certificate of a Financial
         Officer of the Company to the effect that such merger has been
         consummated; and

                  (h)      If the Purchase Price for such acquisition, or if
         the Purchase Prices for a series of related acquisitions including
         such acquisition, exceeds $5,000,000, then the


                                     -47-
<PAGE>


         Company shall have provided the Agent, at least five (5) Banking Days
         prior to the closing of such acquisition, with information (in form
         and substance satisfactory to the Agent) on such acquisition,
         including copies of all letters of intent and agreements relating
         thereto, projections and due diligence summaries, if available.

                  6.9.5.   Loans to employees not to exceed a principal amount
         of $1,000,000 in the aggregate at any one time outstanding.

                  6.9.6.   Investments representing Indebtedness of any Person
         owing as a result of the sale by any Borrower in the ordinary course
         of business to such Person of products, services or tangible property
         no longer required in such Borrower's business.

                  6.9.7.   Investments described on Exhibit 6.9.7.

         6.10.    Distributions. None of the Borrowers shall make any
Distribution except the following: (i) Distributions in respect of the
redemption of capital stock of the Company from employees of any Borrower;
provided, however, that the amount of all such Distributions shall not exceed
$500,000 in the aggregate in any fiscal year; (ii) Distributions to the Company
by its Subsidiaries; (iii) regularly scheduled payments of interest to the
holders of the Subordinated Notes in accordance with the terms of such
Subordinated Notes; and (iv) regularly scheduled payments of interest to the
holders of Approved Subordinated Debt or Approved Contingent Debt in accordance
with the terms of such Approved Subordinated Debt or Approved Contingent Debt.

         6.11.    Capital Expenditures. The Borrowers will not make aggregate
Capital Expenditures exceeding $10,000,000 in any fiscal year.

         6.12.    Asset Dispositions and Mergers. None of the Obligors shall
merge or enter into a consolidation or sell, lease, sell and lease back,
sublease or otherwise dispose of any of its assets, except the following:

                  6.12.1.  So long as immediately prior to and after giving
         effect thereto there shall exist no Default, the Obligors may sell or
         otherwise dispose of (a) inventory in the ordinary course of business,
         (b) tangible assets to be replaced in the ordinary course of business
         within 12 months by other assets of equal or greater value, or (c)
         tangible assets no longer used or useful in the business of such
         Obligor; provided, however, that the aggregate fair market value (or
         book value, if greater) of the assets sold or disposed of pursuant to
         this clause (c) shall not exceed $1,000,000 in any fiscal year.

                  6.12.2.  Any Borrower may merge or be liquidated into any
         other Borrower.

         6.13.    ERISA, etc. Each of the Obligors shall comply, and shall
cause all Control Group Persons to comply, in all material respects, with the
provisions of ERISA and the Code applicable to each Plan. Each of the Obligors
shall meet, and shall cause all Control Group Persons to meet, all minimum
funding requirements applicable to them with respect to any Plan pursuant to
section 302 of ERISA or section 412 of the Code, without giving effect to any


                                     -48-
<PAGE>


waivers of such requirements or extensions of the related amortization periods
which may be granted. At no time shall the Accumulated Benefit Obligations
under any Plan that is not a Multiemployer Plan exceed the fair market value of
the assets of such Plan allocable to such benefits by more than $250,000.
Within 45 days after the end of each fiscal year, the Borrowers shall deliver
to the Agent an annual actuarial report regarding their compliance with the
funding requirements applicable to them with respect to each Multiemployer Plan
and each Plan that constitutes a "defined benefit plan" (as defined in ERISA).

         6.14.    Transactions with Affiliates. Except with respect to
transactions set forth on Exhibit 6.14, none of the Obligors shall effect any
transaction with any of their respective Affiliates (except for other Obligors)
on a basis less favorable to such Obligor than would be the case if such
transaction had been effected with a non-Affiliate.

         6.15.    Environmental Laws.

                  6.15.1.  Compliance with Law and Permits. Each of the
         Obligors shall use and operate all of its facilities and properties in
         material compliance with all Environmental Laws, keep all necessary
         permits, approvals, certificates, licenses and other authorizations
         relating to environmental matters in effect and remain in material
         compliance therewith, and handle all Hazardous Materials in material
         compliance with all applicable Environmental Laws.

                  6.15.2.  Notice of Claims, etc. Each of the Obligors shall
         immediately notify the Agent, and provide copies upon receipt, of all
         written claims, complaints, notices or inquiries from governmental
         authorities relating to the condition of its facilities and properties
         or compliance with Environmental Laws, and shall promptly cure and
         have dismissed with prejudice to the satisfaction of the Agent any
         actions and proceedings relating to compliance with Environmental
         Laws.

7.       Representations and Warranties. In order to induce the Lenders to
extend credit to the Borrowers hereunder, each of the Obligors as are party
hereto from time to time jointly and severally represents and warrants as
follows:

         7.1.     Organization and Business.

                  7.1.1.   The Obligors. Each of the Obligors is duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction in which it is organized with all power and authority,
         corporate or otherwise, necessary to (a) enter into and perform this
         Agreement and each other Credit Document to which it is party, (b)
         guarantee the Credit Obligations, and (c) own its properties and carry
         on the business now conducted or proposed to be conducted by it.
         Certified copies of the Charter and Bylaws of each Obligor have been
         previously delivered to the Agent and are correct and complete.
         Exhibit 7.1, as from time to time hereafter supplemented in accordance
         with Sections 6.4.1 and 6.4.2, sets forth, as of the later of the date
         hereof or as of the end of the most recent fiscal quarter for which
         financial statements are required to be furnished in accordance with
         such Sections, (i) the name and jurisdiction of incorporation of each


                                     -49-
<PAGE>


         Obligor and (ii) the address of each Obligor's principal executive
         office and chief place of business.

                  7.1.2.   Qualification. Each of the Borrowers is duly and
         legally qualified to do business as a foreign corporation and is in
         good standing in each state or jurisdiction in which such
         qualification is required and is duly authorized, qualified and
         licensed under all laws, regulations, ordinances or orders of public
         authorities, or otherwise, to carry on its business in the places and
         in the manner in which it is conducted, except for failures to be so
         qualified, authorized or licensed which would not in the aggregate
         result, or pose a material risk of resulting, in any Material Adverse
         Change.

                  7.1.3.   Capitalization. Other than capital stock issued to
         selling physicians or their advisors as part of the consideration in a
         Permitted Acquisition or issued to directors, officers and other
         employees of the Borrowers and other Accredited Investors as defined
         by Rule 501 under the Securities Act of 1933, as amended, no options,
         warrants, conversion rights, preemptive rights or other statutory or
         contractual rights to purchase shares of capital stock or other
         securities of any Borrower, other than the Company, now exist, nor has
         any Borrower, other than the Company, authorized any such right, nor
         is any Borrower, other than the Company, obligated in any other manner
         to issue shares of its capital stock or other securities.

         7.2.     Financial Statements and Other Information; Material

Agreements.

                  7.2.1.   Financial Statements and Other Information. The
         Borrowers have previously furnished to the Lenders copies of the
         following:

                  (a)      The audited balance sheets of the Borrowers as at
         December 31, 2000 and the audited statements of income and the audited
         statements of changes in shareholders' equity and of cash flows of the
         Borrowers for its fiscal year then ended.

                  (b)      The unaudited balance sheets of the Borrowers for
         the three months ended March 31, 2001 and the unaudited statements of
         income and of cash flows of the Borrowers for the portion of the
         fiscal year then ended.

                  The audited financial statements (including the notes
         thereto) referred to in clause (a) above were prepared in accordance
         with GAAP and fairly present the financial position of the Borrowers
         at the date thereof and the results of their operations for the
         periods covered thereby. The audited financial statements referred to
         in clause (a) above and the unaudited financial statements referred to
         in clause (b) above were prepared in accordance with GAAP and fairly
         present the financial position of the Borrowers at the respective
         dates thereof and the results of its operations for the periods
         covered thereby, subject to normal year-end audit adjustment and the
         addition of footnotes in the case of interim financial statements.
         Except as described on Exhibit 7.11, none of the Borrowers has any
         known contingent liability material to it which is not reflected in
         the balance sheets referred to in clauses (a) or (b) above (or
         delivered pursuant to Sections 6.4.1 or 6.4.2) or in the notes
         thereto.


                                     -50-
<PAGE>


                  7.2.2.   Material Agreements. The Borrowers have previously
         furnished to the Lenders correct and complete copies, including all
         exhibits, schedules and amendments thereto, of the agreements, each as
         in effect on the date hereof, listed in Exhibit 7.2.2 (the "Material
         Agreements").

         7.3.     Changes in Condition. Since December 31, 2000 no Material
Adverse Change has occurred and between December 31, 2000 and the date hereof,
except as set forth in Exhibit 7.3, none of the Obligors has entered into any
material transaction outside the ordinary course of business except for the
transactions contemplated by or otherwise permitted or authorized pursuant to
this Agreement and the Material Agreements.

         7.4.     Title to Assets. Each of the Borrowers has good and
marketable title to or rights to use under leases all assets necessary for or
used in the operations of their business as now conducted by them and reflected
in the most recent balance sheet referred to in Section 7.2.1 (or the balance
sheet most recently furnished to the Lenders pursuant to Sections 6.4.1 or
6.4.2), and to all assets acquired subsequent to the date of such balance
sheet, subject to no Liens except for Liens permitted by Section 6.8 or
reflected on Exhibit 7.4 and except for assets disposed of as permitted by
Section 6.12.

         7.5.     Operations in Conformity With Law, etc. The operations of the
Obligors as now conducted or proposed to be conducted are not in violation of,
nor is any Obligor in default under, any Legal Requirement presently in effect,
except for such violations and defaults as do not and will not, in the
aggregate, result, or create a material risk of resulting, in any Material
Adverse Change. No Obligor has received notice of any such violation or default
or has knowledge of any basis on which the operations of the Obligors, as now
conducted and as currently proposed to be conducted after the date hereof,
would be held so as to violate or to give rise to any such violation or
default, except for such violations and defaults as do not and will not, in the
aggregate, result, or create a material risk of resulting, in any Material
Adverse Change

         7.6.     Litigation. Except as otherwise set forth in Exhibit 7.6, no
litigation, at law or in equity, or any proceeding before any court, board or
other governmental or administrative agency or any arbitrator is pending or, to
the knowledge of any Borrower, threatened which may involve any material risk
of any final judgment, order or liability which, after giving effect to any
applicable insurance, has resulted, or creates a material risk of resulting, in
any Material Adverse Change or which seeks to enjoin the consummation, or which
questions the validity, of any of the transactions contemplated by this
Agreement or any other Credit Document. No judgment, decree or order of any
court, board or other governmental or administrative agency or any arbitrator
has been issued against or binds any Obligor which has resulted, or creates a
material risk of resulting, in any Material Adverse Change.

         7.7.     Authorization and Enforceability. Each of the Obligors has
taken all corporate action required to execute, deliver and perform this
Agreement and each other Credit Document to which it is party. No consent of
stockholders of any Obligor is necessary in order to authorize


                                     -51-
<PAGE>


the execution, delivery or performance of this Agreement or any other Credit
Document to which such Obligor is party. Each of this Agreement and each other
Credit Document constitutes the legal, valid and binding obligation of each
Obligor party thereto and is enforceable against such Obligor in accordance
with its terms.

         7.8.     No Legal Obstacle to Agreements. Neither the execution and
delivery of this Agreement or any other Credit Document, nor the making of any
borrowings hereunder, nor the guaranteeing of the Credit Obligations, nor the
securing of the Credit Obligations with the Credit Security, nor the
consummation of any transaction referred to in or contemplated by this
Agreement or any other Credit Document, nor the fulfillment of the terms hereof
or thereof or of any other agreement, instrument, deed or lease contemplated by
this Agreement or any other Credit Document, has constituted or resulted in or
will constitute or result in:

                  (a)      any breach or termination of the provisions of any
         material agreement, instrument, deed or lease to which any Obligor is
         a party or by which it is bound, or of the Charter or By-laws of any
         Obligor;

                  (b)      the violation of any law, statute, judgment, decree
         or governmental order, rule or regulation applicable to any Obligor;

                  (c)      the creation under any agreement, instrument, deed
         or lease of any Lien (other than Liens on the Credit Security which
         secure the Credit Obligations) upon any of the assets of any Obligor;
         or

                  (d)      any redemption, retirement or other repurchase
         obligation of any Obligor under any Charter, Bylaw, agreement,
         instrument, deed or lease.

No approval, authorization or other action by, or declaration to or filing
with, any governmental or administrative authority or any other Person is
required to be obtained or made by any Obligor in connection with the
execution, delivery and performance of this Agreement, the Revolving Notes or
any other Credit Document, the transactions contemplated hereby or thereby, the
making of any borrowing hereunder, the guaranteeing of the Credit Obligations
or the securing of the Credit Obligations with the Credit Security.

         7.9.     Defaults. None of the Obligors is in default under any
provision of its Charter or By-laws or of this Agreement or any other Credit
Document. None of the Obligors is in default under any provision of any
material agreement, instrument, deed or lease to which it is party or by which
it or its property is bound, except as does not and will not, in the aggregate,
result, or create a material risk of resulting, in any Material Adverse Change.
None of the Obligors has violated any law, judgment, decree or governmental
order, rule or regulation, in each case so as to result, or create a material
risk of resulting, in any Material Adverse Change.

         7.10.    Licenses, etc. The Obligors have all patents, patent
applications, patent licenses, patent rights, trademarks, trademark rights,
trade names, trade name rights, copyrights, licenses, franchises, permits,
authorizations and other rights as are necessary for the conduct of the
business of the Obligors as now conducted by them in all material respects. All
of the foregoing


                                     -52-
<PAGE>


are in full force and effect in all material respects, and each of the Obligors
is in substantial compliance with the foregoing without any known conflict with
the valid rights of others which has resulted, or creates a material risk of
resulting, in any Material Adverse Change. No event has occurred which permits,
or after notice or lapse of time or both would permit, the revocation or
termination of any such license, franchise or other right or which affects the
rights of any of the Obligors thereunder so as to result, or to create a
material risk of resulting, in any Material Adverse Change. No litigation or
other proceeding or dispute exists with respect to the validity or, where
applicable, the extension or renewal, of any of the foregoing which has
resulted, or creates a material risk of resulting, in any Material Adverse
Change.

         7.11.    Tax Returns. Each of the Obligors has filed all material tax
and information returns which are required to be filed by it and has paid, or
made adequate provision for the payment of, all taxes which have or may become
due pursuant to such returns or to any assessment received by it. Except as
disclosed on Exhibit 7.11, none of the Obligors knows of any material
additional assessments or any basis therefor. Each of the Obligors reasonably
believes that the charges, accruals and reserves on the books of the Obligors
in respect of taxes or other governmental charges are adequate.

         7.12.    Future Expenditures. None of the Obligors anticipate that the
future expenditures, if any, by the Obligors needed to meet the provisions of
any federal, state or foreign governmental statutes, orders, rules or
regulations will be so burdensome as to result, or create a material risk of
resulting, in any Material Adverse Change.

         7.13.    Environmental Regulations.

                  7.13.1.  Environmental Compliance. Each of the Borrowers is
         in compliance in all material respects with the Clean Air Act, the
         Federal Water Pollution Control Act, the Marine Protection Research
         and Sanctuaries Act, RCRA, CERCLA and any other Environmental Law in
         effect in any jurisdiction in which any properties of the Borrowers
         are located or where any of them conducts its business, and with all
         applicable published rules and regulations (and applicable standards
         and requirements) of the federal Environmental Protection Agency and
         of any similar agencies in states or foreign countries in which the
         Borrowers conduct their businesses other than those which in the
         aggregate have not resulted, and do not create a material risk of
         resulting, in a Material Adverse Change.

                  7.13.2.  Environmental Litigation. No suit, claim, action or
         proceeding of which any Borrower has been given notice or otherwise
         has knowledge is now pending before any court, governmental agency or
         board or other forum, or to any Borrower's knowledge, threatened by
         any Person (nor to any Borrower's knowledge, does any factual basis
         exist therefor) for, and none of the Borrowers have received written
         correspondence from any federal, state or local governmental authority
         with respect to:

                  (a)      noncompliance by any Borrower with any Environmental
         Law;


                                     -53-
<PAGE>


                  (b)      personal injury, wrongful death or other tortious
         conduct relating to materials, commodities or products used,
         generated, sold, transferred or manufactured by any Borrower
         (including products made of, containing or incorporating asbestos,
         lead or other hazardous materials, commodities or toxic substances);
         or

                  (c)      the release into the environment by any Borrower of
         any Hazardous Material generated by any Borrower whether or not
         occurring at or on a site owned, leased or operated by any Borrower.

                  7.13.3.  Environmental Condition of Properties. None of the
         properties owned or leased by any Borrower has been used as a
         treatment, storage or disposal site, other than as disclosed in
         Exhibit 7.13 except uses which have not resulted, and do not create a
         material risk of resulting, in a Material Adverse Change. No Hazardous
         Material is present in any real property currently or formerly owned
         or operated by any Borrower except that which has not resulted, and
         does not create a material risk of resulting, in a Material Adverse
         Change.

         7.14.    Pension Plans. Each Plan (other than a Multiemployer Plan)
and, to the knowledge of each of the Obligors, each Multiemployer Plan is in
material compliance with the applicable provisions of ERISA and the Code and
with Section 6.13. Each Multiemployer Plan and each Plan that constitutes a
"defined benefit plan" (as defined in ERISA) are set forth in Exhibit 7.14.
Each Control Group Person has met all of the funding standards applicable to
all Plans that are not Multiemployer Plans, and no condition exists which would
permit the institution of proceedings to terminate any Plan that is not a
Multiemployer Plan under section 4042 of ERISA. To the best knowledge of each
of the Obligors, no Plan that is a Multiemployer Plan is currently insolvent or
in reorganization or has been terminated within the meaning of ERISA.

         7.15.    Acquisition Agreement, etc. Each Acquisition Agreement is a
valid and binding contract as to the Borrower party thereto and, to the best of
such Borrower's knowledge, as to the Sellers party thereto. Such Borrower is
not in default in any material respect of its obligations under any Acquisition
Agreement and, to the best of such Borrower's knowledge, the Sellers party
thereto are not in default in any material respect of any of their obligations
thereunder. The representations and warranties of such Borrower set forth in
each Acquisition Agreement are true and correct in all material respect as of
the date hereof with the same force and effect as though made on and as of the
date hereof. To the best of such Borrower's knowledge all of the
representations and warranties of the Sellers set forth in each Acquisition
Agreement are true and correct in all material respects as of the date hereof
with the same force and effect as though made on and as of the date hereof.

         7.16.    Disclosure. Neither this Agreement nor any other Credit
Document to be furnished to the Lenders by or on behalf of any Obligor in
connection with the transactions contemplated hereby or by such Credit Document
contains any untrue statement of material fact or omits to state a material
fact necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances under which they were made. No fact is


                                     -54-
<PAGE>


actually known to any Obligor which has resulted, or in the future (so far as
any Obligor can reasonably foresee) will result, or creates a material risk of
resulting, in any Material Adverse Change, except to the extent that present or
future general economic conditions may result in a Material Adverse Change.

8.       Defaults.

         8.1.     Events of Default. The following events are referred to as
"Events of Default":

                  8.1.1.   Payment. Any Borrower shall fail to make any payment
         in respect of: (a) interest or any fee on or in respect of any of the
         Credit Obligations owed by it as the same shall become due and
         payable, and such failure shall continue for a period of three Banking
         Days, (b) any Credit Obligation with respect to payments made by any
         Letter of Credit Issuer under any Letter of Credit or any draft drawn
         thereunder within three Banking Days after demand therefor by such
         Letter of Credit Issuer, or (c) principal of any of the Credit
         Obligations owed by it as the same shall become due, whether at
         maturity or by acceleration or otherwise.

                  8.1.2.   Specified Covenants. Any Obligor shall fail to
         perform or observe any of the provisions of Section 6.4.5 or Sections
         6.5 through and including 6.15.

                  8.1.3.   Other Covenants. Any Obligor shall fail to perform
         or observe any other covenant, agreement or provision to be performed
         or observed by it under this Agreement or any other Credit Document,
         and such failure shall not be rectified or cured to the written
         satisfaction of the Required Lenders within 30 days after the earlier
         of (a) notice thereof by the Agent to the Borrowers or (b) knowledge
         thereof by the Chief Executive Officer or Chief Financial Officer of
         the Company.

                  8.1.4.   Representations and Warranties. Any representation
         or warranty of or with respect to any Obligor made to the Lenders or
         the Agent in, pursuant to or in connection with this Agreement or any
         other Credit Document shall be materially false on the date as of
         which it was made.

                  8.1.5.   Cross Default. Any Obligor shall fail to make any
         payment when due (after giving effect to any applicable grace periods)
         in respect of any Indebtedness or of any Capitalized Lease (other than
         the Credit Obligations) outstanding in an aggregate amount of
         principal (whether or not due) of $1,000,000 or more or shall fail to
         perform or observe any material terms evidencing or securing any such
         Indebtedness or Capitalized Lease, the result of which failure is to
         permit the holder of such Indebtedness or Capitalized Lease to cause
         such Indebtedness or Capitalized Lease to become due before its stated
         maturity.

                  8.1.6.   Enforceability, etc. Any Credit Document or any
         Material Agreement shall cease for any reason (other than the
         scheduled termination thereof in accordance with its terms) to be
         enforceable in accordance with its terms or in full force and effect;
         or any Obligor in respect of any Credit Document or any Material
         Agreement shall so


                                     -55-
<PAGE>


         assert in a judicial or similar proceeding; or the security interests
         created by this Agreement or any other Credit Documents shall cease to
         be enforceable and of the same effect and priority purported to be
         created hereby.

                  8.1.7.   Medicaid, etc. Any of the Borrowers receives notice
         of exclusion from eligibility from Medicaid or any of the Borrowers or
         their officers, employees or agents engage in activities which are
         prohibited by any of the federal Medicare and Medicaid Anti-Kickback
         Statute, 42 U.S.C. ss.1320a-7b, the Ethics in Patient Referrals Act
         (the "Stark Law") 42 U.S.C. ss.1395 nn, as amended, the regulations
         promulgated thereunder, or related state or local statutes or
         regulations or which are prohibited by rules of professional conduct
         except where the failure to so comply could not result in a Material
         Adverse Effect.

                  8.1.8.   Change of Control. There shall be a change of
         control in the Company which may consist of any of (i) the acquisition
         by any Person or group of Persons acting as a group of beneficial
         ownership (within the meaning of the Securities Exchange Act of 1934,
         as amended), directly or indirectly, of thirty-five percent (35%) or
         more of the voting capital stock of the Company, or (ii) the board of
         directors of the Company ceasing to consist of at least a majority of
         (x) directors of the Company in office on the Initial Closing Date
         plus (y) directors elected since the Initial Closing Date by a
         majority of directors in office on the Initial Closing Date.

                  8.1.9.   Judgments. A final judgment (a) which, with other
         outstanding final judgments against the Obligors, exceeds an aggregate
         of $2,500,000 in excess of applicable insurance coverage shall be
         rendered against any Obligor, or (b) which grants injunctive relief
         that results, or creates a material risk of resulting, in a Material
         Adverse Change and in either case if, (i) within 60 days after entry
         thereof, such judgment shall not have been discharged or execution
         thereof stayed pending appeal or (ii) within 60 days after the
         expiration of any such stay, such judgment shall not have been
         discharged.

                  8.1.10.  ERISA. Any "reportable event" (as defined in section
         4043 of ERISA) shall have occurred that reasonably could be expected
         to result in termination of a Material Plan or the appointment by the
         appropriate United States District Court of a trustee to administer
         any Material Plan or the imposition of a Lien in favor of a Material
         Plan; or any ERISA Group Person shall fail to pay when due amounts
         aggregating in excess of $1,000,000 which it shall have become liable
         to pay to the PBGC or to a Material Plan under Title IV of ERISA; or
         notice of intent to terminate a Material Plan shall be filed under
         Title IV of ERISA by any ERISA Group Person or administrator; or the
         PBGC shall institute proceedings under Title IV of ERISA to terminate
         or to cause a trustee to be appointed to administer any Material Plan
         or a proceeding shall be instituted by a fiduciary of any Material
         Plan against any ERISA Group Person to enforce section 515 or
         4219(c)(5) of ERISA and such proceeding shall not have been dismissed
         within 30 days thereafter; or a condition shall exist by reason of
         which the PBGC would be entitled to obtain a decree adjudicating that
         any Material Plan must be terminated.


                                     -56-
<PAGE>


                  8.1.11.  Bankruptcy, etc. Any Obligor (other than a
         Bankruptcy Eligible Obligor) shall:

                  (a)      commence a voluntary case under the Bankruptcy Code
         or authorize, by appropriate proceedings of its board of directors or
         other governing body, the commencement of such a voluntary case;

                  (b)      (i) have filed against it a petition commencing an
         involuntary case under the Bankruptcy Code that shall not have been
         dismissed within 60 days after the date on which such petition is
         filed, or (ii) file an answer or other pleading within such 60-day
         period admitting or failing to deny the material allegations of such a
         petition or seeking, consenting to or acquiescing in the relief
         therein provided, or (iii) have entered against it an order for relief
         in any involuntary case commenced under the Bankruptcy Code;

                  (c)      seek relief as a debtor under any applicable law,
         other than the Bankruptcy Code, of any jurisdiction relating to the
         liquidation or reorganization of debtors or to the modification or
         alteration of the rights of creditors, or consent to or acquiesce in
         such relief;

                  (d)      have entered against it an order by a court of
         competent jurisdiction (i) finding it to be bankrupt or insolvent,
         (ii) ordering or approving its liquidation or reorganization as a
         debtor or any modification or alteration of the rights of its
         creditors or (iii) assuming custody of, or appointing a receiver or
         other custodian for, all or a substantial portion of its property; or

                  (e)      make an assignment for the benefit of, or enter into
         a composition with, its creditors, or appoint, or consent to the
         appointment of, or suffer to exist a receiver or other custodian for,
         all or a substantial portion of its property.

         8.2.     Certain Actions Following an Event of Default. If any one or
more Events of Default shall occur and be continuing, then in each and every
such case:

                  8.2.1.   Terminate Obligation to Extend Credit. The Agent on
         behalf of the Lenders may (and upon written request of the Lenders
         holding at least one-third of the Percentage Interests the Agent
         shall) terminate the obligations of the Lenders to make any further
         extensions of credit under the Credit Documents by furnishing notice
         of such termination to the Borrowers.

                  8.2.2.   Specific Performance; Exercise of Rights. The Agent
         on behalf of the Lenders may (and upon written request of the Lenders
         holding at least one-third of the Percentage Interests the Agent
         shall) proceed to protect and enforce the Lenders' rights by suit in
         equity, action at law and/or other appropriate proceeding, either for
         specific performance of any covenant or condition contained in this
         Agreement or any other Credit Document or in any instrument or
         assignment delivered to the Lenders pursuant to this Agreement or any
         other Credit Document, or in aid of the exercise of any power


                                     -57-
<PAGE>


         granted in this Agreement or any other Credit Document or any such
         instrument or assignment.

                  8.2.3.   Acceleration. The Agent on behalf of the Lenders may
         (and upon written request of the Lenders holding at least one-third of
         the Percentage Interests the Agent shall) by notice in writing to the
         Borrowers declare all or any part of the unpaid balance of the Credit
         Obligations then outstanding to be immediately due and payable,
         require the Borrower immediately to deposit with the Agent in cash an
         amount equal to the then Letter of Credit Exposure (which cash shall
         be held and applied as provided in Section 4.2), and thereupon such
         unpaid balance or part thereof and such amount equal to the Letter of
         Credit Exposure shall become so due and payable without presentation,
         protest or further demand or notice of any kind, all of which are
         hereby expressly waived; provided, however, that if a Bankruptcy
         Default shall have occurred, the unpaid balance of the Credit
         Obligations shall automatically become immediately due and payable.

                  8.2.4.   Enforcement of Payment. The Agent on behalf of the
         Lenders may (and upon written request of the Lenders holding at least
         one-third of the Percentage Interests the Agent shall) proceed to
         enforce payment of the Credit Obligations in such manner as it may
         elect to cancel, or instruct other Letter of Credit Issuers to cancel,
         any outstanding Letters of Credit which permit the cancellation
         thereof. The Lenders may offset and apply toward the payment of the
         Credit Obligations (and/or toward the curing of any Event of Default)
         any Indebtedness from the Lenders to the respective Obligors,
         including any Indebtedness represented by deposits in any account
         maintained with the Lenders, regardless of the adequacy of any
         security for the Credit Obligations. The Lenders shall have no duty to
         determine the adequacy of any such security in connection with any
         such offset.

                  8.2.5.   Cumulative Remedies. To the extent not prohibited by
         applicable law which cannot be waived, all of the Lenders' rights
         hereunder and under each other Credit Document shall be cumulative.

         8.3.     Annulment of Defaults. Any Default or Event of Default shall
be deemed not to exist or to have occurred for any purpose of the Credit
Documents if the Required Lenders or the Agent (with the consent of the
Required Lenders) shall have waived such Default or Event of Default in
writing, stated in writing that the same has been cured to such Lenders'
reasonable satisfaction or entered into an amendment to this Agreement which by
its express terms cures such Event of Default, at which time such Event of
Default shall no longer be deemed to exist or to have continued. No such action
by the Lenders or the Agent shall extend to or affect any subsequent Event of
Default or impair any rights of the Lenders upon the occurrence thereof. The
making of any extension of credit during the existence of any Default or Event
of Default shall not constitute a waiver thereof.

         8.4.     Waivers. To the extent that such waiver is not prohibited by
the provisions of applicable law that cannot be waived, each of the Obligors
waives:


                                     -58-
<PAGE>


                  (a)      all presentments, demands for performance, notices
         of nonperformance (except to the extent required by this Agreement or
         any other Credit Document), protests, notices of protest and notices
         of dishonor;

                  (b)      any requirement of diligence or promptness on the
         part of any Lender in the enforcement of its rights under this
         Agreement, the Revolving Notes, the Swingline Note or any other Credit
         Document;

                  (c)      any and all notices of every kind and description
         which may be required to be given by any statute or rule of law; and

                  (d)      any defense (other than indefeasible payment in
         full) which it may now or hereafter have with respect to its liability
         under this Agreement, the Revolving Notes, the Swingline Note or any
         other Credit Document or with respect to the Credit Obligations.

9.       Guarantees.

         9.1.     Guarantees of Credit Obligations. Each Guarantor
unconditionally jointly and severally guarantees that the Credit Obligations
will be performed and will be paid in full in immediately available funds when
due and payable, whether at the stated or accelerated maturity thereof or
otherwise, this guarantee being a guarantee of payment and not of
collectability and being absolute and in no way conditional or contingent. In
the event any part of the Credit Obligations shall not have been so paid in
full when due and payable, each Guarantor will, immediately upon notice by the
Agent or, without notice, immediately upon the occurrence of a Bankruptcy
Default, pay or cause to be paid to the Agent for the account of each Lender in
accordance with the Lenders' respective Percentage Interests the amount of such
Credit Obligations which are then due and payable and unpaid. The obligations
of each Guarantor hereunder shall not be affected by the invalidity,
unenforceability or irrecoverability of any of the Credit Obligations as
against any other Obligor, any other guarantor thereof or any other Person. For
purposes hereof, the Credit Obligations shall be due and payable when and as
the same shall be due and payable under the terms of this Agreement or any
other Credit Document notwithstanding the fact that the collection or
enforcement thereof may be stayed or enjoined under the Bankruptcy Code or
other applicable law.

         9.2.     Continuing Obligation. Each Guarantor acknowledges that the
Lenders and the Agent have entered into this Agreement (and, to the extent that
the Lenders or the Agent may enter into any future Credit Document, will have
entered into such agreement) in reliance on this Section 9 being a continuing
irrevocable agreement, and such Guarantor agrees that its guarantee may not be
revoked in whole or in part. The obligations of the Guarantors hereunder shall
terminate when the commitment of the Lenders to extend credit under this
Agreement shall have terminated and all of the Credit Obligations have been
indefeasibly paid in full in immediately available funds and discharged;
provided, however, that:

                  (a)      if a claim is made upon the Lenders at any time for
         repayment or recovery of any amounts or any property received by the
         Lenders from any source on account of


                                     -59-
<PAGE>


         any of the Credit Obligations and the Lenders repay or return any
         amounts or property so received (including interest thereon to the
         extent required to be paid by the Lenders) or

                  (b)      if the Lenders become liable for any part of such
         claim by reason of (i) any judgment or order of any court or
         administrative authority having competent jurisdiction, or (ii) any
         settlement or compromise of any such claim,

then the Guarantors shall remain liable under this Agreement for the amounts so
repaid or property so returned or the amounts for which the Lenders become
liable (such amounts being deemed part of the Credit Obligations) to the same
extent as if such amounts or property had never been received by the Lenders,
notwithstanding any termination hereof or the cancellation of any instrument or
agreement evidencing any of the Credit Obligations. Not later than five days
after receipt of notice from the Agent, the Guarantors shall jointly and
severally pay to the Agent an amount equal to the amount of such repayment or
return for which the Lenders have so become liable. Payments hereunder by a
Guarantor may be required by the Agent on any number of occasions.

         9.3.     Waivers with Respect to Credit Obligations. Except to the
extent expressly required by this Agreement or any other Credit Document, each
Guarantor waives, to the fullest extent permitted by the provisions of
applicable law, all of the following (including all defenses, counterclaims and
other rights of any nature based upon any of the following):

                  (a)      presentment, demand for payment and protest of
         nonpayment of any of the Credit Obligations, and notice of protest,
         dishonor or nonperformance;

                  (b)      notice of acceptance of this guarantee and notice
         that credit has been extended in reliance on the Guarantor's guarantee
         of the Credit Obligations;

                  (c)      notice of any Default or of any inability to enforce
         performance of the obligations of the Company or any other Person with
         respect to any Credit Document, or notice of any acceleration of
         maturity of any Credit Obligations;

                  (d)      demand for performance or observance of, and any
         enforcement of any provision of, the Credit Obligations, this
         Agreement or any other Credit Document or any pursuit or exhaustion of
         rights or remedies with respect to any Credit Security or against the
         Company or any other Person in respect of the Credit Obligations or
         any requirement of diligence or promptness on the part of the Agent or
         the Lenders in connection with any of the foregoing;

                  (e)      any act or omission on the part of the Agent or the
         Lenders which may impair or prejudice the rights of the Guarantor,
         including rights to obtain subrogation, exoneration, contribution,
         indemnification or any other reimbursement from the Company or any
         other Person, or otherwise operate as a deemed release or discharge;


                                     -60-
<PAGE>


                  (f)      failure or delay to perfect or continue the
         perfection of any security interest in any Credit Security or any
         other action which harms or impairs the value of, or any failure to
         preserve or protect the value of, any Credit Security;

                  (g)      any statute of limitations or 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 the
         obligation of the principal;

                  (h)      any "single action" or "anti-deficiency" law which
         would otherwise prevent the Lenders from bringing any action,
         including any claim for a deficiency, against the Guarantor before or
         after the Agent's or the Lenders' commencement or completion of any
         foreclosure action, whether judicially, by exercise of power of sale
         or otherwise, or any other law which would otherwise require any
         election of remedies by the Agent or the Lenders;

                  (i)      all demands and notices of every kind with respect
         to the foregoing; and

                  (j)      to the extent not referred to above, all defenses
         (other than payment) which the Company may now or hereafter have to
         the payment of the Credit Obligations, together with all suretyship
         defenses, which could otherwise be asserted by such Guarantor.

Each Guarantor represents that it has obtained the advice of counsel as to the
extent to which suretyship and other defenses may be available to it with
respect to its obligations hereunder in the absence of the waivers contained in
this Section 9.3.

         No delay or omission on the part of the Agent or the Lenders in
exercising any right under this Agreement or any other Credit Document or under
any guarantee of the Credit Obligations or with respect to the Credit Security
shall operate as a waiver or relinquishment of such right. No action which the
Agent or the Lenders or the Company may take or refrain from taking with
respect to the Credit Obligations, including any amendments thereto or
modifications thereof or waivers with respect thereto, shall affect the
provisions of this Agreement or the obligations of the Guarantor hereunder.
None of the Lenders' or the Agent's rights shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of any Obligor,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Agreement, regardless of any knowledge thereof which the Agent or the
Lenders may have or otherwise be charged with.

         9.4.     Lenders' Power to Waive, etc. Each Guarantor grants to the
Lenders full power in their discretion, without notice to or consent of such
Guarantor, such notice and consent being expressly waived to the fullest extent
permitted by applicable law, and without in any way affecting the liability of
the Guarantor under its guarantee hereunder:

                  (a)      To waive compliance with, and any Default under, and
         to consent to any amendment to or modification or termination of any
         terms or provisions of, or to give any


                                     -61-
<PAGE>


         waiver in respect of, this Agreement, any other Credit Document, the
         Credit Security, the Credit Obligations or any guarantee thereof (each
         as from time to time in effect);

                  (b)      To grant any extensions of the Credit Obligations
         (for any duration), and any other indulgence with respect thereto, and
         to effect any total or partial release (by operation of law or
         otherwise), discharge, compromise or settlement with respect to the
         obligations of the Obligors or any other Person in respect of the
         Credit Obligations, whether or not rights against the Guarantor under
         this Agreement are reserved in connection therewith;

                  (c)      To take security in any form for the Credit
         Obligations, and to consent to the addition to or the substitution,
         exchange, release or other disposition of, or to deal in any other
         manner with, any part of any property contained in the Credit Security
         whether or not the property, if any, received upon the exercise of
         such power shall be of a character or value the same as or different
         from the character or value of any property disposed of, and to
         obtain, modify or release any present or future guarantees of the
         Credit Obligations and to proceed against any of the Credit Security
         or such guarantees in any order;

                  (d)      To collect or liquidate or realize upon any of the
         Credit Obligations or the Credit Security in any manner or to refrain
         from collecting or liquidating or realizing upon any of the Credit
         Obligations or the Credit Security; and

                  (e)      To extend credit under this Agreement, any other
         Credit Document or otherwise in such amount as the Lenders may
         determine, including increasing the amount of credit and the interest
         rate and fees with respect thereto, even though the condition of the
         Obligors (financial or otherwise on an individual or Consolidated
         basis) may have deteriorated since the date hereof.

         9.5.     Information Regarding the Borrowers, etc. Each Guarantor has
made such investigation as it deems desirable of the risks undertaken by it in
entering into this Agreement and is fully satisfied that it understands all
such risks. Each Guarantor waives any obligation which may now or hereafter
exist on the part of the Agent or the Lenders to inform it of the risks being
undertaken by entering into this Agreement or of any changes in such risks and,
from and after the date hereof, each Guarantor undertakes to keep itself
informed of such risks and any changes therein. Each Guarantor expressly waives
any duty which may now or hereafter exist on the part of the Agent or the
Lenders to disclose to the Guarantor any matter related to the business,
operations, character, collateral, credit, condition (financial or otherwise),
income or prospects of the Borrowers or their respective Affiliates or their
properties or management, whether now or hereafter known by the Agent or the
Lenders. Each Guarantor represents, warrants and agrees that it assumes sole
responsibility for obtaining from the Borrowers all information concerning this
Agreement and all other Credit Documents and all other information as to the
Borrowers and their respective Affiliates or their properties or management as
such Guarantor deems necessary or desirable.


                                     -62-
<PAGE>


         9.6.     Certain Guarantor Representations. Each Guarantor represents
that:

                  (a)      it is in its best interest and in pursuit of the
         purposes for which it was organized as an integral part of the
         business conducted and proposed to be conducted by the Borrowers and
         their respective Subsidiaries, and reasonably necessary and convenient
         in connection with the conduct of the business conducted and proposed
         to be conducted by them, to induce the Lenders to enter into this
         Agreement and to extend credit to the Borrowers by making the
         Guarantees contemplated by this Section 9,

                  (b)      the credit available hereunder will directly or
         indirectly inure to its benefit,

                  (c)      by virtue of the foregoing it is receiving at least
         reasonably equivalent value from the Lenders for its Guarantee,

                  (d)      it will not be rendered insolvent as a result of
         entering into this Agreement,

                  (e)      after giving effect to the transactions contemplated
         by this Agreement, it will have assets having a fair saleable value in
         excess of the amount required to pay its probable liability on its
         existing debts as they become absolute and matured,

                  (f)      it has, and will have, access to adequate capital
         for the conduct of its business,

                  (g)      it has the ability to pay its debts from time to
         time incurred in connection with its business as such debts mature,
         and

                  (h)      it has been advised by the Agent that the Lenders
         are unwilling to enter into this Agreement unless the Guarantees
         contemplated by this Section 9 are given by it.

         9.7.     Subrogation. Each Guarantor agrees that, until the Credit
Obligations are paid in full, it will not exercise any right of reimbursement,
subrogation, contribution, offset or other claims against the other Obligors
arising by contract or operation of law in connection with any payment made or
required to be made by such Guarantor under this Agreement. After the payment
in full of the Credit Obligations, each Guarantor shall be entitled to exercise
against the Borrowers and the other Obligors all such rights of reimbursement,
subrogation, contribution and offset, and all such other claims, to the fullest
extent permitted by law.

         9.8.     Subordination. Each Guarantor covenants and agrees that,
after the occurrence of an Event of Default, all Indebtedness, claims and
liabilities then or thereafter owing by the Borrowers or any other Obligor to
such Guarantor whether arising hereunder or otherwise are subordinated to the
prior payment in full of the Credit Obligations and are so subordinated as a
claim against such Obligor or any of its assets, whether such claim be in the
ordinary course of business or in the event of voluntary or involuntary
liquidation, dissolution, insolvency or bankruptcy, so that no payment with
respect to any such Indebtedness, claim or liability will be made or received
while any Event of Default exists.


                                     -63-
<PAGE>

9.9. Future Subsidiaries; Further Assurances. Each Borrower will from time to
time cause (a) any present Material Related Entity that is not a Guarantor
within 30 days after notice from the Agent or (b) any future Material Related
Entity within 30 days after any such Person becomes a Material Related Entity,
to join this Agreement as a Borrower and a Guarantor pursuant to a joinder
agreement in the form attached hereto as Exhibit 5.2.2. Each Guarantor will,
promptly upon the request of the Agent from time to time, execute, acknowledge
and deliver, and file and record, all such instruments, and take all such
action, as the Agent deems necessary or advisable to carry out the intent and
purposes of this Section 9.

10.      Expenses; Indemnity.

         10.1.    Expenses. Whether or not the transactions contemplated hereby
shall be consummated, the Company will pay:

                  (a)      all reasonable expenses of the Agent (including the
         out-of-pocket expenses related to forming the group of Lenders and
         reasonable fees and disbursements of the counsel to the Agent) in
         connection with the preparation and duplication of this Agreement, each
         other Credit Document, the transactions contemplated hereby and thereby
         and amendments, waivers, consents and other operations hereunder and
         thereunder;

                  (b)      all recording and filing fees and transfer and
         documentary stamp and similar taxes at any time payable in respect of
         this Agreement, any other Credit Document, or the incurrence of the
         Credit Obligations; and

                  (c)      to the extent not prohibited by applicable law that
         cannot be waived, after the occurrence and during the continuance of
         any Default or Event of Default, all other reasonable expenses incurred
         by the Lenders or the holder of any Credit Obligation in connection
         with the enforcement of any rights hereunder or under any other Credit
         Document, including costs of collection and reasonable attorneys' fees
         (including a reasonable allowance for the hourly cost of attorneys
         employed by the Lenders on a salaried basis) and expenses.

         10.2.    General Indemnity. The Borrowers shall indemnify the Lenders
and the Agent and hold them harmless from any liability, loss or damage
resulting from the violation by the Borrowers of Section 2.4. In addition, the
Borrowers shall indemnify each Lender, the Agent, each of the Lenders' or the
Agent's directors, officers and employees, and each Person, if any, who controls
any Lender or the Agent (each Lender, the Agent and each of such directors,
officers, employees and control Persons is referred to as an "Indemnified
Party") and hold each of them harmless from and against any and all claims,
damages, liabilities and reasonable expenses (including reasonable fees and
disbursements of counsel with whom any Indemnified Party may consult in
connection therewith and all reasonable expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be asserted against
any Indemnified Party in connection with (a) the Indemnified Party's compliance
with or contest of any subpoena or other process issued against it in any
proceeding involving any of the


                                      -64-
<PAGE>

Obligors or their Affiliates, (b) any litigation or investigation involving the
Obligors or their Affiliates, or any officer, director or employee thereof, or
(c) this Agreement, any other Credit Document or any transaction contemplated
hereby or thereby; provided, however, that the foregoing indemnity shall not
apply to litigation commenced by any Borrower or Obligor against the Lenders or
the Agent which seeks enforcement of any of the rights of such Borrower or
Obligor hereunder or under any other Credit Document and is determined adversely
to the Lenders or the Agent in a final nonappealable judgment or to the extent
such claims, damages, liabilities and expenses result from a Lender's or the
Agent's gross negligence or willful misconduct.


         10.3.    Indemnity With Respect to Letters of Credit. The Borrower
shall indemnify each Letter of Credit Issuer and its correspondents and hold
each of them harmless from and against any and all claims, losses, liabilities,
damages and reasonable expenses (including reasonable attorneys' fees) arising
from or in connection with any Letter of Credit, including any such claim, loss,
liability, damage or expense arising out of any transfer, sale, delivery,
surrender or endorsement of any invoice, bill of lading, warehouse receipt or
other document at any time held by the Agent, such Letter of Credit Issuer or
held for their respective accounts by any of their correspondents, in connection
with any Letter of Credit, except to the extent such claims, losses,
liabilities, damages and expenses result from gross negligence or willful
misconduct on the part of the Agent or any other Letter of Credit Issuer.

11.      Operations; Agent.

         11.1.    Interests in Credits. The percentage interest of each Lender
in the Revolving Loan, the Letter of Credit Exposure and the related
Commitments, shall be computed based on the maximum principal amount for each
Lender as follows:

<TABLE>
<CAPTION>
                                                                           Percentage Interest of Revolving
                                               Maximum Principal                    Loan and Letter
                                            Amount of Revolving Loan              of Credit Exposure
                                            ------------------------       --------------------------------
<S>                                         <C>                            <C>
      Fleet National Bank                        $  37,500,000                            45.46%
      Firstar Bank N.A                           $  25,000,000                            30.30%
      UBS AG, Stamford Branch                    $  15,000,000                            18.18%
      The International Bank of                  $   5,000,000                             6.06%
      Miami, N.A
      Total                                      $  82,500,000                              100%
</TABLE>

The foregoing percentage interests, as from time to time in effect and reflected
in the Register, are referred to as the "Percentage Interests" with respect to
all or any portion of the Revolving Loan, and Letter of Credit Exposure, and the
related Commitments.

         11.2.    Agent's Authority to Act, etc. Each of the Lenders appoints
and authorizes the Agent to act for the Lenders as the Lenders' Agent in
connection with the transactions


                                      -65-
<PAGE>

contemplated by this Agreement and the other Credit Documents on the terms set
forth herein. In acting hereunder, the Agent is acting for the account of the
Agent to the extent of its Percentage Interest in each Loan and for the account
of each other Lender to the extent of the Lenders' respective Percentage
Interests, and all action in connection with the enforcement of, or the exercise
of any remedies (other than the Lenders' rights of set-off as provided in
Section 8.2.4 or in any Credit Document) in respect of the Credit Obligations
and Credit Documents shall be taken by the Agent. No other agent or arranger
named hereunder (other than the Agent) shall have any duties or obligations
under the Credit Documents.

         11.3.    Borrowers to Pay Agent, etc. Each Obligor shall be fully
protected in making all payments in respect of the Credit Obligations to the
Agent, in relying upon consents, modifications and amendments executed by the
Agent purportedly on the Lenders' behalf, and in dealing with the Agent as
herein provided. The Agent may charge the accounts of the Borrowers, on the
dates when the amounts thereof become due and payable, with the amounts of the
principal of and interest on the Revolving Loan, Swingline Loan, any amounts
paid by the Letter of Credit Issuers to third parties under Letters of Credit or
drafts presented thereunder, commitment fees and all other fees and amounts
owing under any Credit Document.

         11.4.    Lender Operations for Advances.

                  11.4.1.  Advances. On each Closing Date, each Lender shall
         advance to the Agent in immediately available funds such Lender's
         Percentage Interest in the portion of the Revolving Loan advanced on
         such Closing Date prior to 2:00 p.m. (Boston time). If such funds are
         not received at such time, but all applicable conditions set forth in
         Section 5 have been satisfied, each Lender authorizes and requests the
         Agent to advance for the Lender's account, pursuant to the terms
         hereof, the Lender's respective Percentage Interest in such portion of
         the Revolving Loan and agrees to reimburse the Agent in immediately
         available funds for the amount thereof prior to 3:00 p.m. (Boston time)
         on the day any portion of the Revolving Loan is advanced hereunder;
         provided, however, that the Agent is not authorized to make any such
         advance for the account of any Lender who has previously notified the
         Agent in writing that such Lender will not be performing its
         obligations to make further advances hereunder; and provided, further,
         that the Agent shall be under no obligation to make any such advance.

                  11.4.2.  Letters of Credit. Each of the Lenders authorizes and
         requests each Letter of Credit Issuer to issue the Letters of Credit
         provided for in Section 2.2 and to grant each Lender a participation in
         each of such Letters of Credit in an amount equal to its Percentage
         Interest in the amount of each such Letter of Credit. Promptly upon the
         request of the Letter of Credit Issuer, each Lender shall reimburse the
         Letter of Credit Issuer in immediately available funds for such
         Lender's Percentage Interest in the amount of all obligations to third
         parties incurred by the Letter of Credit Issuer in respect of each
         Letter of Credit and each draft accepted under a Letter of Credit to
         the extent not reimbursed by the Borrower by 2:00 p.m. (Boston time) on
         the Banking Day when due. The Letter of Credit Issuer will notify each
         Lender of the issuance of any Letter of Credit, the amount and date of
         payment of any draft drawn or accepted under a Letter of Credit


                                      -66-
<PAGE>

         and whether in connection with the payment of any such draft the amount
         thereof was added to the Revolving Loan or was reimbursed by the
         Borrower.

                  11.4.3.  Agent to Allocate Payments, etc. All payments of
         principal and interest in respect of the extensions of credit made
         pursuant to this Agreement, reimbursement of amounts paid by any Letter
         of Credit Issuer to third parties under Letters of Credit or drafts
         presented thereunder, commitment fees, Letter of Credit fees and other
         fees under this Agreement shall, as a matter of convenience, be made by
         the Borrowers and the Guarantors to the Agent in immediately available
         funds. The share of each Lender shall be credited to such Lender by the
         Agent in immediately available funds in such manner that the principal
         amount of the Credit Obligations to be paid shall be paid
         proportionately in accordance with the Lenders' respective Percentage
         Interests in such Credit Obligations, except as otherwise provided in
         this Agreement. Under no circumstances shall any Lender be required to
         produce or present its Revolving Notes as evidence of its interests in
         the Credit Obligations in any action or proceeding relating to the
         Credit Obligations.

                  11.4.4.  Delinquent Lenders; Nonperforming Lenders. In the
         event that any Lender fails to reimburse the Agent pursuant to Section
         11.4.1 for the Percentage Interest of such Lender (a "Delinquent
         Lender") in any credit advanced by the Agent pursuant hereto, overdue
         amounts (the "Delinquent Payment") due from the Delinquent Lender to
         the Agent shall bear interest, payable by the Delinquent Lender on
         demand, at a per annum rate equal to (a) the Federal Funds Rate for the
         first three days overdue and (b) the sum of 2% plus the Federal Funds
         Rate for any longer period. Such interest shall be payable to the Agent
         for its own account for the period commencing on the date of the
         Delinquent Payment and ending on the date the Delinquent Lender
         reimburses the Agent on account of the Delinquent Payment (to the
         extent not paid by the Company as provided below) and the accrued
         interest thereon (the "Delinquency Period"), whether pursuant to the
         assignments referred to below or otherwise. Upon notice by the Agent,
         the Borrowers will pay to the Agent the principal (but not the
         interest) portion of the Delinquent Payment. During the Delinquency
         Period, in order to make reimbursements for the Delinquent Payment and
         accrued interest thereon, the Delinquent Lender shall be deemed to have
         assigned to the Agent all interest, commitment fees and other payments
         made by the Borrowers under Section 3 that would have thereafter
         otherwise been payable under the Credit Documents to the Delinquent
         Lender. During any other period in which any Lender is not performing
         its obligations to extend credit under Section 2 (a "Nonperforming
         Lender"), the Nonperforming Lender shall be deemed to have assigned to
         each Lender that is not a Nonperforming Lender (a "Performing Lender")
         all principal and other payments made by the Borrowers under Section 4
         that would have thereafter otherwise been payable under the Credit
         Documents to the Nonperforming Lender. The Agent shall credit a portion
         of such payments to each Performing Lender in an amount equal to the
         Percentage Interest of such Performing Lender in an amount equal to the
         Percentage Interest of such Performing Lender divided by one minus the
         Percentage Interest of the Nonperforming Lender until the respective
         portions of the Revolving Loan owed to all the Lenders are the same as
         the Percentage Interests of the Lenders


                                      -67-
<PAGE>

         immediately prior to the failure of the Nonperforming Lender to perform
         its obligations under Section 2. The foregoing provisions shall be in
         addition to any other remedies the Agent, the Performing Lenders or the
         Borrowers may have under law or equity against the Delinquent Lender as
         a result of the Delinquent Payment or against the Nonperforming Lender
         as a result of its failure to perform its obligations under Section 2.

         11.5.    Sharing of Payments, etc. Each Lender agrees that (a) if by
exercising any right of set-off or counterclaim or otherwise, it shall receive
payment of (i) a proportion of the aggregate amount due with respect to its
Percentage Interest in the Revolving Loan and Letter of Credit Exposure which is
greater than (ii) the proportion received by any other Lender in respect of the
aggregate amount due with respect to such other Lender's Percentage Interest in
the Revolving Loan and Letter of Credit Exposure and (b) if such inequality
shall continue for more than 10 days, the Lender receiving such proportionately
greater payment shall purchase participations in the Percentage Interests in the
Revolving Loan and Letter of Credit Exposure held by the other Lenders, and such
other adjustments shall be made from time to time (including rescission of such
purchases of participations in the event the unequal payment originally received
is recovered from such Lender through bankruptcy proceedings or otherwise), as
may be required so that all such payments of principal and interest with respect
to the Revolving Loan and Letter of Credit Exposure held by the Lenders shall be
shared by the Lenders pro rata in accordance with their respective Percentage
Interests in the Revolving Loan; provided, however, that this Section 11.5 shall
not impair the right of any Lender to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of Indebtedness of any Obligor other than such Obligor's Indebtedness
with respect to the Revolving Loan and Letter of Credit Exposure. Each Lender
that grants a participation in the Credit Obligations to a Credit Participant
shall require as a condition to the granting of such participation that such
Credit Participant agree to share payments received in respect of the Credit
Obligations as provided in this Section 11.5. The provisions of this Section
11.5 are for the sole and exclusive benefit of the Lenders and no failure of any
Lender to comply with the terms hereof shall be available to any Obligor as a
defense to the payment of the Credit Obligations.

         11.6.    Amendments, Consents, Waivers, etc. The Agent may admit
additional Lenders who shall make Commitments or allow existing Lenders to
increase their Commitments; provided, however, that without consent obtained in
accordance with Sections 11.6(b)(iii) the aggregate Commitments shall not exceed
$125,000,000. Except as otherwise set forth herein, the Agent may, with the
written consent of Lenders owning at least 51% of the Percentage Interests
(disregarding the Percentage Interest of any Delinquent Lenders during the
existence of a Delinquency Period so long as such Delinquent Lender is treated
the same as the other Lenders with respect to any actions contemplated below),
and upon the written request of the Required Lenders the Agent shall, take or
refrain from taking any action under this Agreement or any other Credit
Document, including giving its written consent to any modification of or
amendment to and waiving in writing compliance with any covenant or condition in
this Agreement or any other Credit Document or any Default or Event of Default,
all of which actions shall be binding upon all of the Lenders; provided,
however, that:


                                      -68-
<PAGE>

                  (a)      Without the written consent of Lenders owning at
         least 51% of the Percentage Interests (disregarding the Percentage
         Interest of any Delinquent Lenders during the existence of a
         Delinquency Period so long as such Delinquent Lender is treated the
         same as the other Lenders with respect to any actions enumerated
         below), no written modification of, amendment to, consent with respect
         to, waiver of compliance with or waiver of a Default under any of the
         Credit Documents, or under Sections 6.5 through 6.16, the related
         defined terms or this Section 11.6 shall be made.

                  (b)      Without the written consent of such Lenders as own
         100% of the Percentage Interests in the Revolving Loan (other than
         Delinquent Lenders during the existence of a Delinquency Period so long
         as such Delinquent Lender is treated the same as the other Lenders with
         respect to any actions enumerated below):

                           (i)      No reduction shall be made in (i) the amount
                  of principal of the Loan or reimbursement obligations for
                  payments made under Letters of Credit, (ii) the interest rate
                  on the Revolving Loan or the Swingline Loan or (iii) the
                  Letter of Credit fees or commitment fees.

                           (ii)     No change shall be made in the stated time
                  of payment of all or any portion of the Loan or interest
                  thereon or reimbursement of payments made under Letters of
                  Credit or fees relating to any of the foregoing payable to all
                  of the Lenders and no waiver shall be made of any Default
                  under Section 8.1.1.

                           (iii)    Except for additional Commitments from new
                  Lenders or increased Commitments from existing Lenders
                  expressly contemplated by Section 11.6 hereof, no increase
                  shall be made in the amount, or extension of the term, of the
                  Commitments beyond that provided for under Section 2.

                           (iv)     No release of, or subordination of the
                  Lenders' interests in, all or substantially all of the Credit
                  Security and no release of the Borrower or any material
                  Guarantor shall be made (in any event, without the written
                  consent of the Lenders, the Agent may release particular items
                  of Credit Security or particular Guarantors in dispositions
                  permitted by Section 6.12, as modified by amendments thereto
                  approved by the Required Lenders, and may release all Credit
                  Security pursuant to Section 15 upon payment in full of the
                  Credit Obligations and termination of the Commitments).

                           (v)      No alteration shall be made of the Lenders'
                  rights of set-off contained in Section 8.2.4.

                           (vi)     No amendment to or modification of this
                  Section 11.6 or the definition of "Required Lenders" shall be
                  made.

                  (c)      Without the written consent of a Letter of Credit
         Issuer, no amendment of modification of any Credit Document shall
         affect the rights or duties of such Letter of Credit Issuer under the
         Credit Documents.


                                      -69-
<PAGE>

         11.7.    Agent's Resignation. The Agent may resign at any time by
giving at least 60 days' prior written notice of its intention to do so to each
other of the Lenders and the Borrowers. Upon any such resignation, the Lenders
(other than the resigning Agent) shall have the right to appoint a successor
Agent, subject, unless an Event of Default shall have occurred and be
continuing, to the Borrower's consent, such consent not to be unreasonably
withheld. If no successor to the Agent shall have been so appointed by the
Lenders and shall have accepted such appointment within thirty (30) calendar
days after the resigning Agent's giving of notice of resignation, then the
resigning Agent may, on behalf of the Lenders, appoint a successor Agent from
among the remaining Lenders. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
resigning Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. The new Agent appointed pursuant to this Section 11.7
shall immediately issue new Letters of Credit in place of Letters of Credit
previously issued by the resigning Agent, or if acceptable to the resigning
Agent, issue letters of credit in favor of the resigning Agent as security for
such outstanding Letters of Credit and shall in due course replace all Letters
of Credit previously issued by the resigning Agent. In connection with the
appointment of a successor Agent, the Borrowers shall deliver to the Agent a
processing and recordation fee of $3,000. Upon the appointment of a new Agent
hereunder, the term "Agent" shall for all purposes of this Agreement thereafter
mean such successor. After any retiring Agent's resignation hereunder as Agent,
the provisions of this Agreement shall continue to inure to the benefit of such
Agent as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.

         11.8.    Concerning the Agent.

                  11.8.1.  Action in Good Faith, etc. The Agent and its
         officers, directors, employees and agents shall be under no liability
         to any of the Lenders or to any future holder of any interest in the
         Credit Obligations for any action or failure to act taken or suffered
         in good faith, and any action or failure to act in accordance with an
         opinion of its counsel shall conclusively be deemed to be in good
         faith. The Agent shall in all cases be entitled to rely, and shall be
         fully protected in relying, on instructions given to the Agent by the
         required holders of Credit Obligations as provided in this Agreement.

                  11.8.2.  No Implied Duties, etc. The Agent shall have and may
         exercise such powers as are specifically delegated to the Agent under
         this Agreement or any other Credit Document together with all other
         powers incidental thereto. The Agent shall have no implied duties to
         any Person or any obligation to take any action under this Agreement or
         any other Credit Document except for action specifically provided for
         in this Agreement or any other Credit Document to be taken by the
         Agent. Before taking any action under this Agreement or any other
         Credit Document, the Agent may request an appropriate specific
         indemnity satisfactory to it from each Lender in addition to the
         general indemnity provided for in Section 11.11. Until the Agent has
         received such specific indemnity, the Agent shall not be obligated to
         take (although it may in its sole discretion take) any such action
         under this Agreement or any other Credit Document. Each Lender confirms
         that the Agent does not have a fiduciary relationship to it under the


                                      -70-
<PAGE>

         Credit Documents. Each of the Obligors party hereto confirms that
         neither the Agent nor any other Lender has a fiduciary relationship to
         it under the Credit Documents.

                  11.8.3.  Validity, etc. The Agent shall not be responsible to
         any Lender or any future holder of any interest in the Credit
         Obligations (a) for the legality, validity, enforceability or
         effectiveness of this Agreement or any other Credit Document, (b) for
         any recitals, reports, representations, warranties or statements
         contained in or made in connection with this Agreement or any other
         Credit Document, (c) for the existence or value of any assets included
         in any security for the Credit Obligations, or (d) for the
         effectiveness of any Lien purported to be included in any security for
         the Credit Obligations.

                  11.8.4.  Compliance. The Agent shall not be obligated to
         ascertain or inquire as to the performance or observance of any of the
         terms of this Agreement or any other Credit Document; and in connection
         with any extension of credit under this Agreement or any other Credit
         Document, the Agent shall be fully protected in relying on a
         certificate of the Borrowers as to the fulfillment by the Borrowers of
         any conditions to such extension of credit.

                  11.8.5.  Employment of Agents and Counsel. The Agent may
         execute any of its duties as Agent under this Agreement or any other
         Credit Document by or through employees, agents and attorneys-in-fact
         and shall not be responsible to any of the Lenders, any Borrower or any
         other Obligor for the default or misconduct of any such agents or
         attorneys-in-fact selected by the Agent acting in good faith. The Agent
         shall be entitled to advice of counsel concerning all matters
         pertaining to the agency hereby created and its duties hereunder or
         under any other Credit Document.

                  11.8.6.  Reliance on Documents and Counsel. The Agent shall be
         entitled to rely, and shall be fully protected in relying, upon any
         affidavit, certificate, cablegram, consent, instrument, letter, notice,
         order, document, statement, telecopy, telegram, telex or teletype
         message or writing reasonably believed in good faith by the Agent to be
         genuine and correct and to have been signed, sent or made by the Person
         in question, including any telephonic or oral statement made by such
         Person, and, with respect to legal matters, upon an opinion or the
         advice of counsel selected by the Agent.

                  11.8.7.  Agent's Reimbursement. Each of the Lenders severally
         agrees to reimburse the Agent, in the amount of such Lender's
         Percentage Interest, for any reasonable expenses not reimbursed by the
         Borrowers or the Guarantors (without limiting the obligation of the
         Borrowers or the Guarantors to make such reimbursement): (a) for which
         the Agent is entitled to reimbursement by the Borrowers or the
         Guarantors under this Agreement or any other Credit Document, and (b)
         after the occurrence of a Default, for any other reasonable expenses
         incurred by the Agent on the Lenders' behalf in connection with the
         enforcement of the Lenders' rights under this Agreement or any other
         Credit Document.


                                      -71-
<PAGE>

         11.9.    Rights as a Lender. With respect to any credit extended by it
hereunder, the Agent shall have the same rights, obligations and powers
hereunder as any other Lender and may exercise such rights and powers as though
it were not the Agent, and unless the context otherwise specifies, the Agent
shall be treated in its individual capacity as though it were not the Agent
hereunder. Without limiting the generality of the foregoing, the Percentage
Interest of the Agent shall be included in any computations of Percentage
Interests. The Agent and its Affiliates may accept deposits from, lend money to,
act as trustee for and generally engage in any kind of banking or trust business
with any Borrower, any of their respective Subsidiaries or any Affiliate of any
of them and any Person who may do business with or own an equity interest in any
Borrower, any of their respective Subsidiaries or any Affiliate of any of them,
all as if the Agent were not the Agent and without any duty to account therefor
to the other Lenders.

         11.10.   Independent Credit Decision. Each of the Lenders acknowledges
that it has independently and without reliance upon the Agent, based on the
financial statements and other documents referred to in Section 7.2, on the
other representations and warranties contained herein and on such other
information with respect to the Obligors as such Lender deemed appropriate, made
such Lender's own credit analysis and decision to enter into this Agreement and
to make the extensions of credit provided for hereunder. Each Lender represents
to the Agent that such Lender will continue to make its own independent credit
and other decisions in taking or not taking action under this Agreement or any
other Credit Document. Each Lender expressly acknowledges that neither the Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates has made any representations or warranties to such Lender, and no act
by the Agent taken under this Agreement or any other Credit Document, including
any review of the affairs of the Obligors, shall be deemed to constitute any
representation or warranty by the Agent. Except for notices, reports and other
documents expressly required to be furnished to each Lender by the Agent under
this Agreement or any other Credit Document, the Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition, financial or
otherwise, or creditworthiness of any Obligor which may come into the possession
of the Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

         11.11.   Indemnification. The holders of the Credit Obligations shall
indemnify the Agent and its officers, directors, employees and agents (to the
extent not reimbursed by the Obligors and without limiting the obligation of any
of the Obligors to do so), pro rata in accordance with their respective
Percentage Interests, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time be imposed on,
incurred by or asserted against the Agent or such Persons relating to or arising
out of this Agreement, any other Credit Document, the transactions contemplated
hereby or thereby, or any action taken or omitted by the Agent in connection
with any of the foregoing; provided, however, that the foregoing shall not
extend to actions or omissions which are taken by the Agent with gross
negligence or willful misconduct.

12.      Successors and Assigns; Lender Assignments and Participations. Any
reference in this Agreement to any of the parties hereto shall be deemed to
include the successors and assigns of such party, and all covenants and
agreements by or on behalf of the Obligors, the Guarantors, the


                                      -72-
<PAGE>

Agent or the Lenders that are contained in this Agreement or any other Credit
Documents shall bind and inure to the benefit of their respective successors and
assigns; provided, however, that (a) the Obligors may not assign their rights or
obligations under this Agreement except for mergers or liquidations permitted by
Section 6.12, and (b) the Lenders shall be not entitled to assign their
respective Percentage Interests in the Revolving Loan hereunder except as set
forth below in this Section 12.

         12.1.    Assignments by Lenders.

                  12.1.1.  Assignees and Assignment Procedures. Each Lender may
         (a) without the consent of the Agent or the Company if the proposed
         assignee is already a Lender hereunder or a Wholly Owned Subsidiary of
         the same corporate parent of which the assigning Lender is a Wholly
         Owned Subsidiary, or (b) otherwise with the consents of the Agent and
         (so long as no Event of Default has occurred and is continuing) the
         Company (which consents will not be unreasonably withheld), in
         compliance with applicable laws in connection with such assignment,
         assign to one or more commercial banks or other financial institutions
         (each, an "Assignee") all or a portion of its interests, rights and
         obligations under this Agreement and the other Credit Documents,
         including all or a portion, which shall be pro rata between the
         Revolving Loan and the Letter of Credit Exposure, of its Commitment,
         the portion of the Revolving Loan, and the Letter of Credit Exposure at
         the time owing to it and the Revolving Notes held by it but excluding
         its rights and obligations as a Letter of Credit Issuer; provided,
         however, that:

                  (a)      the aggregate amount of the Commitment of the
         assigning Lender subject to each such assignment to any Assignee other
         than another Lender, a Related Fund, any Eligible Assignee that
         acquires all or a substantial portion of the assets of a Lender or an
         Affiliate of a Lender (determined as of the date the Assignment and
         Acceptance with respect to such assignment is delivered to the Agent)
         shall be not less than $2,500,000 and in increments of $500,000 (or, if
         less, the entire remaining amount of the assigning Lender's
         Commitment); and

                  (b)      the parties to each such assignment shall execute and
         deliver to the Agent an Assignment and Acceptance (the "Assignment and
         Acceptance") substantially in the form of Exhibit 12.1.1, together with
         the Note subject to such assignment and, except in the event of a
         transfer pursuant to Section 12.3 or to another Lender, a Related Fund,
         any Eligible Assignee that acquires all or a substantial portion of the
         assets of a Lender or an Affiliate of a Lender, a processing fee of
         $3,500 payable to the Agent by the assigning Lender (or as the
         assigning Lender and the Assignee may otherwise agree between
         themselves).

Upon acceptance and recording pursuant to Section 12.1.4, from and after the
effective date specified in each Assignment and Acceptance (which effective date
shall be at least five Banking Days after the execution thereof unless waived by
the Agent):


                                      -73-
<PAGE>

                           (i)      the Assignee shall be a party hereto and, to
                  the extent provided in such Assignment and Acceptance, have
                  the rights and obligations of a Lender under this Agreement
                  and

                           (ii)     the assigning Lender shall, to the extent
                  provided in such assignment, be released from its obligations
                  under this Agreement (and, in the case of an Assignment and
                  Acceptance 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 but
                  shall continue to be entitled to the benefits of Sections
                  3.2.4, 3.5, 3.6, 3.7, 3.8 and 10, as well as to any fees
                  accrued for its account hereunder and not yet paid).

                  12.1.2.  Terms of Assignment and Acceptance. By executing and
         delivering an Assignment and Acceptance, the assigning Lender and
         Assignee shall be deemed to confirm to and agree with each other and
         the other parties hereto as follows:

                  (a)      other than the representation and warranty that it is
         the legal and beneficial owner of the interest being assigned thereby
         free and clear of any adverse claim, such assigning Lender makes no
         representation or warranty and assumes no responsibility with respect
         to any statements, warranties or representations made in or in
         connection with this Agreement or the execution, legality, validity,
         enforceability, genuineness, sufficiency or value of this Agreement,
         any other Credit Document or any other instrument or document furnished
         pursuant hereto;

                  (b)      such assigning Lender makes no representation or
         warranty and assumes no responsibility with respect to the financial
         condition of the Obligors or the performance or observance by any
         Obligor of any of its obligations under this Agreement, any other
         Credit Document or any other instrument or document furnished pursuant
         hereto;

                  (c)      such Assignee confirms that it has received a copy of
         this Agreement, together with copies of the most recent financial
         statements delivered pursuant to Section 7.2 or Section 6.4 and such
         other documents and information as it has deemed appropriate to make
         its own credit analysis and decision to enter into such Assignment and
         Acceptance;

                  (d)      such Assignee will independently and without reliance
         upon the Agent, such assigning Lender or any other Lender, and based on
         such documents and information as it shall deem appropriate at the
         time, continue to make its own credit decisions in taking or not taking
         action under this Agreement;

                  (e)      such Assignee appoints and authorizes the Agent to
         take such action as agent on its behalf and to exercise such powers
         under this Agreement as are delegated to the Agent by the terms hereof,
         together with such powers as are reasonably incidental thereto; and


                                      -74-
<PAGE>

                  (f)      such Assignee agrees that it will perform in
         accordance with the terms of this Agreement all the obligations which
         are required to be performed by it as a Lender.

                  12.1.3.  Register. The Agent shall maintain at the Boston
         Office a register (the "Register") for the recordation of (a) the
         Commitments from time to time of each Lender (including any Lenders who
         have been admitted by the Agent or have increased their Commitments in
         accordance with Section 11.6 after the Initial Closing Date), (b) the
         names and addresses of the Lenders and the Assignees which assume
         rights and obligations pursuant to an assignment under Section 12.1.1,
         (c) the Percentage Interest of each such Lender as set forth in Section
         11.1 and (d) the amount of the Revolving Loan and the Letter of Credit
         Exposure owing to each Lender from time to time. The entries in the
         Register shall be conclusive, in the absence of manifest error, and the
         Borrowers, the Agent and the Lenders may treat each Person whose name
         is registered therein for all purposes as a party to this Agreement.
         The Register shall be available for inspection by any Borrower or any
         Lender at any reasonable time and from time to time upon reasonable
         prior notice.

                  12.1.4.  Acceptance of Assignment and Assumption. Upon its
         receipt of a completed Assignment and Acceptance executed by an
         assigning Lender and an Assignee together with the Revolving Notes
         subject to such assignment, and the processing and recordation fee
         referred to in Section 12.1.1, the Agent shall (a) accept such
         Assignment and Acceptance, (b) record the information contained therein
         in the Register and (c) give prompt notice thereof to the Borrower.
         Within five Banking Days after receipt of notice, the Borrowers, at
         their own expense, shall execute and deliver to the Agent, in exchange
         for the surrendered Revolving Notes, new Revolving Notes to the order
         of such Assignee in a principal amount equal to the applicable
         Commitment and Revolving Loan assumed by it pursuant to such Assignment
         and Acceptance and, if the assigning Lender has retained a Commitment
         and Revolving Loan, new Revolving Notes to the order of such assigning
         Lender in a principal amount equal to the applicable Commitment and
         Revolving Loan retained by it. Such new Revolving Notes shall be in an
         aggregate principal amount equal to the aggregate principal amount of
         such surrendered Revolving Notes, respectively, and shall be dated the
         date of the surrendered Revolving Notes which they replace.

                  12.1.5.  Federal Reserve Bank. Notwithstanding the foregoing
         provisions of this Section 12, any Lender may at any time pledge or
         assign all or any portion of such Lender's rights under this Agreement
         and the other Credit Documents to a Federal Reserve Bank; provided,
         however, that no such pledge or assignment shall release such Lender
         from such Lender's obligations hereunder or under any other Credit
         Document.

                  12.1.6.  Further Assurances. The Obligors shall sign such
         documents and take such other actions from time to time reasonably
         requested by an Assignee to enable it to share in the benefits of the
         rights created by the Credit Documents.


                                      -75-
<PAGE>

         12.2.    Credit Participants. Each Lender may, without the consent of
the Borrowers or the Agent, in compliance with applicable laws in connection
with such participation, sell to one or more commercial banks or other financial
institutions (each a "Credit Participant") participations in all or a portion of
its interests, rights and obligations under this Agreement and the other Credit
Documents (including all or a portion of its Commitment, the Revolving Loan, the
Letter of Credit Exposure and the Revolving Note held by it); provided, however,
that:

                  (a)      such Lender's obligations under this Agreement shall
         remain unchanged;

                  (b)      such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations;

                  (c)      the Credit Participant shall be entitled to the
         benefit of the cost protection provisions contained in Sections 3.2.4,
         3.6, 3.7, 3.8, 3.9 and 10, but shall not be entitled to receive any
         greater payment thereunder than the selling Lender would have been
         entitled to receive with respect to the interest so sold if such
         interest had not been sold; and

                  (d)      the Borrowers, the Agent and the other Lenders shall
         continue to deal solely and directly with such Lender in connection
         with such Lender's rights and obligations under this Agreement, and
         such Lender shall retain the sole right as one of the Lenders to vote
         with respect to the enforcement of the obligations of the Borrowers
         relating to the Revolving Loan, the Letter of Credit Exposure and the
         approval of any amendment, modification or waiver of any provision of
         this Agreement (other than amendments, modifications, consents or
         waivers described in clause (b) of the proviso to Section 11.6).

Each Obligor agrees, to the fullest extent permitted by applicable law, that any
Credit Participant and any Lender purchasing a participation from another Lender
pursuant to Section 11.5 may exercise all rights of payment (including the right
of set-off), with respect to its participation as fully as if such Credit
Participant or such Lender were the direct creditor of the Obligors and a Lender
hereunder in the amount of such participation.

         12.3.    Replacement of Lender. In the event that any Lender or, to the
extent applicable, any Credit Participant (the "Affected Lender"):

                  (a)      fails to perform its obligations to fund any portion
         of the Revolving Loan or to issue any Letter of Credit on any Closing
         Date when required to do so by the terms of the Credit Documents, or
         fails to provide its portion of any Eurodollar Pricing Option pursuant
         to Section 3.2.1 or on account of a Legal Requirement as contemplated
         by Section 3.2.5;

                  (b)      demands payment under the Reserve provisions of
         Section 3.5, the Tax provisions of Section 3.6, the capital adequacy
         provisions of Section 3.7 or the regulatory change provisions in
         Section 3.8 in an amount the Company deems materially in excess of the
         amounts with respect thereto demanded by the other Lenders; or


                                      -76-
<PAGE>

                  (c)      refuses to consent to a proposed amendment,
         modification, waiver or other action requiring consent of the holders
         of 100% of the Percentage Interests under Section 11.6(b) that is
         consented to by the other Lenders;

then, so long as no Event of Default exists and is continuing, the Borrowers
shall have the right to seek a replacement lender which is reasonably
satisfactory to the Agent (the "Replacement Lender"). The Replacement Lender
shall purchase the interests of the Affected Lender in the Revolving Loan,
Letters of Credit and its Commitment and shall assume the obligations of the
Affected Lender hereunder and under the other Credit Documents upon execution by
the Replacement Lender of an Assignment and Acceptance and the tender by it to
the Affected Lender of a purchase price agreed between it and the Affected
Lender (or, if they are unable to agree, a purchase price in the amount of the
Affected Lenders' Percentage Interest in the Revolving Loan plus the amount of
all other outstanding Credit Obligations including all accrued and unpaid Credit
Obligations then owed to the Affected Lender). Such assignment by the Affected
Lender shall be deemed an early termination of any Eurodollar Pricing Option to
the extent of the Affected Lender's portion thereof, and the Borrowers will pay
to the Affected Lender any resulting amounts due under Section 3.2.4. Upon
consummation of such assignment, the Replacement Lender shall become party to
this Agreement as a signatory hereto and shall have all the rights and
obligations of the Affected Lender under this Agreement and the other Credit
Documents with a Percentage Interest equal to the Percentage Interest of the
Affected Lender, the Affected Lender shall be released from its obligations
hereunder and under the other Credit Documents, and no further consent or action
by any party shall be required. Upon the consummation of such assignment, the
Borrowers, the Agent and the Affected Lender shall make appropriate arrangements
so that a new Revolving Note is issued to the Replacement Lender if it has
acquired a portion of the Revolving Loan. The Borrowers and the Guarantors shall
sign such documents and take such other actions reasonably requested by the
Replacement Lender to enable it to share in the benefits of the rights created
by the Credit Documents. Until the consummation of an assignment in accordance
with the foregoing provisions of this Section 12.3, the Borrowers shall continue
to pay to the Affected Lender any Credit Obligations as they become due and
payable.

13.      Notices. Except as otherwise specified in this Agreement, any notice
required to be given pursuant to this Agreement shall be given in writing. Any
notice, consent, approval, demand or other communication in connection with this
Agreement shall be deemed to be given if given in writing (including telex,
telecopy or similar teletransmission) addressed as provided below (or to the
addressee at such other address as the addressee shall have specified by notice
actually received by the addresser), and if either (a) actually delivered in
fully legible form to such address (evidenced in the case of a telex by receipt
of the correct answerback) or (b) in the case of a letter, unless actual receipt
of the notice is required by any Credit Document five days shall have elapsed
after the same shall have been deposited in the United States mails, with
first-class postage prepaid and registered or certified.

         If to any of the Borrowers or any of their respective Subsidiaries, to
them at their address set forth in Exhibit 7.1 (as supplemented pursuant to
Sections 6.4.1 and 6.4.2), to the attention of the chief financial officer.


                                      -77-
<PAGE>

         If to any Lender or the Agent, to it at its address set forth on the
signature pages of this Agreement or in the Register, with a copy to the Agent.

14.      Course of Dealing; Amendments and Waivers. No course of dealing between
any Lender or the Agent, on one hand, and the Borrowers or any other Obligor, on
the other hand, shall operate as a waiver of any of the Lenders' or the Agent's
rights under this Agreement or any other Credit Document or with respect to the
Credit Obligations. Each of the Borrowers and the Guarantors acknowledges that
if the Lenders or the Agent, without being required to do so by this Agreement
or any other Credit Document, give any notice or information to, or obtain any
consent from, any Borrower or any other Obligor, the Lenders and the Agent shall
not by implication have amended, waived or modified any provision of this
Agreement or any other Credit Document, or created any duty to give any such
notice or information or to obtain any such consent on any future occasion. No
delay or omission on the part of any Lender of the Agent in exercising any right
under this Agreement or any other Credit Document or with respect to the Credit
Obligations shall operate as a waiver of such right or any other right hereunder
or thereunder. A waiver on any one occasion shall not be construed as a bar to
or waiver of any right or remedy on any future occasion. No waiver, consent or
amendment with respect to this Agreement or any other Credit Document shall be
binding unless it is in writing and signed by the Agent or the Required Lenders.

15.      Defeasance. When all Credit Obligations have been paid, performed and
reasonably determined by the Lenders to have been indefeasibly discharged in
full, and if at the time no Lender continues to be committed to extend any
credit to the Borrowers hereunder or under any other Credit Document, this
Agreement shall terminate and, at the Borrowers' written request, accompanied by
such certificates and other items as the Agent shall reasonably deem necessary,
the Credit Security shall revert to the Obligors and the right, title and
interest of the Lenders therein shall terminate. Thereupon, on the Obligor's
demand and at their cost and expense, the Agent shall execute proper
instruments, acknowledging satisfaction of and discharging this Agreement, and
shall redeliver to the Obligors any Credit Security then in its possession;
provided, however, that Sections 3.2.4, 3.5, 3.6, 3.7, 3.8, 10 and 11.8.7 shall
survive the termination of this Agreement.

16.      Venue; Service of Process. Each of the Borrowers and the other
Obligors:

         16.1.    Irrevocably submits to the nonexclusive jurisdiction of the
state courts of The Commonwealth of Massachusetts and to the nonexclusive
jurisdiction of the United States District Court for the District of
Massachusetts for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement or any other Credit Document or the subject
matter hereof or thereof.

         16.2.    Waives to the extent not prohibited by applicable law that
cannot be waived, and agrees not to assert, by way of motion, as a defense or
otherwise, in any such proceeding brought in any of the above-named courts, any
claim that it is not subject personally to the jurisdiction of such court, that
its property is exempt or immune from attachment or execution, that such
proceeding is brought in an inconvenient forum, that the venue of such
proceeding is improper,


                                      -78-
<PAGE>

or that this Agreement or any other Credit Document, or the subject matter
hereof or thereof, may not be enforced in or by such court.

Each of the Borrowers and the other Obligors consents to service of process in
any such proceeding in any manner at the time permitted by Chapter 223A of the
General Laws of The Commonwealth of Massachusetts and agrees that service of
process by registered or certified mail, return receipt requested, at its
address specified in or pursuant to Section 16 is reasonably calculated to give
actual notice.

17.      WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
THAT CANNOT BE WAIVED, EACH OF THE BORROWERS, THE OTHER OBLIGORS, THE AGENT AND
THE LENDERS WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF
ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT OR THE SUBJECT MATTER HEREOF OR THEREOF OR ANY CREDIT OBLIGATION OR IN
ANY WAY CONNECTED WITH THE DEALINGS OF THE LENDERS, THE AGENT, THE BORROWERS OR
ANY OTHER OBLIGOR IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. Each
of the Borrowers and the other Obligors acknowledges that it has been informed
by the Agent that the provisions of this Section 17 constitute a material
inducement upon which each of the Lenders has relied and will rely in entering
into this Agreement and any other Credit Document, and that it has reviewed the
provisions of this Section 17 with its counsel. Any Lender, the Agent, any
Borrower or any other Obligor may file an original counterpart or a copy of this
Section 17 with any court as written evidence of the consent of the Borrowers,
the other Obligors, the Agent and the Lenders to the waiver of their rights to
trial by jury.

18.      General. All covenants, agreements, representations and warranties made
in this Agreement or any other Credit Document or in certificates delivered
pursuant hereto or thereto shall be deemed to have been relied on by each
Lender, notwithstanding any investigation made by any Lender on its behalf, and
shall survive the execution and delivery to the Lenders hereof and thereof. The
invalidity or unenforceability of any provision hereof shall not affect the
validity or enforceability of any other provision hereof. The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. This Agreement and the other Credit Documents
(including any related fee agreements with the Agent or the Lenders) constitute
the entire understanding of the parties with respect to the subject matter
hereof and thereof and supersede all prior and contemporaneous understandings
and agreements, whether written or oral. This Agreement may be executed in any
number of counterparts which together shall constitute one instrument. This
Agreement shall be governed by and construed in accordance with the laws (other
than the conflict of laws rules) of The Commonwealth of Massachusetts.

                     [This space intentionally left blank.]


                                      -79-
<PAGE>

         Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.

                            PEDIATRIX MEDICAL GROUP, INC. (Florida)


                            By:
                                 --------------------------------------------
                                   Karl B. Wagner, Chief Financial Officer


                            ALASKA NEONATOLOGY ASSOCIATES, INC.
                            AUGUSTA NEONATOLOGY ASSOCIATES, P.C.
                            DES MOINES PERINATAL CENTER, P.C.
                            FOOTHILL MEDICAL GROUP, INC.
                            FORT WORTH NEONATAL ASSOCIATES, P.A.
                            OBSTETRIX MEDICAL GROUP OF CALIFORNIA, A
                                 PROFESSIONAL CORPORATION
                            MAGELLA HEALTHCARE GROUP, L.P.
                            MAGELLA MEDICAL ASSOCIATES, P.A.
                            MAGELLA MEDICAL ASSOCIATES OF GEORGIA, P.C.
                            MAGELLA MEDICAL ASSOCIATES MIDWEST, P.C.
                            MAGELLA MEDICAL GROUP, INC. (d/b/a MAGELLA
                                 MEDICAL GROUP, A MEDICAL CORPORATION)
                            MAGELLA NEVADA, LLC
                            MAGELLA TEXAS, LLC
                            MARCIA J. PERNOLL, M.D. PROF. CORP. d/b/a OBSTETRIX
                                 MEDICAL GROUP OF NEVADA, LTD.
                            MOUNTAIN STATES NEONATOLOGY, INC.
                            NEONATAL AND PEDIATRIC INTENSIVE CARE
                                 MEDICAL GROUP, INC.
                            NEONATOLOGY ASSOCIATES, P.A.
                            NEONATOLOGY-CARDIOLOGY ASSOCIATES, P.A.
                            NEWBORN SPECIALISTS, P.C.
                            OBSTETRIX MEDICAL GROUP OF COLORADO, P.C.
                            OBSTETRIX MEDICAL GROUP OF KANSAS AND
                                 MISSOURI, P.A.
                            OBSTETRIX MEDICAL GROUP OF TEXAS, P.A.
                            OZARK NEONATAL ASSOCIATES, INC.


                            By:
                                 --------------------------------------------
                                      Karl B. Wagner, Attorney-in-Fact


                                      -80-
<PAGE>

                            PEDIATRIX MEDICAL GROUP OF ARKANSAS, P.A.
                            PEDIATRIX MEDICAL GROUP OF CALIFORNIA, A
                                 PROFESSIONAL CORPORATION
                            PEDIATRIX MEDICAL GROUP OF COLORADO, P.C.
                            PEDIATRIX MEDICAL GROUP OF GEORGIA, P.C.
                            PEDIATRIX MEDICAL GROUP OF INDIANA, P.C.
                            PEDIATRIX MEDICAL GROUP OF KANSAS, P.A.
                            PEDIATRIX MEDICAL GROUP OF MISSOURI, P.C.
                            PEDIATRIX MEDICAL GROUP OF OKLAHOMA, P.C.
                            PEDIATRIX MEDICAL GROUP OF PENNSYLVANIA, P.C.
                            PEDIATRIX MEDICAL GROUP OF PUERTO RICO, P.S.C.
                            PEDIATRIX MEDICAL GROUP OF TEXAS, P.A.
                            PEDIATRIX MEDICAL GROUP NEONATOLOGY AND
                                 PEDIATRIC INTENSIVE CARE SPECIALISTS
                                 OF NEW YORK, P.C.
                            PEDIATRIX MEDICAL GROUP
                            PEDIATRIX OF MARYLAND, P.A.
                            PERINATAL PEDIATRICS, P.A.
                            PERNOLL MEDICAL GROUP OF NEVADA, LTD.
                                 d/b/a PEDIATRIX MEDICAL GROUP OF NEVADA
                            SAVANNAH NEONATOLOGY, INC.
                            ST. JOSEPH NEONATOLOGY CONSULTANTS, P.A.
                            TEXAS MATERNAL FETAL MEDICINE, P.A.


                            By:
                                 --------------------------------------------
                                      Karl B. Wagner, Attorney-in-Fact



                            PEDIATRIX MEDICAL GROUP OF OHIO CORP.


                            By:
                                 --------------------------------------------
                                         Karl B. Wagner, Secretary


                                      -81-
<PAGE>

                            ASSOCIATES IN NEONATOLOGY, INC.
                            BNA ACQUISITION COMPANY, INC.
                            CENTRAL OKLAHOMA NEONATOLOGY
                                 ASSOCIATES, INC.
                            FLORIDA REGIONAL NEONATAL ASSOCIATES, P.A.
                            GNPA ACQUISITION COMPANY, INC.
                            MAGELLA HEALTHCARE CORPORATION
                            MNPC ACQUISITION COMPANY, INC.
                            NACF ACQUISITION COMPANY, INC.
                            NEONATAL SPECIALISTS, LTD.
                            NSPA ACQUISITION COMPANY, INC.
                            OBSTETRIX MEDICAL GROUP OF ARIZONA, P.C.
                            OBSTETRIX MEDICAL GROUP OF DELAWARE, INC.
                            OBSTETRIX MEDICAL GROUP OF PENNSYLVANIA, P.C.
                            OBSTETRIX MEDICAL GROUP OF PHOENIX, P.C.
                            OBSTETRIX MEDICAL GROUP OF
                                 WASHINGTON, INC., P.S.
                            OBSTETRIX MEDICAL GROUP, INC.
                            PALM BEACH NEO ACQUISITIONS, INC.
                            PASCV ACQUISITION COMPANY, INC.
                            PEDIATRIX MEDICAL GROUP OF DELAWARE, INC.
                            PEDIATRIX MEDICAL GROUP OF FLORIDA, INC.
                            PEDIATRIX MEDICAL GROUP OF NEW MEXICO, P.C.
                            PEDIATRIX MEDICAL GROUP OF SOUTH CAROLINA, P.A.
                            PEDIATRIX MEDICAL GROUP OF TENNESSEE, P.C.
                            PEDIATRIX MEDICAL GROUP OF WASHINGTON, INC., P.S.
                            PEDIATRIX MEDICAL GROUP, INC. (Utah)
                            PEDIATRIX MEDICAL GROUP, P.A.
                            PEDIATRIX MEDICAL GROUP, P.C. (Virginia)
                            PEDIATRIX MEDICAL GROUP, P.C. (West Virginia)
                            PMG ACQUISITION CORP.
                            PNA ACQUISITION CO., INC.
                            RPNA ACQUISITION COMPANY, INC.
                            SCPMC ACQUISITION CO.
                            SNCA ACQUISITION COMPANY, INC.


                            By:  /s/ Karl B. Wagner
                                    Karl B. Wagner, Treasurer


                                      -82-
<PAGE>

                            FLEET NATIONAL BANK

                            By /s/ Carol Paige Castle
                                    Carol Paige Castle
                                    Director

                                    Fleet National Bank
                                    100 Federal Street
                                    Mail Stop: MADE 100010B
                                    Boston, Massachusetts 02110
                                    Telecopy: (617) 434-2472

                                    With a copy to:

                                    Fleet National Bank
                                    Mail Stop:  NJRP45004P
                                    301 Carnegie Center
                                    Princeton, NJ  08540-6227
                                    Telecopy:  (609) 799-8984


                                      -83-
<PAGE>

                            FIRSTAR BANK N.A.


                            By:  /s/ Christian E. Stein III
                                 Name:    Christian E. Stein III
                                 Title:   Vice President

                                 Firstar Bank N.A.
                                 One Firstar Plaza
                                 Mail Location:  SL-TW-11SI
                                 P.O. Box 524
                                 St. Louis, Missouri  63166
                                 Attn:  L. Alec Blanc III, SVP


                                      -84-
<PAGE>

                UBS AG, STAMFORD BRANCH


                By:  /s/ Wifred V. Saint
                     Name:  Wilfred V. Saint
                     Title:    Associate Director, Banking Products Services, US




                By:  /s/ Susan Brunner
                     Name:  Susan Brunner
                     Title:    Associate Director, Banking Products Services, US



                     UBS AG, Stamford Branch
                     677 Washington Blvd.
                     6th Floor South
                     Stamford, CT  06901
                     Attn:  Susan Brunner, Associate Director


                                      -85-
<PAGE>

                            THE INTERNATIONAL BANK OF MIAMI, N.A.


                            By:  /s/ Eduardo Hornero
                                    Name: Eduardo Hornero
                                    Title:   Vice President



                            By:  /s/ Jorge Maklouf
                                    Name: Jorge Maklouf
                                    Title:   Senior Vice President


                                    The International Bank of Miami, N.A.
                                    601 Brickell Key Drive
                                    Suite 1020
                                    Miami, FL  33131
                                    Attn:  Eduardo Hornero, VP


                                      -86-
<PAGE>
                                                                    EXHIBIT 1.11
                                   SCHEDULE I
                                 TO THE ANNEXED
               [__]% [SUBORDINATED] [CONVERTIBLE] PROMISSORY NOTE
           WHICH FORMS A PART OF THE NOTE AND IS INCORPORATED THEREIN

                                  SUBORDINATION

                  (a)      Anything in this Note to the contrary
         notwithstanding, the obligation of Maker to pay the principal of and
         interest on this Note, and to discharge all its other obligations
         hereunder, shall be subordinate and junior in right of payment to the
         extent set forth in this Schedule I, to the Senior Indebtedness. The
         term "Senior Indebtedness" means all principal, interest, fees, costs,
         enforcement expenses (including legal fees and disbursements),
         collateral protection expenses and other reimbursement or indemnity
         obligations created or evidenced by (x) the Amended and Restated Credit
         Agreement, originally dated as of June 27, 1996, as amended and
         restated as of November 1, 2000, as further amended and restated on
         August 14, 2001 and as further amended or restated from time to time
         (the "Senior Loan Agreement"), among Pediatrix Medical Group, Inc.
         ("Pediatrix") and the Material Related Entities (as defined in the
         Senior Loan Agreement) of Pediatrix from time to time party thereto and
         the several banks named therein (in such capacity hereinafter the
         "Lenders") and Fleet National Bank, as Agent (in such capacity,
         including any successor or replacement agent, hereinafter the "Agent")
         for the Lenders (including any renewal, extension, modification,
         amendment, refinancing, refunding or replacement of the Senior Loan
         Agreement), including, without limitation, any security agreement,
         guarantee, instrument or other document delivered pursuant to or in
         connection with the Senior Loan Agreement, and (y) other than
         liabilities owing to the Maker's trade creditors, any guaranty,
         instrument, indebtedness, liability or obligation of the Maker not in
         violation of the Senior Loan Agreement, whether or not related thereto.
         Senior Indebtedness shall expressly include any and all interest
         accruing or out of pocket costs or expenses incurred after the date of
         any filing by or against Maker of any petition under the Federal
         Bankruptcy Code or any other bankruptcy, insolvency or reorganization
         act regardless of whether the Agent's or any Lender's claim therefor is
         allowed or allowable in the case or proceeding relating thereto.

                           (i)      In the event of any insolvency, bankruptcy,
                  liquidation, reorganization or other similar proceedings, or
                  any receivership proceedings in connection therewith, relative
                  to Maker or its creditors or its property, and in the event of
                  any proceedings for voluntary liquidation, dissolution or
                  other winding up of Maker, whether or not involving insolvency
                  or bankruptcy proceedings, then all Senior Indebtedness shall
                  first be paid in full in cash, before any payment on account
                  of principal or interest is made upon this Note.

                           (ii)     In any of the proceedings referred to in
                  subparagraph (a)(i) above, any payment or distribution of any
                  kind or character, whether in cash, property, stock or
                  obligations which may be payable or deliverable in respect of
                  this Note shall be paid or delivered directly to the Agent
                  with respect to any Senior Indebtedness owed to the Lenders
                  and to the other holders of any Senior


                                      -1-
<PAGE>

                  Indebtedness with respect to any such indebtedness owed to
                  them, for application in payment thereof, unless and until all
                  Senior Indebtedness shall have been paid in full in cash.

                           (iii)    In the event of any default under any
                  instrument evidencing any Senior Indebtedness or under any
                  document pursuant to which the same shall have been issued
                  permitting the holder of such Senior Indebtedness to
                  accelerate the maturity thereof, which default shall continue
                  without cure or waiver, and the effect of such default is to
                  accelerate or permit the acceleration of the maturity of such
                  obligation or the holder thereof shall cause such obligation
                  to become due prior to the stated maturity thereof or such
                  obligation shall not be paid at maturity, Maker will not make,
                  directly or indirectly, to the holder of this Note any payment
                  of any kind of or on account of all or any part of this Note,
                  and the holder of this Note will not accept from Maker any
                  payment of any kind of or on account of all or any part of
                  this Note, unless and until all such Senior Indebtedness shall
                  have been paid in full in cash.

         Upon request of any holder of Senior Indebtedness, the holder of this
Note will affirm its obligations under this Schedule I.

                  (b)      Notwithstanding any other provision of this Note,
         upon the occurrence of any event described in subparagraph (a)(iii)
         above, [except for conversion of this Note in accordance with Schedule
         II hereto,] no holder of this Note may, without the prior written
         consent of the Agent, so long as any Senior Indebtedness is outstanding
         to the Lenders, and thereafter of the other holders of Senior
         Indebtedness, (i) ask, collect, demand or sue for any payment,
         distribution or any other remedy in respect of the indebtedness
         evidenced by this Note; (ii) enforce the indebtedness evidenced by this
         Note or any part thereof or take any act to foreclose or realize upon
         the indebtedness evidenced by this Note or any part thereof; (iii)
         commence, or join with any other creditor (other than the holders of
         any Senior Indebtedness or any representative thereof) in commencing
         any proceeding referred to in subparagraph (a)(i) above or (iv) declare
         any amount of the indebtedness evidenced by this Note to be due and
         payable; provided, however, that the provisions of this paragraph (b)
         shall terminate automatically upon the commencement of any proceeding
         referred to in subparagraph (a)(i) above or upon the acceleration of
         the maturity of any Senior Indebtedness or the institution of any
         foreclosure or other proceedings to enforce the payment of such
         obligations.

                  (c)      In furtherance of the foregoing provisions of this
         Schedule I:

                           (i)      The holder of this Note will not take or
                  omit to take any action or assert any claim with respect to
                  the indebtedness evidenced by this Note or otherwise which is
                  inconsistent with the provisions of this Note.

                           (ii)     In case any direct or indirect payment or
                  distribution shall be received by any holder of this Note in
                  contravention of any provision of this Note, including,
                  without limitation, subparagraph (a)(iii) above, the holder of
                  this Note will hold in trust and immediately pay over to the
                  Agent of the account of the Lenders and the Agent, in the same
                  form of payment received, the appropriate


                                      -2-
<PAGE>

                  endorsements, for application to the Senior Indebtedness owed
                  to such Lenders any cash amount that Maker pays to the holder
                  of this Note with respect to the indebtedness evidenced by
                  this Note, or as collateral for the Senior Indebtedness owed
                  to such Lenders any other assets of Maker that the holder of
                  this Note may receive with respect to the indebtedness
                  evidenced by this Note. So long as any direct or indirect
                  payment or distribution shall be received by any holder in
                  accordance with (and not in contravention of) the provisions
                  of this Note, then in any such event such holder shall have no
                  obligation to hold such payment or distribution in trust for
                  the benefit of the holders of Senior Indebtedness.

                           (iii)    At any meeting of creditors of Maker or in
                  the event of any case or proceeding, voluntary or involuntary,
                  for the distribution, division or application of all or part
                  of the assets of Maker or the proceeds thereof, whether such
                  case or proceeding be for the liquidation, dissolution or
                  winding up of Maker or its business, a receivership,
                  insolvency or bankruptcy case or proceeding, an assignment for
                  the benefit of creditors or a proceeding by or against Maker
                  for relief under the Federal Bankruptcy Code or any other
                  bankruptcy, reorganization or insolvency law or any other law
                  relating to the relief of debtors, readjustment of
                  indebtedness, reorganization, arrangement, composition or
                  extension or marshalling of assets or otherwise, the Agent is
                  hereby irrevocably authorized at any such meeting or in any
                  such proceeding to receive or collect for the benefit of the
                  Lenders and the Agent any cash or other assets of Maker
                  distributed, divided or applied by way of dividend or payment,
                  or any securities issued on account of any indebtedness
                  evidenced by this Note [(other than pursuant to conversion of
                  this Note as set forth on Schedule II)], and apply such cash
                  to or to hold such other assets or securities as collateral
                  for the Senior Indebtedness owed to such Lenders, and to apply
                  to such Senior Indebtedness any cash proceeds of any
                  realization upon such other assets or securities that the
                  Agent in its discretion elects to effect, until all of the
                  Senior Indebtedness shall have been paid in full in cash,
                  rendering to the holder of this Note any surplus to which the
                  holder of this Note is then entitled.

                           (iv)     Notwithstanding the foregoing provision of
                  subparagraph (c)(iii) above, the holder of this Note shall be
                  entitled to receive and retain any securities of Maker or any
                  other corporation or other entity provided for by a plan or
                  reorganization or readjustment (x) the payment of which
                  securities is subordinate, at least to the extent provided in
                  this Note with respect to the indebtedness evidenced by this
                  Note, to the payment of all Senior Indebtedness under any such
                  plan of reorganization or readjustment, and (y) all other
                  terms of which are acceptable to the Lenders and the Agent.

                           (v)      At any such meeting of creditors or in the
                  event of any such case or proceeding, in each case referred to
                  in subparagraph (c)(iii) above, the holder of this Note shall
                  retain the right to vote or otherwise act with respect to the
                  indebtedness evidenced by this Note (including, without
                  limitation, the right to vote to accept or reject any plan of
                  partial or complete liquidation, reorganization, arrangement,
                  composition or extension); provided that the holder of this
                  Note


                                      -3-
<PAGE>

                  shall not vote with respect to any such plan or take any other
                  action in any way so as to contest (x) the validity of any
                  Senior Indebtedness or any collateral therefor or guaranties
                  thereof, (y) the relative rights and duties of any holders of
                  any Senior Indebtedness established in any instruments or
                  agreements creating or evidencing any of the Senior
                  Indebtedness with respect to any such collateral or guaranties
                  or (z) the obligations and agreements of the holder of this
                  Note set forth in this Note, nor shall any such vote by the
                  holder of this Note be inconsistent with any vote of the
                  Agent, so long as any Senior Indebtedness is owed to the
                  Lenders.

                  (d)      The subordination provisions contained in this Note
         shall continue in full force and effect, and the obligations and
         agreements of the holder of this Note and Maker hereunder shall
         continue to be fully operative, until all of the Senior Indebtedness
         shall have been paid and satisfied in full in cash and such full
         payment and satisfaction shall be final and not avoidable. To the
         extent that Maker or any guarantor of, or provider of collateral for,
         the Senior Indebtedness makes any payment on the Senior Indebtedness
         that is subsequently invalidated, declared to be fraudulent or
         preferential or set aside or is required to be repaid to a trustee,
         receiver or any other party under any bankruptcy, insolvency or
         reorganization act, state or federal law, common law or equitable cause
         (such payment being hereinafter referred to as a "Voided Payment"),
         then to the extent of such Voided Payment, that portion of the Senior
         Indebtedness that had been previously satisfied by such Voided Payment
         shall be revived and continue in full force and effect as if such
         Voided Payment had never been made. In the event that a Voided Payment
         is recovered from the Agent or any Lender, an Event of Default shall be
         deemed to have existed and to be continuing under the Credit Agreement
         from the date of such Agent's or such Lender's initial receipt of such
         Voided Payment until the full amount of such Voided Payment is restored
         to the Agent or such Lender. During any continuance of such Event of
         Default, the subordination provisions of this Note shall be in full
         force and effect with respect to the indebtedness evidenced by this
         Note.

                  (e)      Subject to the payment in full in cash of all Senior
         Indebtedness as aforesaid, the holder of this Note shall be subrogated
         to the rights of the holders of Senior Indebtedness to receive payments
         or distributions of any kind or character, whether in cash, property,
         stock or obligations, which may be payable or deliverable to the
         holders of Senior Indebtedness, until the principal of, and interest
         on, this Note shall be paid in full, and, as between Maker, its
         creditors other than the holders of Senior Indebtedness, and the holder
         of this Note, no such payment or distribution made to the holders of
         Senior Indebtedness by virtue of this Schedule I which otherwise would
         have been made to the holder of this Note shall be deemed a payment by
         Maker on account of the Senior Indebtedness, it being understood that
         the provisions of this Schedule I are intended solely for the purposes
         of defining the relative rights of the holder of this Note, on the one
         hand, and the holders of the Senior Indebtedness, on the other hand.
         Subject to the rights, if any, under this Schedule I of holders of
         Senior Indebtedness to receive cash, property, stock or obligations
         otherwise payable or deliverable to the holder of this Note, nothing
         herein shall either impair, as between Maker and the holder of this
         Note, the obligation of Maker, which is unconditional and absolute, to
         pay the holder hereof the principal hereof and interest hereon in
         accordance with the terms and provisions of this Note or prevent


                                      -4-
<PAGE>

         the holder of this Note from exercising all remedies otherwise
         permitted by applicable law or upon default hereunder.

                  (f)      The Guarantee shall be subordinate and junior in
         right of payment to the extent set forth in this Schedule I, the
         provisions of which shall apply, mutatis mutandis, to the Guarantee in
         respect of Pediatrix Senior Indebtedness and Pediatrix, and
         specifically, for such purpose, (i) the definition of "Senior
         Indebtedness" herein shall be deemed to be replaced with the definition
         of "Pediatrix Senior Indebtedness" as set forth below and (ii)
         references herein to "Senior Indebtedness" and "the Maker" shall be
         deemed to be to "Pediatrix Senior Indebtedness" and "Pediatrix",
         respectively. As used in this Schedule I, "Pediatrix Senior
         Indebtedness" shall mean all principal, interest, fees, costs,
         enforcement expenses (including legal fees and disbursements),
         collateral protection expenses and other reimbursement or indemnity
         obligations created or evidenced by (x) the Senior Loan Agreement
         (including any renewal, extension, modification, amendment,
         refinancing, refunding or replacement thereof), including, without
         limitation, any security agreement, guarantee, instrument or other
         document delivered pursuant to or in connection with the Senior Loan
         Agreement, and (y) other than liabilities owing to Pediatrix's trade
         creditors, any guaranty, instrument, indebtedness, liability or
         obligation of Pediatrix not in violation of the Senior Loan Agreement,
         whether or not related thereto.


                                      -5-
<PAGE>

                                                                  EXHIBIT 2.1.4.

                                 REVOLVING NOTE

N-__                                                          August ____, 200_
                                                          Boston, Massachusetts

         FOR VALUE RECEIVED, the undersigned Borrower signatories hereto (the
"Borrowers"), hereby jointly and severally promise to pay to the order of
__________________ (the "Lender"), on the Final Maturity Date (as defined in the
Credit Agreement referred to below), the aggregate unpaid principal amount of
the loans made by the Lender to the Borrowers pursuant to the Credit Agreement.
The Borrowers promise to pay daily interest from the date hereof, computed as
provided in such Credit Agreement, on the aggregate principal amount of such
loans from time to time unpaid at the per annum rate applicable to such unpaid
principal amount as provided in such Credit Agreement and to pay interest on
overdue principal and, to the extent not prohibited by applicable law, on
overdue installments of interest and fees at the rate specified in such Credit
Agreement, all such interest being payable at the times specified in such Credit
Agreement, except that all accrued interest shall be paid at the stated or
accelerated maturity hereof or upon the final prepayment in full hereof.

         Payments hereunder shall be made to Fleet National Bank, as Lender for
the payee hereof, at 100 Federal Street, Boston, MA 02110.

         All loans made by the Lender pursuant to the Credit Agreement referred
to below and all repayments of the principal thereof shall be recorded by the
Lender and, prior to any transfer hereof, appropriate notations to evidence the
foregoing information with respect to each such loan then outstanding shall be
endorsed by the Lender on the schedule attached hereto or on a continuation of
such schedule attached to and made a part hereof; provided, however, that the
failure of the Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrowers under this Note, such Credit Agreement
or under any other Credit Document.

         This Note evidences borrowings under, and is entitled to the benefits
of, and is subject to the provisions of, the Amended and Restated Credit
Agreement dated as of June 27, 1996, as amended and restated as of November 1,
2000, as further amended and restated as of August 14, 2001, and as from time to
time in effect (the "Credit Agreement"), among Pediatrix Medical Group, Inc., a
Florida Corporation, its Material Related Entities (as defined in the Credit
Agreement), the payee hereof and certain other lenders. The principal of this
Note is prepayable in the amounts and under circumstances set forth in the
Credit Agreement, and may be prepaid in whole or in part from time to time, all
as set forth in the Credit Agreement. Terms defined in the Credit Agreement and
not otherwise defined herein are used herein with the meanings so defined.

         In case an Event of Default shall occur and be continuing, the entire
principal of this Note may become or be declared due and payable in the manner
and with the effect provided in the Credit Agreement.


<PAGE>

         This Note shall be governed by and construed in accordance with the
laws (other than the conflict of laws rules) of The Commonwealth of
Massachusetts.

         The parties hereto, including the Borrowers and all guarantors and
endorsers, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Note, except as specifically otherwise provided in the
Credit Agreement, and assent to extensions of time of payment, or forbearance or
other indulgence without notice.

                                            [BORROWERS]



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


<PAGE>

                                                                   EXHIBIT 2.3.3

                               SWINGLINE LOAN NOTE

No. ___                                                   _______________, 200_
                                                          Boston, Massachusetts

         FOR VALUE RECEIVED, Pediatrix Medical Group, Inc., a Florida
corporation, (the "Borrower") hereby promises to pay to the order of FLEET
NATIONAL BANK, (the "Holder") on the Final Maturity Date (as defined in the
Credit Agreement referred to below) the aggregate unpaid Swingline Loan made to
the Borrower by the Holder, with daily interest from the date hereof, computed
as provided in the Credit Agreement, on the principal amount of such Swingline
Loan from time to time unpaid at a rate per annum on each portion of the
principal amount which shall at all times equal the Swingline Rate (as defined
in the Credit Agreement) applicable to such portion in accordance with the
Credit Agreement. Interest shall be payable on the dates specified in the Credit
Agreement, except that all accrued interest shall be paid at the stated or
accelerated maturity hereof or upon the prepayment in full hereof.

         Payments hereunder shall be made to Fleet National Bank, as Agent for
the payee hereof, at 100 Federal Street, Mail Stop: MADE 10008E, Boston,
Massachusetts 02110.

         This Note evidences the Swingline Loan under and is entitled to the
benefits and subject to the provisions of the Credit Agreement dated as of
August 14, 2001, as from time to time in effect (the "Credit Agreement"), among
the Borrower, its Subsidiaries from time to time party thereto, and certain
Lenders for which Fleet National Bank, is acting as Agent. The principal of this
Note may be due and payable in whole or in part prior to the maturity date
stated above and is subject to required prepayment in the amounts and under the
circumstances set forth in the Credit Agreement, and may be prepaid in whole or
in part from time to time, all as set forth in the Credit Agreement. Amounts so
prepaid may be reborrowed by the Borrower in accordance with and subject to the
terms of the Credit Agreement. This Note may not be assigned or otherwise
transferred except in accordance with the Credit Agreement.

         In case an Event of Default (as defined in the Credit Agreement) shall
occur, the entire principal amount of this Note may become or be declared due
and payable in the manner and with the effect provided in the Credit Agreement.

         This Note shall be governed by and construed in accordance with the
laws (other than the conflict of laws rules) of The Commonwealth of
Massachusetts.

         The undersigned maker and all guarantors and endorsers, hereby waive
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note, except as specifically otherwise provided in the Credit Agreement, and
assent to extensions of time of payment or forbearance or other indulgence
without notice.


<PAGE>

                                  PEDIATRIX MEDICAL GROUP, INC.


                                  By
                                    ------------------------------------------
                                       Karl B. Wagner, Chief Financial Officer


<PAGE>
                                                                   EXHIBIT 5.1.3

                              AMENDMENT NUMBER 1 TO
                               SECURITY AGREEMENT

                           Dated as of August 14, 2001

      This Amendment Number 1 (the "Amendment") to the Security Agreement,
dated as of August 14, 2001, is among Pediatrix Medical Group, Inc., a Florida
corporation (the "Company"), the Material Related Entities of the Company from
time to time party hereto and Fleet National Bank, formerly known as The First
National Bank of Boston, as agent (the "Agent") for itself and the other Lenders
under the Credit Agreement (as defined below).

         Reference is made to the Security Agreement (the "Security Agreement")
dated as of November 1, 2000 among the Company, the Related Entities (as defined
in the Credit Agreement as it was in effect on November 1, 2000) of the Company
from time to time party thereto and the Agent, for itself and the other Lenders
under the Credit Agreement.

         WHEREAS, in connection with the amendment and restatement this day of
the Credit Agreement, the parties hereto wish to amend certain provisions of the
Security Agreement.

1.       Reference to Credit Agreement; Definitions.

         1.1.     Reference to Credit Agreement. Reference is made to the Credit
Agreement, originally dated as of June 27, 1996, as amended and restated as of
November 1, 2000 and as further amended and restated as of the date of this
Amendment, among the Company, the Material Related Entities of the Company from
time to time party thereto, the Lenders from time to time party thereto,
including Fleet National Bank, formerly known as The First National Bank of
Boston, both in its capacity as a Lender and in its capacity as Agent and
Firstar Bank N.A., both in its capacity as a Lender and in its capacity as
Syndication Agent.

         1.2.     Definitions. Terms used in this Agreement but not defined
herein are used as defined in the Credit Agreement.

2.       Amendments.

         2.1.     Section 1. The first sentence of Section 1 of the Security
Agreement is hereby amended by deleting it in its entirety and substituting
therefor:

                  "Reference is made to the Amended and Restated Credit
                  Agreement, originally dated as of June 27, 1996, as amended
                  and restated as of November 1, 2000 and as further amended and
                  restated as of the date hereof, and as from time to time in
                  effect (the "Credit Agreement"), among the Company, the
                  Material Related Entities of the Company from time to time
                  party thereto, the Lenders and the Agent."

         2.2.     Section 1. The last sentence of the first paragraph of Section
1 of the Security Agreement is hereby amended by deleting it in its entirety and
substituting therefor:


                                      -1-
<PAGE>

                  "References to `the date hereof' mean November 1, 2000."

3.       Miscellaneous. Except to the extent specifically modified hereby, the
provisions of the Security Agreement shall remain unmodified, and the Security
Agreement, as amended herein, is hereby confirmed as being in full force an
effect. Each of the parties hereto hereby affirms that it is bound by the
provisions of the Security Agreement, as amended by this Amendment and,
accordingly, that each such Person is an Obligor. This Amendment may be executed
in any number of counterparts, which together shall constitute one instrument,
and shall be governed by and construed in accordance with the domestic
substantive laws of The Commonwealth of Massachusetts without giving effect to
any choice or conflict of laws provisions or rule that would cause the
application of the domestic substantive laws of any other jurisdiction.

             [The remainder of this page intentionally left blank.]


                                      -2-
<PAGE>

         IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment (or caused this Amendment to be executed on its behalf by its officer
or representative thereunto duly authorized) under seal as of the date first
written above.

                                        [BORROWERS]


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


                                        FLEET NATIONAL BANK


                                        By:
                                           ------------------------------
                                              Carol P. Castle, Director


                                      -3-
<PAGE>

                                                                  EXHIBIT 5.2.1.

                              OFFICER'S CERTIFICATE

         Pursuant to Section 5.2.1 of the Credit Agreement dated as of June 27,
1996, as amended and restated on November 1, 2000, as further amended and
restated on August 14, 2001 and as from time to time in effect (as currently in
effect, the "Credit Agreement"), among Pediatrix Medical Group, Inc., a Florida
corporation, its Material Related Entities, the Lenders, and Fleet National
Bank, as agent (the "Agent") for itself and the other Lenders, the undersigned
[NAME OF BORROWER] (the "Borrower") requests that a loan be made on the date
specified below (the "Closing Date") in the following amount:

                    Closing Date:             __________, 200_
                    Loan Principal Amount:    $

         In connection with the foregoing request, the Borrower certifies as
follows:

         (1)      The representations and warranties contained in Section 7 of
         the Credit Agreement are true and correct on and as of the date hereof
         with the same force and effect as though originally made on and as of
         the date hereof (except as to any representation or warranty which
         refers to a specific earlier date); the Borrowers are in compliance
         with the covenants contained in Section 6 and no Default exists on the
         date hereof or will exist immediately after giving effect to the
         extension of credit requested hereby; and since December 31, 1999, no
         Material Adverse Change has occurred.

         The foregoing representations and warranties shall be deemed made by
the Borrower on the Closing Date unless the Borrower shall have notified the
Agent in writing to the contrary prior to such Closing Date.

         Terms defined in the Credit Agreement and not otherwise defined herein
are used herein with the meanings so defined.

         This certificate has been executed by a duly authorized Financial
Officer this _____ day of ___________, ____.

                                            [NAME OF BORROWER]
                                            By
                                              --------------------------
                                              Financial Officer


<PAGE>

                                                                   EXHIBIT 6.4.1

                              OFFICER'S CERTIFICATE
                  (For Annual Financial Statements and Reports)

         Pursuant to Section 6.4.1 of the Credit Agreement dated as of June 27,
1996, as amended and restated as of November 1, 2000, as further amended and
restated as of August 14, 2001 and as in effect from time to time (as currently
in effect, the "Credit Agreement"), as amended and restated from time to time,
among Pediatrix Medical Group, Inc. (the "Company"), certain Related Entities of
the Company, the Lenders from time to time party thereto, and Fleet National
Bank, a national banking association as agent for itself and the other Lenders,
the undersigned Financial Officer of the Company represents and warrants that
(i) no Default exists as of the date hereof except as set forth in Exhibit A
attached hereto; and (ii) the Schedule of Computations set forth in Exhibit B
attached hereto demonstrates, as of the close of the fiscal year just ended,
compliance with the Computation Covenants.

         Terms defined in the Credit Agreement and not otherwise defined herein
are used herein with the meanings so defined.

         This certificate has been executed by a duly authorized Financial
Officer this ___ day of ______________, 200__.

                                           PEDIATRIX MEDICAL GROUP, INC.


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


<PAGE>

                              OFFICER'S CERTIFICATE
                  (For Annual Financial Statements and Reports)
                                    Exhibit A
                                    Defaults

[Specify the nature of the Default and what action the Borrower has taken, is
taking or proposes to take with respect thereto.]


<PAGE>

                              OFFICER'S CERTIFICATE
                  (For Annual Financial Statements and Reports)
                                    Exhibit B
                            Schedule of Computations


<PAGE>

                                                                   EXHIBIT 6.4.2

                              OFFICER'S CERTIFICATE
                (For Quarterly Financial Statements and Reports)

         Pursuant to Section 6.4.2 of the Credit Agreement dated as of June 27,
1996, as amended and restated as of November 1, 2000, as further amended and
restated as of August 14, 2001 and as in effect from time to time (as currently
in effect, the "Credit Agreement"), as amended and restated from time to time,
among Pediatrix Medical Group, Inc. (the "Company"), certain of its Related
Entities, and their respective Subsidiaries, the Lenders from time to time party
thereto, and Fleet National Bank, a national banking association as agent for
itself and the other Lenders, the undersigned Financial Officer of the Company
represents and warrants that (i) the financial statements furnished pursuant to
Section 6.4.2 have been prepared in accordance with GAAP and present fairly, in
all material respects, the financial position of the Company, its Related
Entities, and their respective Subsidiaries, at the dates thereof and the
results of its operations for the periods covered thereby, subject only to
normal year-end audit adjustments and the addition of footnotes; (ii) no Default
exists as of the date hereof except as set forth in Exhibit A attached hereto;
and (iii) the Schedule of Computations set forth in Exhibit B attached hereto
demonstrates, as of the close of the fiscal quarter just ended, compliance with
the Computation Covenants.

         Terms defined in the Credit Agreement and not otherwise defined herein
are used herein with the meanings so defined.

         This certificate has been executed by a duly authorized Financial
Officer this __ day of ____________, 200_.

                                            PEDIATRIX MEDICAL GROUP, INC.


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


<PAGE>

                              OFFICER'S CERTIFICATE
                (For Quarterly Financial Statements and Reports)
                                    Exhibit A
                                    Defaults

[Specify the nature of the Default and what action the Borrower has taken, is
taking or proposes to take with respect thereto.]


<PAGE>

                              OFFICER'S CERTIFICATE
                (For Quarterly Financial Statements and Reports)
                                    Exhibit B
                            Schedule of Computations


<PAGE>

                                                                     EXHIBIT 6.6

                              EXISTING INDEBTEDNESS

         Aircraft Lease Agreement between Sun Trust Bank, Central Florida,
         National Association and PMG Acquisition Corp. dated September 5, 1996

         Master Lease Agreement between Pediatrix Medical Group, Inc.,
         Atlantic Financial Group, LTD and Sun Trust Bank, Central Florida, N.A.
         dated November 16, 1998 Building Lease


<PAGE>

                                                                     EXHIBIT 6.7

                                   GUARANTEES

         Aircraft Lease Agreement between SunTrust Bank, Central Florida,
         National Association and PMG Acquisition Corp. dated September 5, 1996

         Master Lease Agreement between Pediatrix Medical Group, Inc.,
         Atlantic Financial Group, LTD and SunTrust Bank, Central Florida, N.A.
         dated November 16, 1998


<PAGE>

                                                                   EXHIBIT 6.9.4

                        [NAME OF NEW BORROWER/GUARANTOR]

                           JOINDER TO CREDIT AGREEMENT

                                          As of ___________, 200__

Fleet National Bank,
  as Agent under the Credit
  Agreement referred to below,
100 Federal Street
Boston, MA 02110

Dear Agent:

         Reference is hereby made to the Credit Agreement dated as of June 27,
1996, as amended and restated as of November 1, 2000, as further amended and
restated as of August 14, 2001 and as in effect from time to time (as currently
in effect, the "Credit Agreement"), among the Borrowers (as defined therein),
each of the Guarantors (as defined therein), Fleet National Bank, for itself and
as Agent, and each of the other lenders party thereto (together with Fleet
National Bank in its capacity as lender thereunder, the "Lenders"). Terms
defined in the Credit Agreement and not otherwise defined herein are used herein
with the meanings so defined.

         In accordance with Section 5.2.2 of the Credit Agreement and in order
to induce the Lenders to continue to extend credit under the Credit Agreement,
each of the Borrowers, [NAME OF NEW GUARANTORS] (the "New Guarantors") and [NAME
OF NEW BORROWER], a ___________ corporation (the "New Borrower"), hereby agree
with you as follows:

                  (a)      Representations and Warranties. Each of the
         Borrowers, the New Borrower [AND THE NEW GUARANTORS] hereby represents
         and warrants that:

                           (i)      Corporate Authority, etc. Each of the New
                  Borrower [AND THE NEW GUARANTORS] has corporate powers
                  adequate for executing and delivering this Agreement and for
                  performing this Agreement and the Credit Agreement and has
                  taken all corporate action necessary to make each of this
                  Agreement and the Credit Agreement the valid, binding and
                  enforceable obligation it purports to be. No approval,
                  authorization or filing with or other action by any
                  governmental authority or any other Person is required to be
                  obtained by the New Borrower [OR ANY NEW GUARANTOR] in
                  connection with its execution and delivery of this Agreement,
                  its performance of this Agreement and the Credit Agreement or
                  in connection with the transactions contemplated hereby or by
                  the Credit Agreement. The execution and delivery of this
                  Agreement by [EACH OF] the New Borrower [AND THE NEW
                  GUARANTORS] and the performance by [EACH OF] the New Borrower
                  [AND THE NEW GUARANTORS] of this Agreement and the Credit
                  Agreement will not constitute a violation of or result in the
                  breach of any contract or instrument to which the New Borrower
                  [OR ANY NEW GUARANTOR] is a party or by which it is bound, the
                  charter or bylaws of the New Borrower [OR ANY NEW


                                      -1-
<PAGE>

                  GUARANTOR] or any law, judgment, decree or governmental order,
                  rule or regulation applicable to the New Borrower [OR ANY NEW
                  GUARANTOR], or result in the creation under any contract or
                  instrument of any security interest, lien, charge or
                  encumbrance upon any assets of the New Borrower and the New
                  Guarantors.

                           (ii)     No Specified Indebtedness. The New Borrower
                  [AND THE NEW GUARANTORS] do not have any Indebtedness
                  outstanding on the date hereof other than Indebtedness
                  permitted by Section 6.6 of the Credit Agreement.

                  (b)      Joinder. The New Borrower hereby agrees to join in,
         be bound by, and perform all of the obligations of a Borrower and a
         Guarantor under the Credit Agreement[, AND EACH NEW GUARANTOR HEREBY
         AGREES TO JOIN IN, BE BOUND BY, AND PERFORM ALL OF THE OBLIGATIONS OF A
         GUARANTOR UNDER THE CREDIT AGREEMENT] including without limitation for
         the purposes of: (a) guaranteeing the Credit Obligations as provided in
         Section 9 of the Credit Agreement; (b) complying with the covenants set
         forth in Section 6 of the Credit Agreement; and (c) making the
         representations and warranties set forth in Section 7 of the Credit
         Agreement.

                  (c)      Further Assurances. Each of the Borrowers, the New
         Borrower [AND THE NEW GUARANTORS] will, upon the request of the Agent
         from time to time, execute, acknowledge and deliver, and file and
         record, all such instruments, and take all such action, as the Agent
         may reasonably deem necessary or advisable to carry out the intent and
         purpose of this Agreement, the Credit Agreement and any other Credit
         Document.

                  (d)      Notices. Any notice or other communication to the New
         Borrower [OR ANY NEW GUARANTOR] in connection with this Agreement shall
         be deemed to be delivered if in writing (including telex, telecopy or
         similar teletransmission) addressed as set forth below and if either
         (i) actually delivered in fully legible form to such address (evidenced
         in the case of a telex by receipt of the correct answerback, in the
         case of a telecopy, by a confirmation receipt or in the case of another
         teletransmission by whatever means of confirmation as shall at the time
         be customary) or (ii) in the case of a letter, five business days shall
         have elapsed after the same shall have been deposited in the Unites
         States mails, first-class postage prepaid and certified.

         To the New Borrower [OR SUCH NEW GUARANTOR, AS THE CASE MAY BE,] in
care of Pediatrix Medical Group, Inc., at its address set forth on page 1
hereof, to the attention of [___________], or at such other address as the
Borrowers [OR SUCH NEW GUARANTOR] shall have specified by notice actually
received by the addressor.

                  (a)      Miscellaneous. Except to the extent specifically
         supplemented hereby, the provisions of the Credit Agreement shall
         remain unmodified. This Agreement, the Credit Agreement and the Credit
         Obligations, each as supplemented hereby, are each confirmed as being
         in full force and effect. This Agreement and the Credit Agreement as
         supplemented hereby are Credit Documents. This Agreement may be
         executed in any number of counterparts, which together shall constitute
         one instrument, shall be governed by and construed in accordance with
         the laws (other than the conflict of laws rules) of [THE COMMONWEALTH
         OF MASSACHUSETTS] and shall bind and inure to the benefit of the


                                      -2-
<PAGE>

         parties hereto and their respective successors and assigns, including
         as such successors and assigns all holders of any Credit Obligations.

         If the forgoing corresponds with your understanding of our agreement,
kindly sign this letter and the accompanying copies thereof in the appropriate
space below and return the same to the Borrowers. This letter shall become a
binding agreement among the undersigned and the Lenders when each of the
Borrowers and you shall have one or more copies hereof executed by each of the
undersigned and you.

                                            Very truly yours,

FLEET NATIONAL BANK                         PEDIATRIX MEDICAL GROUP, INC.

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

[OTHER LENDERS]                             [MATERIAL RELATED ENTITIES]


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


                                      -3-
<PAGE>

                                                                   EXHIBIT 6.9.7

                                   INVESTMENTS

         None.


<PAGE>

                                                                    EXHIBIT 6.14

                             AFFILIATED TRANSACTIONS

         None.


                                      -5-
<PAGE>

                                                                     EXHIBIT 7.1
                                    BORROWERS

                                   THE COMPANY

<TABLE>
<CAPTION>
----------------------------------------- ----------------------- -------------------------- --------------------------------------
              NAME                           JURISDICTION OF         PRINCIPAL EXECUTIVE            CHIEF PLACE OF BUSINESS
                                              INCORPORATION                OFFICE
----------------------------------------- ----------------------- -------------------------- --------------------------------------
<S>                                       <C>                     <C>                        <C>
Pediatrix Medical Group, Inc.                    Florida          1301 Concord Terrace       1301 Concord Terrace
                                                                  Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
</TABLE>


                          THE MATERIAL RELATED ENTITIES
<TABLE>
<CAPTION>
----------------------------------------- ----------------------- -------------------------- --------------------------------------
                  NAME                       JURISDICTION OF         PRINCIPAL EXECUTIVE            CHIEF PLACE OF BUSINESS
                                              INCORPORATION                OFFICE
----------------------------------------- ----------------------- -------------------------- --------------------------------------
<S>                                       <C>                     <C>                        <C>
Alaska Neonatology Associates, Inc.               Alaska          1301 Concord Terrace       3340 Providence Drive, Suite 366
                                                                  Sunrise, FL 33323-2825     Anchorage, AK 99508
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Associates in Neonatology, Inc.                   Kansas          1301 Concord Terrace       534 South Kansas Avenue, Suite 1108
                                                                  Sunrise, FL 33323-2825     Topeka, KS 66603
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Augusta Neonatology Associates, P.C.             Georgia          1301 Concord Terrace       1301 Concord Terrace
                                                                  Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
BNA Acquisition Company, Inc.                    Florida          1301 Concord Terrace       1301 Concord Terrace
                                                                  Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Central Oklahoma Neonatology                     Oklahoma         1301 Concord Terrace       115 S.W. 89th Street
Associates, Inc.                                                  Sunrise, FL 33323-2825     Oklahoma City, OK 73139
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Des Moines Perinatal Center, P.C.                  Iowa           1301 Concord Terrace       3408 Woodland Avenue, Suite 305
                                                                  Sunrise, FL 33323-2825     West Des Moines, IA 50266
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Florida Regional Neonatal Associates,            Florida          1301 Concord Terrace       1301 Concord Terrace
P.A.                                                              Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Foothill Medical Group, Inc.                    California        1301 Concord Terrace       2119 W. Orangewood Avenue
                                                                  Sunrise, FL 33323-2825     Orange, CA 92868
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Fort Worth Neonatal Associates, P.A.              Texas           1301 Concord Terrace       899 Presidential Drive, Suite 110
                                                                  Sunrise, FL 33323-2825     Richardson, TX 75081
----------------------------------------- ----------------------- -------------------------- --------------------------------------
GNPA Acquisition Company, Inc.                South Carolina      1301 Concord Terrace       1301 Gervais Street
                                                                  Sunrise, FL 33323-2825     Columbia, SC 29201
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Magella Healthcare Corporation                   Delaware         1301 Concord Terrace       2595 Dallas Parkway, Suite 400
                                                                  Sunrise, FL 33323-2825     Frisco, TX 75034
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Magella Healthcare Group, L.P.                    Texas           1301 Concord Terrace       2595 Dallas Parkway, Suite 400
                                                                  Sunrise, FL 33323-2825     Frisco, TX 75034
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Magella Medical Associates, P.A.                  Texas           1301 Concord Terrace       2595 Dallas Parkway, Suite 400
                                                                  Sunrise, FL 33323-2825     Frisco, TX 75034
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Magella Medical Associates Midwest, P.C.           Iowa           1301 Concord Terrace       3408 Woodland Avenue, Suite 305
                                                                  Sunrise, FL 33323-2825     West Des Moines, IA 50266
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Magella Medical Associates of Georgia,           Georgia          1301 Concord Terrace       4750 Waters Avenue, Suite 206
P.C.                                                              Sunrise, FL 33323-2825     Savannah, GA 31404
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Magella Medical Group, Inc. (d/b/a              California        1301 Concord Terrace       2230 West Chapman Avenue, Ste 110
Magella Medical Group, a Medical                                  Sunrise, FL 33323-2825     Orange, CA 92868
Corporation)
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Magella Nevada, LLC                               Nevada          1301 Concord Terrace       2595 Dallas Parkway, Suite 400
                                                                  Sunrise, FL 33323-2825     Frisco, TX 75034
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Magella Texas, LLC                               Delaware         1301 Concord Terrace       2595 Dallas Parkway, Suite 400
                                                                  Sunrise, FL 33323-2825     Frisco, TX 75034
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Mountain States Neonatology, Inc.                 Idaho           1301 Concord Terrace       190 East Bannock
----------------------------------------- ----------------------- -------------------------- --------------------------------------
</TABLE>


                                      -6-
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------- ----------------------- -------------------------- --------------------------------------
                  NAME                       JURISDICTION OF         PRINCIPAL EXECUTIVE            CHIEF PLACE OF BUSINESS
                                              INCORPORATION                OFFICE
----------------------------------------- ----------------------- -------------------------- --------------------------------------
<S>                                       <C>                     <C>                        <C>
                                                                  Sunrise, FL 33323-2825     Boise, ID 83712
---------------------------------------- ----------------------- -------------------------- --------------------------------------
MNPC Acquisition Company, Inc.                   Missouri         1301 Concord Terrace       221 Bolivar Street
                                                                  Sunrise, FL 33323-2825     Jefferson City, MO 65101
----------------------------------------- ----------------------- -------------------------- --------------------------------------
NACF Acquisition Company, Inc.                   Florida          1301 Concord Terrace       1301 Concord Terrace
                                                                  Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
M. Douglas Cunningham, M.D., a                  California        1301 Concord Terrace       2119 W. Orangewood Avenue
Professional Corporation                                          Sunrise, FL 33323-2825     Orange, CA 92868
d/b/a Obstetrix Medical Group of
California, a Professional Corporation

----------------------------------------- ----------------------- -------------------------- --------------------------------------
Marcia J. Pernoll, M.D. Prof. Corp.               Nevada          1301 Concord Terrace       3196 S. Maryland Parkway, Suite 209
d/b/a Obstetrix Medical Group of                                  Sunrise, FL 33323-2825     Las Vegas, NV 89109
Nevada, Ltd.
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Neonatal and Pediatric Intensive Care           California        1301 Concord Terrace       2119 W. Orangewood Avenue
Medical Group, Inc.                                               Sunrise, FL 33323-2825     Orange, CA 92868
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Neonatal Specialists, Ltd.                       Arizona          1301 Concord Terrace       1601 North 7th Street, Suite 210
                                                                  Sunrise, FL 33323-2825     Phoenix, AZ 85006
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Neonatology Associates, P.A.                      Texas           1301 Concord Terrace       3001 East President George Bush
                                                                  Sunrise, FL 33323-2825          Turnpike, Suite 250
                                                                                             Richardson, TX 75082
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Neonatology-Cardiology Associates, P.A.          Arkansas         1301 Concord Terrace       120 East Fourth Street
                                                                  Sunrise, FL 33323-2825     Little Rock, Arkansas 72201
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Newborn and Pediatric Specialists, P.C.            Iowa           1301 Concord Terrace       1068 4th, Bl 3, LLA
                                                                  Sunrise, FL 33323-2825     West Des Moines, IA 50266
----------------------------------------- ----------------------- -------------------------- --------------------------------------
NSPA Acquisition Company, Inc.                    Kansas          1301 Concord Terrace       534 South Kansas Avenue
                                                                  Sunrise, FL 33323-2825     Topeka, KS 66603
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Obstetrix Medical Group of Arizona, P.C.         Arizona          1301 Concord Terrace       1601 North 7th Street, Suite 210
                                                                  Sunrise, FL 33323-2825     Phoenix, AZ 85006
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Obstetrix Medical Group of Colorado,             Colorado         1301 Concord Terrace       8301 E. Prentice Avenue, #405
P.C.                                                              Sunrise, FL 33323-2825     Englewood, CO 80111
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Obstetrix Medical Group of Delaware,             Delaware         1301 Concord Terrace       300 Delaware Avenue, Suite 900
Inc.                                                              Sunrise, FL 33323-2825     Wilmington, DE 19801
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Obstetrix Medical Group of Kansas and             Kansas          1301 Concord Terrace       The Perinatal Center
Missouri, P.A.                                                    Sunrise, FL 33323-2825     4401 Wornall Road
                                                                                             Kansas City, MO 64111
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Obstetrix Medical Group of                     Pennsylvania       1301 Concord Terrace       Central Pennsylvania Perinatal Group
Pennsylvania, P.C.                                                Sunrise, FL 33323-2825     205 S. Front Street, Suite 7
                                                                                             Harrisburg, PA 17104-1695
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Obstetrix Medical Group of Phoenix, P.C.         Arizona          1301 Concord Terrace       1601 North 7th Street, Suite 210
                                                                  Sunrise, FL 33323-2825     Phoenix, AZ 85006
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Obstetrix Medical Group of Texas, P.A.            Texas           1301 Concord Terrace       3001 East President George Bush
                                                                  Sunrise, FL 33323-2825          Turnpike, Suite 250
                                                                                             Richardson, TX 75082
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Obstetrix Medical Group of Washington,          Washington        1301 Concord Terrace       1229 Madison Avenue, Suite 750
Inc., P.S.                                                        Sunrise, FL 33323-2825     Seattle, WA 98104-3405
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Obstetrix Medical Group, Inc.                    Florida          1301 Concord Terrace       1301 Concord Terrace
                                                                  Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Ozark Neonatal Associates, Inc.                  Missouri         1301 Concord Terrace       1235 E. Cherokee
                                                                  Sunrise, FL 33323-2825     Springfield, MO 65804
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Palm Beach Neo Acquisitions, Inc.                Florida          1301 Concord Terrace       1301 Concord Terrace
                                                                  Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
PASCV Acquisition Company, Inc.                 California        1301 Concord Terrace       2119 W. Orangewood Avenue
                                                                  Sunrise, FL 33323-2825     Orange, CA 92868
----------------------------------------- ----------------------- -------------------------- --------------------------------------
</TABLE>


                                      -7-
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------- ----------------------- -------------------------- --------------------------------------
                  NAME                       JURISDICTION OF         PRINCIPAL EXECUTIVE            CHIEF PLACE OF BUSINESS
                                              INCORPORATION                OFFICE
----------------------------------------- ----------------------- -------------------------- --------------------------------------
<S>                                       <C>                     <C>                        <C>
Pediatrix Medical Group Neonatology and          New York         1301 Concord Terrace       c/o Arnot Ogden Medical Center - NICU
Pediatric Intensive Care Specialists of                           Sunrise, FL 33323-2825     600 Roe Avenue
New York, P.C.                                                                               Elmira, NY 14905
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Arkansas,             Arkansas         1301 Concord Terrace       18 Corporate Hill, Suite 203
P.A.                                                              Sunrise, FL 33323-2825     Little Rock, AR 72205
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of California,          California        1301 Concord Terrace       2119 W. Orangewood Avenue
a Professional Corporation                                        Sunrise, FL 33323-2825     Orange, CA 92868
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Colorado,             Colorado         1301 Concord Terrace       8301 E. Prentice Avenue, #405
P.C.                                                              Sunrise, FL 33323-2825     Englewood, CO 80111
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Delaware,             Delaware         1301 Concord Terrace       300 Delaware Avenue, Suite 900
Inc.                                                              Sunrise, FL 33323-2825     Wilmington, DE 19801
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Florida, Inc.         Florida          1301 Concord Terrace       1301 Concord Terrace
                                                                  Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Georgia, P.C.         Georgia          1301 Concord Terrace       University Hospital - NICU
                                                                  Sunrise, FL 33323-2825     1350 Walton Way, 3rd Floor
                                                                                             Augusta, GA 30901
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Indiana, P.C.         Indiana          1301 Concord Terrace       621 Memorial Drive, Suite 519
                                                                  Sunrise, FL 33323-2825     South Bend, IN 46601
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Kansas, P.A.           Kansas          1301 Concord Terrace       c/o Via Christi Regional Medical
                                                                  Sunrise, FL 33323-2825          Center - NICU
                                                                                             929 North St. Francis
                                                                                             Wichita, KS 67214-3882
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Missouri,             Missouri         1301 Concord Terrace       c/o St. Luke's Hospital
P.C.                                                              Sunrise, FL 33323-2825     4401 Wornall Road, Room 2718
                                                                                             Kansas City, MO 64111
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of New Mexico,          New Mexico        1301 Concord Terrace       c/o Presbyterian Healthcare Services
P.C.                                                              Sunrise, FL 33323-2825          - NICU
                                                                                             110 Central Avenue, S.E.
                                                                                             Albuquerque, NM 87106
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Ohio, Corp.             Ohio           1301 Concord Terrace       c/o Miami Valley Hospital - NICU
                                                                  Sunrise, FL 33323-2825     1 Wyoming Street
                                                                                             Dayton, OH 45409
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Oklahoma,             Oklahoma         1301 Concord Terrace       c/o Presbyterian Hospital
P.C.                                                              Sunrise, FL 33323-2825     700 N.E. 13th Street
                                                                                             Box 34
                                                                                             Oklahoma City, OK 73104-5070
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of                     Pennsylvania       1301 Concord Terrace       c/o Pinnacle Health - Harrisburg
Pennsylvania, P.C.                                                Sunrise, FL 33323-2825          Hospital - NICU
                                                                                             111 South Front Street
                                                                                             Harrisburg, PA 17101
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Puerto Rico,        Puerto Rico        1301 Concord Terrace       c/o Hospital Auxilio Mutuo - 3rd
P.S.C.                                                            Sunrise, FL 33323-2825          Floor
                                                                                             Ponce de Leon Avenue, Pda. 37 1/2
                                                                                             Hato Rey, PR 00917
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of South              South Carolina      1301 Concord Terrace       1333 Taylor Street, Suite 6A
Carolina, P.A.                                                    Sunrise, FL 33323-2825     Columbia, SC 29201
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Tennessee,           Tennessee         1301 Concord Terrace       c/o Erlanger Medical T.C. Thompson
P.C.                                                              Sunrise, FL 33323-2825          Children's Hospital - NICU
                                                                                             910 Blackford Street
                                                                                             Chattanooga, TN 37403
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Texas, P.A.            Texas           1301 Concord Terrace       3001 East President George Bush
                                                                  Sunrise, FL 33323-2825          Turnpike, Suite 250
                                                                                             Richardson, TX 75082
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group of Washington,          Washington        1301 Concord Terrace       315 Martin Luther King Jr. Way
Inc., P.C.                                                        Sunrise, FL 33323-2825     Mailstop A2-NTL
----------------------------------------- ----------------------- -------------------------- --------------------------------------
</TABLE>


                                      -8-
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------- ----------------------- -------------------------- --------------------------------------
                  NAME                       JURISDICTION OF         PRINCIPAL EXECUTIVE            CHIEF PLACE OF BUSINESS
                                              INCORPORATION                OFFICE
----------------------------------------- ----------------------- -------------------------- --------------------------------------
<S>                                       <C>                     <C>                        <C>
                                                                                             Tacoma, WA 98405
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group, Inc.                    Florida          1301 Concord Terrace       1301 Concord Terrace
                                                                  Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group, Inc.                      Utah           1301 Concord Terrace       c/o Columbia Ogden Regional Medical
                                                                  Sunrise, FL 33323-2825          Center - NICU
                                                                                             5475 South 500 East
                                                                                             Ogden, UT 84405
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group, P.A.                   New Jersey        1301 Concord Terrace       c/o Capital Health System at Mercer
                                                                  Sunrise, FL 33323-2825          - NICU
                                                                                             446 Bellevue Avenue
                                                                                             Trenton, NJ 08618
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group, P.C.                 West Virginia       1301 Concord Terrace       830 Pennsylvania Avenue, Suite 406
                                                                  Sunrise, FL 33323-2825     Charleston, WV 25302
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group, P.C.                    Virginia         1301 Concord Terrace       2810 Parham Road, #110
                                                                  Sunrise, FL 33323-2825     Richmond, VA 23294
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix Medical Group, S.P.                  Puerto Rico        1301 Concord Terrace       c/o Hospital Auxilio Mutuo - 3rd
                                                                  Sunrise, FL 33323-2825          Floor
                                                                                             Ponce de Leon Avenue, Pda. 37 1/2
                                                                                             Hato Rey, PR 00917
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pediatrix of Maryland, P.A.                      Maryland         1301 Concord Terrace       c/o Prince George's Hospital Center
                                                                  Sunrise, FL 33323-2825          - NICU
                                                                                             3001 Hospital Drive
                                                                                             Cheverly, MD 20785
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Perinatal Pediatrics, P.A.                        Kansas          1301 Concord Terrace       534 South Kansas Avenue
                                                                  Sunrise, FL 33323-2825     Topeka, KS 66603
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Pernoll Medical Group of Nevada, Ltd.             Nevada          1301 Concord Terrace       c/o Valley Hospital Medical Center -
d/b/a Pediatrix Medical Group of Nevada                           Sunrise, FL 33323-2825          NICU
                                                                                             620 Shadow Lane
                                                                                             Las Vegas, NV 89106
----------------------------------------- ----------------------- -------------------------- --------------------------------------
PMG Acquisition Corp.                            Florida          1301 Concord Terrace       1301 Concord Terrace
                                                                  Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
PNA Acquisition Co., Inc.                       Washington        1301 Concord Terrace       520 Pike Street, Suite 2610
                                                                  Sunrise, FL 33323-2825     Seattle, WA 98101
----------------------------------------- ----------------------- -------------------------- --------------------------------------
RPNA Acquisition Company, Inc.                  Tennessee         1301 Concord Terrace       500 Tallan Building, Two Union Sq.
                                                                  Sunrise, FL 33323-2825     Chattanooga, TN 37402
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Savannah Neonatology, Inc.                       Georgia          1301 Concord Terrace       4750 Waters Avenue, Suite 206
                                                                  Sunrise, FL 33323-2825     Savannah, GA 31404
----------------------------------------- ----------------------- -------------------------- --------------------------------------
SCPMC Acquisition Co.                            Colorado         1301 Concord Terrace       1560 Broadway
                                                                  Sunrise, FL 33323-2825     Denver, CO 80202
----------------------------------------- ----------------------- -------------------------- --------------------------------------
SNCA Acquisition Company, Inc.                   Florida          1301 Concord Terrace       1301 Concord Terrace
                                                                  Sunrise, FL 33323-2825     Sunrise, FL 33323-2825
----------------------------------------- ----------------------- -------------------------- --------------------------------------
St. Joseph Neonatology Consultants, P.A.          Texas           1301 Concord Terrace       3001 East President George Bush
                                                                  Sunrise, FL 33323-2825          Turnpike, Suite 250
                                                                                             Richardson, TX 75082
----------------------------------------- ----------------------- -------------------------- --------------------------------------
Texas Maternal Fetal Medicine, P.A.               Texas           1301 Concord Terrace       3001 East President George Bush
                                                                  Sunrise, FL 33323-2825          Turnpike, Suite 250
                                                                                             Richardson, TX 75082
----------------------------------------- ----------------------- -------------------------- --------------------------------------
</TABLE>


                                      -9-
<PAGE>

                                                                   EXHIBIT 7.2.2

                               MATERIAL AGREEMENTS

         A listing of all Material Agreements is included in the Company's 1934
Act filings. Upon request copies will be provided.


<PAGE>
                                                                     EXHIBIT 7.3

                              CHANGES IN CONDITION

         None.


<PAGE>

                                                                     EXHIBIT 7.4

                                      LIENS

         None.


<PAGE>

                                                                     EXHIBIT 7.6

                                   LITIGATION

         The Company and three of its officers are party to shareholder
         litigation which are more fully described in the Company's 1933 act
         filings.


         The Company has received requests from investigators in Colorado for
         information regarding its billing practices.


<PAGE>

                                                                    EXHIBIT 7.11

                                 TAX ASSESSMENT

         None.


<PAGE>

                                                                    EXHIBIT 7.13

                                  ENVIRONMENTAL

         None.


<PAGE>

                                                                    EXHIBIT 7.14

                    MULTI-EMPLOYER AND DEFINED BENEFIT PLANS

         None.


<PAGE>

                                                                  EXHIBIT 12.1.1
                            ASSIGNMENT AND ACCEPTANCE

         This Agreement, dated as of ____________, 200__, is between
_______________, a Lender under the Credit Agreement referred to below (the
"Assignor"), and _______________ (the "Assignee").

         For valuable consideration, the receipt of which is hereby
acknowledged, the Assignor agrees with the Assignee as follows:

         1.       Reference to Credit Agreement and Definitions. Reference is
made to the Credit Agreement dated as of June 27, 1996, as amended and restated
as of November 1, 2000, as further amended and restated as of August 14, 2001
and as amended and restated from time to time (as currently in effect, the
"Credit Agreement"), among Pediatrix Medical Group, Inc., a Florida corporation,
the Material Related Entities of Pediatrix Medical Group, Inc., and the Lenders
from time to time party thereto, including Fleet National Bank, formerly known
as the First National Bank of Boston, both in its capacity as a Lender and as
Agent. Terms defined in the Credit Agreement and not otherwise defined herein
are used herein with the meanings so defined.

         2.       Assignment and Assumption. The Assignor hereby sells and
assigns to the Assignee, and the Assignee hereby purchases and assumes from the
Assignor, a __% interest in and to all the Assignor's rights and obligations
under the Credit Agreement and the other Credit Documents as of the Assignment
Date (as defined below), including without limitation such percentage interest
in the Commitment of the Assignor on the Assignment Date and such percentage
interest in the Loan outstanding on the Assignment Date, together with such
percentage interest in all unpaid interest with respect to the Loan and
commitment fees relating thereto accrued to the Assignment Date.

         3.       Representations, Warranties, etc.

         3.1.     Assignor's Representations and Warranties.  The Assignor:

                  (a)      represents that as of the date hereof, its Commitment
         is $___________ and the outstanding principal balance of its portion of
         the Loan is $_________;

                  (b)      makes no representation or warranty and assumes no
         responsibility with respect to any statements, warranties or
         representations made in or in connection with the Credit Agreement or
         the other Credit Documents or the execution, legality, validity,
         enforceability, genuineness, sufficiency or value of the Credit
         Agreement or the other Credit Documents or any other instrument or
         document furnished pursuant thereto, other than that it is the legal
         and beneficial owner of the interest being assigned by it hereunder and
         that such interest is free and clear of any adverse claim; and


                                      -1-
<PAGE>

                  (c)      makes no representation or warranty and assumes no
         responsibility with respect to the financial condition of the Borrower
         and its Subsidiaries or the performance by the Borrower and its
         Subsidiaries of its obligations under the Credit Agreement, any of the
         Credit Documents or any other instrument or document furnished pursuant
         hereto or thereto.

         3.2.     Assignee's Representations, Warranties and Agreements. The
Assignee:

                  (a)      represents and warrants that it is legally authorized
         to enter into this Agreement;

                  (b)      confirms that it has received a copy of the Credit
         Agreement and certain other Credit Documents it has requested, together
         with copies of the most recent financial statements delivered pursuant
         to Section 6.4 of the Credit Agreement and such other documents and
         information as it has deemed appropriate to make its own credit
         analysis and decision to enter into this Agreement;

                  (c)      agrees that it will, independently and without
         reliance upon the Assignor or any other Person which has become a
         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 Agreement and the other
         Credit Documents; and

                  (d)      agrees that it will be bound by the provisions of the
         Credit Agreement and will perform in accordance with their terms all
         the obligations which by the terms of the Credit Agreement and the
         other Credit Documents are required to be performed by it as a Lender.

         3.3.     Qualified Institutional Buyer. The Assignee represents and
warrants that it is a "qualified institutional buyer" for purposes of Rule 144A
under the Securities Act.

         3.4.     US Withholding Tax. The Assignee represents and warrants that
it is incorporated or organized under the laws of the United States of America
or a state thereof.

         4.       Assignment Date. The effective date of this Agreement shall be
____________, ____ (the "Assignment Date").

         5.       Assignee Party to Credit Agreement; Assignor Release of
Obligations. From and after the Assignment Date, (a) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Agreement,
have the rights and obligations of a Lender thereunder and under the Credit
Documents, and (b) the Assignor shall, to the extent provided in this Agreement,
relinquish its rights and be released from its obligations under the Credit
Agreement and the other Credit Documents.


                                      -2-
<PAGE>

         6.       Notices. All notices and other communications required to be
given or made to the Assignee under this Agreement, the Credit Agreement or any
other Credit Documents shall be given or made at the address of the Assignee set
forth on the signature page hereof or at such other address as the Assignee
shall have specified to the Assignor, the Agent and the Borrower in writing.

         7.       Further Assurances. The parties hereto agree to execute and
deliver such other instruments and documents and to take such other actions as
any party hereto may reasonably request in connection with the transactions
contemplated by this Agreement.

         8.       General. This Agreement, the Credit Agreement and the other
Credit Documents constitute the entire agreement of the parties hereto with
respect to the subject matter hereof and supersede all current and prior
agreements and understandings, whether written or oral. The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. The invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of any other
term or provision hereof. This Agreement may be executed in any number of
counterparts, which together shall constitute one instrument, and shall bind and
inure to the benefit of the parties hereto and their respective successors and
assigns, including as such successors and assigns all holders of any Credit
Obligation. This Agreement shall be governed by and construed in accordance with
the laws (other than the conflict of laws rules) of The Commonwealth of
Massachusetts.

         Each of the Assignor and the Assignee has caused this Agreement to be
executed and delivered by its duly authorized officer under seal as of the date
first written above.

                                                  [ASSIGNOR]

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

                                                  [ASSIGNEE]

                                                  By
                                                    ---------------------------
                                                    Title:
                                                    [Street Address
                                                    City, State Zip Code]
                                                    Telecopy:
                                                    Telex:
The foregoing is hereby approved:
PEDIATRIX MEDICAL GROUP, INC. and its
MATERIAL RELATED ENTITIES
For Each of the Foregoing
By
  ------------------------------------
  Title:


                                      -3-
<PAGE>

FLEET NATIONAL BANK,
  as Agent under the Credit Agreement

By____________________________________
  Title:


                                      -4-

</TEXT>
</DOCUMENT>
