
<PAGE>   1
                                                                    EXHIBIT 10.9

                                                                  Execution Copy


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


                                AMERIPATH, INC.


                                CREDIT AGREEMENT


                      Originally Dated as of May 29, 1996
                    Amended and Restated as of June 27, 1997


                               BANKBOSTON, N.A.,
                 f/k/a The First National Bank of Boston, Agent


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


<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>      <C>                                                                                                           <C>
1.       Restatement; Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         ------------------------                                                                                        
         1.1.    Restatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                 -----------                                                                                             
         1.2.    Definitions; Certain Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
                 ------------------------------------------                                                              
2.       The Credits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
         -----------                                                                                                     
         2.1.    Revolving Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
                 ----------------                                                                                        
                 2.1.1.   Revolving Loan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
                          --------------                                                                                 
                 2.1.2.   Maximum Amount of Revolving Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
                          ----------------------------------                                                             
                 2.1.3.   Borrowing Requests  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
                          ------------------                                                                             
                 2.1.4.   Loan Account; Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
                          -------------------                                                                            
         2.2.    Term Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
                 -----------                                                                                             
         2.3.    Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
                 -----------------                                                                                       
                 2.3.1.   Issuance of Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
                          -----------------------------                                                                  
                 2.3.2.   Requests for Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
                          ------------------------------                                                                 
                 2.3.3.   Form and Expiration of Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . . . .  26
                          ----------------------------------------                                                       
                 2.3.4.   Lenders' Participation in Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . .  27
                          -------------------------------------------                                                    
                 2.3.5.   Presentation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                          ------------                                                                                   
                 2.3.6.   Payment of Drafts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                          -----------------                                                                              
                 2.3.7.   Uniform Customs and Practice  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
                          ----------------------------                                                                   
                 2.3.8.   Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                          -----------                                                                                    
                 2.3.9.   Modification, Consent, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                          --------------------------                                                                     
         2.4.    Application of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                 -----------------------                                                                                 
                 2.4.1.   Revolving Loan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                          --------------                                                                                 
                 2.4.2.   Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                          ---------                                                                                      
                 2.4.3.   Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                          -----------------                                                                              
                 2.4.4.   Specifically Prohibited Applications  . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                          ------------------------------------                                                           
         2.5.    Nature of Obligations of Lenders to Make Extensions of Credit  . . . . . . . . . . . . . . . . . . .  30
                 -------------------------------------------------------------                                           
3.       Interest; Eurodollar Pricing Options; Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         ------------------------------------------                                                                      
         3.1.    Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
                 --------                                                                                                
         3.2.    Eurodollar Pricing Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
                 --------------------------                                                                              
                 3.2.1.   Election of Eurodollar Pricing Options  . . . . . . . . . . . . . . . . . . . . . . . . . .  31
                          --------------------------------------                                                         
                 3.2.2.   Notice to Lenders and the Borrower  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
                          ----------------------------------                                                             
                 3.2.3.   Selection of Eurodollar Interest Periods  . . . . . . . . . . . . . . . . . . . . . . . . .  31
                          ----------------------------------------                                                       
                 3.2.4.   Additional Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                          -------------------                                                                            
                 3.2.5.   Violation of Legal Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                          -------------------------------                                                                
                 3.2.6.   Funding Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
                          -----------------                                                                              
         3.3.    Commitment Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
                 ---------------                                                                                         
         3.4.    Letter of Credit Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
                 ---------------------                                                                                   
         3.5.    Reserve Requirements, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
                 -------------------------                                                                               
</TABLE>




<PAGE>   3

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>      <C>                                                                                                           <C>
         3.6.    Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
                 -----                                                                                          
         3.7.    Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
                 ----------------                                                                                        
         3.8.    Regulatory Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
                 ------------------                                                                                      
         3.9.    Computations of Interest and Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
                 ---------------------------------                                                                       
4.       Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         -------                                                                                                         
         4.1.    Payment at Maturity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
                 -------------------                                                                                     
         4.2.    Fixed Prepayments of Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                 ------------------------------                                                                          
         4.3.    Contingent Required Prepayments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                 -------------------------------                                                                         
                 4.3.1.   Excess Credit Exposure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                          ----------------------                                                                         
                 4.3.2.   Letter of Credit Exposure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                          -------------------------                                                                      
                 4.3.3.   Net Equity Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                          -------------------                                                                            
         4.4.    Voluntary Prepayments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                 ---------------------                                                                                   
         4.5.    Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                 -----------------                                                                                       
         4.6.    Reborrowing; Application of Payments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                 ------------------------------------------                                                              
                 4.6.1.   Reborrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                          -----------                                                                                    
                 4.6.2.   Order of Application  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                          --------------------                                                                           
                 4.6.3.   Payment with Accrued Interest, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
                          -----------------------------------                                                            
                 4.6.4.   Payments for Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
                          --------------------                                                                           
5.       Conditions to Extending Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         ------------------------------                                                                                  
         5.1.    Conditions on Initial Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
                 ----------------------------------                                                                      
                 5.1.1.  Notes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
                         -----                                                                                           
                 5.1.2.   Perfection of Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
                          ----------------------                                                                         
                 5.1.3.   Legal Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
                          --------------                                                                                 
                 5.1.4.   Payment of Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
                          --------------                                                                                 
         5.2.    Conditions to Making Each Permitted Acquisition Advance  . . . . . . . . . . . . . . . . . . . . . .  40
                 -------------------------------------------------------                                                 
                 5.2.1.   Permitted Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
                          ---------------------                                                                          
                 5.2.2.   Notes and Credit Documents; Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
                          ----------------------------------                                                             
                 5.2.3.   Legal Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
                          --------------                                                                                 
         5.3.    Conditions to Each Extension of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
                 --------------------------------------                                                                  
                 5.3.1.   Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
                          ---------------------                                                                          
                 5.3.2.   Legality, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
                          -------------                                                                                  
                 5.3.3.   Proper Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
                          ------------------                                                                             
                 5.3.4.   General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
                          -------                                                                                        
6.       General Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
         -----------------                                                                                               
         6.1.    Taxes and Other Charges; Accounts Payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
                 -----------------------------------------                                                               
                 6.1.1.   Taxes and Other Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
                          -----------------------                                                                        
                 6.1.2.   Accounts Payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
                          ----------------                                                                               
         6.2.    Conduct of Business, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
                 -------------------------                                                                               
                 6.2.1.   Types of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
                          -----------------                                                                              
                 6.2.2.   Maintenance of Properties.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
                          -------------------------                                                                      
</TABLE>



                                     -ii-
<PAGE>   4

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
         <S>     <C>                                                                                                   <C>
                 6.2.3.   Statutory Compliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                          --------------------                                                                  
                 6.2.4.   No Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                          ---------------                                                                                
                 6.2.5.   Compliance with Material Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                          -----------------------------------                                                            
         6.3.    Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                 ---------                                                                                               
                 6.3.1.   Business Interruption Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                          -------------------------------                                                                
                 6.3.2.   Property Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                          ------------------                                                                             
                 6.3.3.   Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
                          -------------------                                                                            
                 6.3.4.   Key Executive Life  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
                          -------------------                                                                            
                 6.3.5.   Flood Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
                          ---------------                                                                                
         6.4.    Financial Statements and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
                 --------------------------------                                                                        
                 6.4.1.   Annual Reports  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
                          --------------                                                                                 
                 6.4.2.   Quarterly Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
                          -----------------                                                                              
                 6.4.3.   Monthly Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
                          ---------------                                                                                
                 6.4.4.   Other Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
                          -------------                                                                                  
                 6.4.5.   Notice of Litigation, Defaults, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
                          -----------------------------------                                                            
                 6.4.6.   ERISA Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
                          -------------                                                                                  
                 6.4.7.   Other Information; Audit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
                          ------------------------                                                                       
         6.5.    Certain Financial Tests  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                 -----------------------                                                                                 
                 6.5.1.   Minimum Net Income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                          ------------------                                                                             
                 6.5.2.   Consolidated Senior Debt Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                          ---------------------------------                                                              
                 6.5.3.   Consolidated Total Debt Coverage  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                          --------------------------------                                                               
                 6.5.4.   Consolidated Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
                          -----------------------------                                                                  
         6.6.    Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
                 ------------                                                                                            
         6.7.    Guarantees; Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
                 -----------------------------                                                                           
         6.8.    Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
                 -----                                                                                                   
         6.9.    Investments and Permitted Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
                 --------------------------------------                                                                  
         6.10.   Distributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
                 -------------                                                                                           
         6.11.   Asset Dispositions and Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
                 ------------------------------                                                                          
         6.12.   Lease Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
                 -----------------                                                                                       
         6.13.   Issuance of Stock by Subsidiaries; Subsidiary Distributions  . . . . . . . . . . . . . . . . . . . .  56
                 -----------------------------------------------------------                                             
                 6.13.1.   Issuance of Stock by Subsidiaries of the Company . . . . . . . . . . . . . . . . . . . . .  56
                           ------------------------------------------------                                              
                 6.13.2.   No Restrictions on Subsidiary Distributions  . . . . . . . . . . . . . . . . . . . . . . .  57
                           -------------------------------------------                                                   
         6.14.   Voluntary Prepayments of Other Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
                 -------------------------------------------                                                             
         6.15.   Derivative Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
                 --------------------                                                                                    
         6.16.   Negative Pledge Clauses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
                 -----------------------                                                                                 
         6.17.   ERISA, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
                 ----------                                                                                              
         6.18.   Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
                 ----------------------------                                                                            
         6.19.   Interest Rate Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
                 ------------------------                                                                                
         6.20.   Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
                 ------------------                                                                                      
                 6.20.1.   Compliance with Law and Permits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
                           -------------------------------                                                               
</TABLE>



                                    -iii-
<PAGE>   5

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>      <C>                                                                                                           <C>
                 6.20.2.   Notice of Claims, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
                           ----------------------                                                               
         6.21.   Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
                 --------------------                                                                                    
7.       Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
         ------------------------------                                                                                  
         7.1.    Organization and Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
                 -------------------------                                                                               
                 7.1.1.   The Borrower  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
                          ------------                                                                                   
                 7.1.2.   Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
                          ------------                                                                                   
                 7.1.3.   Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
                          -------------                                                                                  
                 7.1.4.   Capitalization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
                          --------------                                                                                 
         7.2.    Financial Statements and Other Information; Material Agreements  . . . . . . . . . . . . . . . . . .  60
                 ---------------------------------------------------------------                                         
                 7.2.1.   Financial Statements and Other Information  . . . . . . . . . . . . . . . . . . . . . . . .  60
                          ------------------------------------------                                                     
                 7.2.2.   Material Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
                          -------------------                                                                            
         7.3.    Agreements Relating to Financing Debt, Investments, etc. . . . . . . . . . . . . . . . . . . . . . .  61
                 -------------------------------------------------------                                                 
         7.4.    Changes in Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
                 --------------------                                                                                    
         7.5.    Title to Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  61
                 ---------------                                                                                         
         7.6.    Operations in Conformity With Law, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
                 ---------------------------------------                                                                 
         7.7.    Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
                 ----------                                                                                              
         7.8.    Authorization and Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
                 --------------------------------                                                                        
         7.9.    No Legal Obstacle to Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
                 -------------------------------                                                                         
         7.10.   Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
                 --------                                                                                                
         7.11.   Licenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
                 -------------                                                                                           
         7.12.   Tax Returns  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
                 -----------                                                                                             
         7.13.   Certain Business Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
                 --------------------------------                                                                        
                 7.13.1.   Labor Relations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
                           ---------------                                                                               
                 7.13.2.   Antitrust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
                           ---------                                                                                     
                 7.13.3.   Consumer Protection  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
                           -------------------                                                                           
                 7.13.4.   Burdensome Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
                           ----------------------                                                                        
                 7.13.5.   Future Expenditures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
                           -------------------                                                                           
         7.14.   Environmental Regulations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
                 -------------------------                                                                               
                 7.14.1.   Environmental Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
                           ------------------------                                                                      
                 7.14.2.   Environmental Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
                           ------------------------                                                                      
                 7.14.3.   Environmental Condition of Properties  . . . . . . . . . . . . . . . . . . . . . . . . . .  65
                           -------------------------------------                                                         
         7.15.   Pension Plans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
                 -------------                                                                                           
         7.16.   Acquisition Agreement, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
                 --------------------------                                                                              
         7.17.   Foreign Trade Regulations; Government Regulation; Margin Stock . . . . . . . . . . . . . . . . . . .  66
                 --------------------------------------------------------------                                          
                 7.17.1.   Foreign Trade Regulations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
                           -------------------------                                                                     
                 7.17.2.   Government Regulation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
                           ---------------------                                                                         
                 7.17.3.   Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
                           ------------                                                                                  
         7.18.   Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
                 ----------                                                                                              
8.       Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
         --------                                                                                                        
         8.1.    Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
                 -----------------                                                                                       
</TABLE>



                                     -iv-
<PAGE>   6

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>      <C>                                                                                                           <C>
                 8.1.1.   Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
                          -------                                                                               
                 8.1.2.   Specified Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
                          -------------------                                                                            
                 8.1.3.   Other Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
                          ---------------                                                                                
                 8.1.4.   Representations and Warranties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
                          ------------------------------                                                                 
                 8.1.5.   Cross Default, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
                          ------------------                                                                             
                 8.1.6.   Ownership; Liquidation; etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
                          ---------------------------                                                                    
                 8.1.7.   Enforceability, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
                          -------------------                                                                            
                 8.1.8.   Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
                          ---------                                                                                      
                 8.1.9.   ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
                          -----                                                                                          
                 8.1.10.   Bankruptcy, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
                           ----------------                                                                              
         8.2.    Certain Actions Following an Event of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
                 ---------------------------------------------                                                           
                 8.2.1.   Terminate Obligation to Extend Credit . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
                          -------------------------------------                                                          
                 8.2.2.   Specific Performance; Exercise of Rights  . . . . . . . . . . . . . . . . . . . . . . . . .  70
                          ----------------------------------------                                                       
                 8.2.3.   Acceleration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
                          ------------                                                                                   
                 8.2.4.   Enforcement of Payment; Credit Security; Setoff . . . . . . . . . . . . . . . . . . . . . .  71
                          -----------------------------------------------                                                
                 8.2.5.   Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
                          -------------------                                                                            
         8.3.    Annulment of Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
                 ---------------------                                                                                   
         8.4.    Waivers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
                 -------                                                                                                 
9.       Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
         ----------                                                                                                      
         9.1.    Guarantees of Credit Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
                 --------------------------------                                                                        
         9.2.    Continuing Obligation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
                 ---------------------                                                                                   
         9.3.    Waivers with Respect to Credit Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
                 ------------------------------------------                                                              
         9.4.    Lenders' Power to Waive, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
                 ----------------------------                                                                            
         9.5.    Information Regarding the Borrower, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
                 ---------------------------------------                                                                 
         9.6.    Certain Guarantor Representations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
                 ---------------------------------                                                                       
         9.7.    Subrogation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
                 -----------                                                                                             
         9.8.    Subordination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
                 -------------                                                                                           
         9.9.    Future Subsidiaries; Further Assurances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
                 ---------------------------------------                                                                 
10.      Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
         --------                                                                                                        
         10.1.   Credit Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
                 ---------------                                                                                         
                 10.1.1.   Tangible Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
                           --------------------------                                                                    
                 10.1.2.   Rights to Payment of Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
                           --------------------------                                                                    
                 10.1.3.   Intangibles  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
                           -----------                                                                                   
                 10.1.4.   Pledged Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
                           -------------                                                                                 
                 10.1.5.   Pledged Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
                           --------------                                                                                
                 10.1.6.   Pledged Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
                           --------------------                                                                          
                 10.1.7.   Chattel Paper, Instruments and Documents . . . . . . . . . . . . . . . . . . . . . . . . .  79
                           ----------------------------------------                                                      
                 10.1.8.   Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
                           ------                                                                                        
                 10.1.9.   Deposit Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
                           ----------------                                                                              
                 10.1.10.   Collateral  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
                            ----------                                                                                   
</TABLE>



                                     -v-
<PAGE>   7

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>      <C>                                                                                                           <C>
                 10.1.11.   Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
                            -----------------                                                                   
                 10.1.12.   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
                            ---------                                                                                    
                 10.1.13.   All Other Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
                            ------------------                                                                           
                 10.1.14.   Proceeds and Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
                            ---------------------                                                                        
                 10.1.15.   Excluded Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
                            -----------------                                                                            
         10.2.   Additional Credit Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
                 --------------------------                                                                              
                 10.2.1.   Real Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
                           -------------                                                                                 
                 10.2.2.   Motor Vehicles and Aircraft  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
                           ---------------------------                                                                   
         10.3.   Representations, Warranties and Covenants with Respect to Credit Security  . . . . . . . . . . . . .  81
                 -------------------------------------------------------------------------                               
                 10.3.1.   Pledged Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
                           -------------                                                                                 
                 10.3.2.   Accounts and Pledged Indebtedness  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
                           ---------------------------------                                                             
                 10.3.3.   No Liens or Restrictions on Transfer or Change of Control  . . . . . . . . . . . . . . . .  81
                           ---------------------------------------------------------                                     
                 10.3.4.   Location of Credit Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
                           ---------------------------                                                                   
                 10.3.5.   Trade Names  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
                           -----------                                                                                   
                 10.3.6.   Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
                           ---------                                                                                     
                 10.3.7.   Modifications to Credit Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
                           --------------------------------                                                              
                 10.3.8.   Delivery of Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
                           ---------------------                                                                         
                 10.3.9.   Perfection of Credit Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
                           -----------------------------                                                                 
         10.4.   Administration of Credit Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
                 ---------------------------------                                                                       
                 10.4.1.   Use of Credit Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
                           ----------------------                                                                        
                 10.4.2.   Deposits; Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
                           ------------------                                                                            
                 10.4.3.   Pledged Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
                           ------------------                                                                            
         10.5.   Right to Realize upon Credit Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
                 -------------------------------------                                                                   
                 10.5.1.   Assembly of Credit Security; Receiver  . . . . . . . . . . . . . . . . . . . . . . . . . .  85
                           -------------------------------------                                                         
                 10.5.2.   General Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
                           -----------------                                                                             
                 10.5.3.   Marshaling, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
                           ----------------                                                                              
                 10.5.4.   Sales of Credit Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
                           ------------------------                                                                      
                 10.5.5.   Sale without Registration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
                           -------------------------                                                                     
                 10.5.6.   Application of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
                           -----------------------                                                                       
         10.6.   Custody of Credit Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
                 --------------------------                                                                              
11.      Expenses; Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
         -------------------                                                                                             
         11.1.   Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
                 --------                                                                                                
         11.2.   General Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
                 -----------------                                                                                       
         11.3.   Indemnity With Respect to Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
                 -------------------------------------------                                                             
12.      Operations; Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
         -----------------                                                                                               
         12.1.   Interests in Credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
                 --------------------                                                                                    
         12.2.   Agent's Authority to Act, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
                 ------------------------------                                                                          
         12.3.   Borrower to Pay Agent, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
                 ---------------------------                                                                             
         12.4.   Lender Operations for Advances, Letters of Credit, etc.  . . . . . . . . . . . . . . . . . . . . . .  90
                 -------------------------------------------------------                                                 
</TABLE>



                                     -vi-
<PAGE>   8

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>      <C>                                                                                                          <C>
                 12.4.1.   Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
                           --------                                                                             
                 12.4.2.   Letters of Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
                           -----------------                                                                             
                 12.4.3.   Agent to Allocate Payments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
                           --------------------------------                                                              
                 12.4.4.   Delinquent Lenders; Nonperforming Lenders  . . . . . . . . . . . . . . . . . . . . . . . .  92
                           -----------------------------------------                                                     
         12.5.   Sharing of Payments, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  92
                 -------------------------                                                                               
         12.6.   Amendments, Consents, Waivers, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  93
                 -----------------------------------                                                                     
         12.7.   Agent's Resignation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  95
                 -------------------                                                                                     
         12.8.   Concerning the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  95
                 --------------------                                                                                    
                 12.8.1.   Action in Good Faith, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  95
                           -------------------------                                                                     
                 12.8.2.   No Implied Duties, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  95
                           ----------------------                                                                        
                 12.8.3.   Validity, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
                           -------------                                                                                 
                 12.8.4.   Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
                           ----------                                                                                    
                 12.8.5.   Employment of Agents and Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
                           --------------------------------                                                              
                 12.8.6.   Reliance on Documents and Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
                           ---------------------------------                                                             
                 12.8.7.   Agent's Reimbursement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
                           ---------------------                                                                         
                 12.8.8.   Conveying Reports to Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
                           ----------------------------                                                                  
         12.9.   Rights as a Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
                 ------------------                                                                                      
         12.10.  Independent Credit Decision  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
                 ---------------------------                                                                             
         12.11.  Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  98
                 ---------------                                                                                         
13.      Successors and Assigns; Lender Assignments and Participations  . . . . . . . . . . . . . . . . . . . . . . .  98
         -------------------------------------------------------------                                                   
         13.1.   Assignments by Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  98
                 ----------------------                                                                                  
                 13.1.1.   Assignees and Assignment Procedures  . . . . . . . . . . . . . . . . . . . . . . . . . . .  98
                           -----------------------------------                                                           
                 13.1.2.   Terms of Assignment and Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . .  99
                           ----------------------------------                                                            
                 13.1.3.   Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
                           --------                                                                                      
                 13.1.4.   Acceptance of Assignment and Assumption  . . . . . . . . . . . . . . . . . . . . . . . . . 100
                           ---------------------------------------                                                       
                 13.1.5.   Federal Reserve Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
                           --------------------                                                                          
                 13.1.6.   Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
                           ------------------                                                                            
         13.2.   Credit Participants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
                 -------------------                                                                                     
         13.3.   Replacement of Lender  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
                 ---------------------                                                                                   
         13.4.   Foreign Lenders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
                 ---------------                                                                                         
14.      Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
         ---------------                                                                                                 
15.      Acknowledgments and Consents.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
         ----------------------------                                                                                    
16.      Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
         -------                                                                                                         
17.      Course of Dealing; Amendments and Waivers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
         -----------------------------------------                                                                       
18.      Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
         ----------                                                                                                      
19.      Venue; Service of Process  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
         -------------------------                                                                                       
20.      WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
         --------------------                                                                                            
21.      No Strict Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
         ----------------------                                                                                          
22.      General  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
         -------                                                                                                         
</TABLE>



                                    -vii-
<PAGE>   9

                                    EXHIBITS

<TABLE>
<S>           <C><C>
1             -  Applicable Interest Rates

2.1.4         -  Revolving Note

2.2.2         -  Term Note

5.1.4         -  Subordination Agreement

5.2.2         -  Joinder Agreement

5.3.1         -  Officer's Certificate

6.6           -  Existing Indebtedness

6.8           -  Existing Liens

6.11          -   Asset Dispositions and Mergers

6.18          -  Transactions with Affiliates

7.1           -  Company and its Subsidiaries

7.1.4         -  Stockholders of the Company

7.2.2         -  Material Agreements

7.3           -  Financing Debt, Certain Investments, etc.

7.4           -  Changes in Condition

7.7           -  Litigation

7.14          -  Environmental

7.15          -  Multi-employer and Defined Benefit Plans

8.1.6         -  Certain Stockholders of the Company

10.4.2        -  Depository Institutions

12.1          -  Interests in Credits

13.1.1        -  Assignment and Acceptance

</TABLE>


                                    -viii-
<PAGE>   10


                                AMERIPATH, INC.

                                CREDIT AGREEMENT


         This Agreement, originally dated as of May 29, 1996 and amended and
restated on June 27, 1997, is among AmeriPath, Inc., a Delaware corporation,
the Subsidiaries of AmeriPath, Inc. from time to time party hereto, the Lenders
from time to time party hereto and BankBoston, N.A., f/k/a The First National
Bank of Boston, both in its capacity as a Lender and in its capacity as agent
for itself and the other Lenders.  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 May 29, 1996, as amended and in effect on the date
hereof, among the Company, its Subsidiaries and a group of lenders for which
BankBoston, N.A., f/k/a The First National Bank of Boston, is acting as agent.
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 this 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 amended and restated hereby for periods from
and after the Initial Closing Date.

                   1.2.           Definitions; 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 and (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.  References to "the date hereof" mean the date first
set forth above.

                                  1.2.1.      "Accounts" is defined in Section 
                   10.1.2.

                                  1.2.2.      "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.
<PAGE>   11


                                  1.2.3.      "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 the Borrower in
                             connection with a Permitted Acquisition.

                                  1.2.4.      "Acquired Party EBITDA
                             Adjustment" means (a) for any calculation made
                             with respect to Sections 6.5 or 6.9.5 of this
                             Agreement in which six or less full months of the
                             Net Income of an Acquired Party have been
                             included, and only to the extent not already
                             included in, Consolidated Net Income, an amount
                             equal to the product of (i) the number of months
                             in the applicable period in which none of the Net
                             Income of such Acquired Party was included in
                             Consolidated Net Income, multiplied by (ii)
                             one-twelfth of Pro Forma EBITDA of such Acquired
                             Party as of the date of the Acquisition of such
                             Acquired Party or (b) for any calculation made
                             with respect to Section 6.5 or 6.9.5 of this
                             Agreement in which more than six months but less
                             than one full year of the Net Income of an
                             Acquired Party have been included, and only to the
                             extent not already included in, Consolidated Net
                             Income, an amount equal to the product of (X) the
                             number of months in the applicable period in which
                             none of the Net Income of such Acquired Party was
                             included in Consolidated Net Income, multiplied by
                             (Y) the amount of actual EBITDA of such Acquired
                             Party for each full month following its
                             Acquisition by the Borrower, divided by (Z) the
                             number of full months for which EBITDA of the
                             Acquired Party was included in Consolidated Net
                             Income.

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

                                  1.2.6.      "Affected Class" is defined in
                                    Section 12.6.2.

                                  1.2.7.      "Affected Lender" is defined in
                                    Section 13.3.

                                  1.2.8.      "Affiliate" means, with respect
                             to the Borrower (or any other specified Person),
                             any other Person directly or indirectly
                             controlling, controlled by or under direct or
                             indirect common control with the Borrower (or such
                             specified Person), and shall include (a) any
                             officer or director or general partner of the
                             Borrower (or such specified Person) and (b) any
                             Person of which the Borrower (or such specified
                             Person) or any Affiliate (as defined in clause (a)
                             above) of the Borrower (or such specified Person)
                             shall, directly or indirectly, beneficially own
                             either (i) at least 5% of the outstanding equity
                             securities having the general power to vote or
                             (ii) at least 5% of all equity interests.

                                  1.2.9.      "Agent" means BankBoston in its
                             capacity as agent for the Lenders hereunder, as
                             well as its successors and assigns in such
                             capacity pursuant to Section 12.7.





                                     -2-
<PAGE>   12

                                  1.2.10.      "Aggregate Percentage Interest"
                             means, with respect to the Loan, the ratio that
                             the respective Commitments of the Lenders bear to
                             the total Commitments of all Lenders as from time
                             to time in effect and reflected in the Register.

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

                                  1.2.12.      "Annualized Interest Expense"
                             means, for any period, the sum of (a) the product
                             of the Revolving Loan outstanding as of the last
                             day of such period multiplied by the then current
                             Applicable Rate plus (b) the product of the Term
                             Loan outstanding as of the last day of such period
                             multiplied by the then current Applicable Rate
                             plus (c) the product of outstanding amounts under
                             any instrument of Subordinated Indebtedness as of
                             the last day of such period multiplied by the then
                             current annual interest rate on such instrument of
                             Subordinated Indebtedness.

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

                                           (a)  the rate shown in Exhibit 1 that
                                           corresponds to the current ratio of
                                           Consolidated Total Debt to
                                           Consolidated Adjusted EBITDA for the
                                           most recently completed period of
                                           four consecutive fiscal quarters (it
                                           being understood that the such ratio
                                           could change on any Closing Date due
                                           to the occurrence of a Permitted
                                           Acquisition and the resulting
                                           inclusion of an Acquired Party's Pro
                                           Forma EBITDA in Consolidated
                                           Adjusted EBITDA and additional
                                           Financing Debt in Consolidated Total
                                           Debt);

                   plus                    (b)   an additional 3.00% 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.

                                  1.2.14.      "Assignee" is defined in Section
                             13.1.1.

                                  1.2.15.      "Assignment and Acceptance" is
                             defined in Section 13.1.1.

                                  1.2.16.      "BankBoston" means BankBoston,
                             N.A., f/k/a The First National Bank of Boston.

                                  1.2.17.      "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





                                     -3-
<PAGE>   13

                             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.

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

                                  1.2.19.      "Bankruptcy Default" means an
                             Event of Default referred to in Section 8.1.10.

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

                                  1.2.21.      "Borrower" means the Company.

                                  1.2.22.      "Borrowing Base" means, on any
                             date, 80% of the aggregate amount carried as
                             accounts receivable (reduced appropriately for
                             doubtful accounts) on the most recent Consolidated
                             balance sheet of the Company and its Subsidiaries
                             delivered in accordance with Section 6.4.3, minus
                             the aggregate amount of any such accounts
                             receivable that are more than 120 days past due;
                             provided, however, that the Borrowing Base shall
                             be reduced to $1.00 at any time where the Borrower
                             has failed to furnish the computation of the
                             Borrowing Base required by Section 6.4.3(b) within
                             five days after such computation was originally
                             due.

                                  1.2.23.      "Boston Office" means the
                             principal banking office of BankBoston in Boston,
                             Massachusetts.

                                  1.2.24.      "By-laws" means all written
                             by-laws, 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.

                                  1.2.25.      "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, (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) and (c) software development
                             costs to the extent not expensed.





                                     -4-
<PAGE>   14

                                  1.2.26.      "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.

                                  1.2.27.      "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.

                                  1.2.28.       "Cash Equivalents" means:

                                        (a)      negotiable certificates of
                                  deposit, time deposits (including sweep
                                  accounts), demand deposits and bankers'
                                  acceptances having a maturity of nine months
                                  or less and 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;

                                        (b)      corporate obligations having a
                                  maturity of nine months or less 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;

                                        (c)      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

                                        (d)      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.

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

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





                                     -5-
<PAGE>   15

                                  1.2.31.      "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.

                                  1.2.32.      "Class" means, applied to the
                             Lenders, each of the following classes of Lenders:
                             (i) Lenders having Commitments under the Revolving
                             Loan and (ii) Lenders having Commitments under the
                             Term Loan.

                                  1.2.33.      "Closing Date" means the Initial
                             Closing Date and each other date on which any
                             extension of credit is made pursuant to Sections
                             2.1, 2.2 or 2.3.

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

                                  1.2.35.      "Commitment" means, with respect
                             to any Lender, such Lender's obligations to extend
                             the credits contemplated by the Credit Documents;
                             the original Commitments being set forth in
                             Section 12.1 and the current Commitments being
                             recorded from time to time in the Register.

                                  1.2.36.      "Company" means AmeriPath, Inc.,
                             a Delaware corporation.

                                  1.2.37.      "Computation Covenants" means
                             Sections 6.5, 6.6.7, 6.6.11, 6.9.5, 6.10, 6.11,
                             6.12, 6.17 and 6.21.

                                  1.2.38.      "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 Subsidiaries (or other specified group of
                             Persons), or such of its Subsidiaries 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 Subsidiaries.

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

                                  1.2.40.      "Consolidated EBITDA" means, for
                             any period, an amount equal to the sum of (a)
                             Consolidated Net Income of the Company and its
                             Subsidiaries for such period plus (b) all amounts
                             deducted in computing such Consolidated Net Income
                             in





                                     -6-

<PAGE>   16

                             respect of (i) taxes based upon or measured by
                             income, (ii) Consolidated Interest Expense and
                             (iii) depreciation and amortization.

                                  1.2.41.      "Consolidated Interest Expense"
                             means, for any period, the Interest Expense paid
                             or accrued by the Company and its Subsidiaries on
                             a Consolidated basis.

                                  1.2.42.      "Consolidated Net Income" means,
                             for any period, the net income (or loss) of the
                             Company and its Subsidiaries, determined in
                             accordance with GAAP on a Consolidated basis;
                             provided, however, that Consolidated 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 Subsidiary or is
                                  merged into or consolidated with such Person;

                                        (b)      the income (or loss) of any
                                  other Person (other than a Subsidiary) in
                                  which such Person has an ownership interest;
                                  provided, however, that (i) Net Income shall
                                  include amounts in respect of the income of
                                  such other Person when actually received in
                                  cash by such Person in the form of dividends
                                  or similar Distributions and (ii) Net Income
                                  shall be reduced by the aggregate amount of
                                  all Investments, regardless of the form
                                  thereof, made by such Person in such other
                                  Person for the purpose of funding any deficit
                                  or loss of such other Person;

                                        (c)      all amounts included in
                                  computing such net income (or loss) in
                                  respect of the write-up of any asset or the
                                  retirement of any Indebtedness or equity at
                                  less than face value after any acquisition;

                                        (d)      extraordinary and nonrecurring
                                  gains;

                                        (e)      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 By-law
                                  restriction, any agreement, instrument, deed
                                  or lease or any law, statute, judgment,
                                  decree or governmental order, rule or
                                  regulation applicable to such Subsidiary;

                                        (f)      any after-tax gains or losses
                                  attributable to returned surplus assets of
                                  any Plan; and

                                        (g)      the amount, up to an aggregate
                                  of $3,500,000, included in computing such net
                                  income (or loss) in respect of the expenses
                                  of the





                                     -7-

<PAGE>   17

                                  Company incurred on or prior to May 31, 1997
                                  in connection with its terminated initial
                                  public offering.

                                  1.2.43.      "Consolidated Operating Cash
                             Flow" means, for any period, the total of (i)
                             Consolidated EBITDA minus (ii) taxes, based upon
                             or measured by net taxable income, paid in cash by
                             the Company and its Subsidiaries minus (iii)
                             Capital Expenditures.

                                  1.2.44.      "Consolidated Senior Debt" means
                             all Financing Debt of the Company and the
                             Subsidiaries on a Consolidated basis other than in
                             respect of Subordinated Indebtedness.

                                  1.2.45.      "Consolidated Senior Interest
                             Expense" means, for any period, the aggregate
                             amount of interest, including commitment fees and
                             payments in the nature of interest under
                             Capitalized Leases and Interest Rate Protection
                             Agreements, accrued by the Company and its
                             Subsidiaries on a Consolidated basis (whether such
                             interest is reflected as an item of expense or
                             capitalized) on Consolidated Senior Debt.

                                  1.2.46.      "Consolidated Total Debt" means,
                             at any date, all Financing Debt of the Company and
                             its Subsidiaries on a Consolidated basis.

                                  1.2.47.      "Consolidated Total Debt
                             Service" means, for any period, the sum of (i)
                             Consolidated Interest Expense plus (ii) the
                             aggregate amount of all mandatory scheduled
                             payments, prepayments and sinking fund payments
                             paid or accrued by the Company and its
                             Subsidiaries during such period with respect to
                             Financing Debt, including contingent obligations
                             under agreements relating to Permitted
                             Acquisitions (made before or after the date of
                             this Agreement) or with respect to principal paid
                             or accrued by the Company in respect of
                             Subordinated Indebtedness and Contingent Notes
                             (excluding prepayments permitted by the proviso in
                             Section 6.14 and voluntary prepayments of the
                             Loan).

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

                                  1.2.49.      "Contingent Notes" means the
                             contingent promissory notes constituting
                             Subordinated Indebtedness issued to the Sellers in
                             connection with a Permitted Acquisition made
                             hereunder or under this Agreement prior to its
                             amendment and restatement on the Initial Closing
                             Date.

                                  1.2.50.      "Credit Documents" means:

                                        (a)      this Agreement, the Notes,
                                  each Letter of Credit, each draft presented
                                  or accepted under a Letter of Credit, each
                                  Interest Rate Protection





                                     -8-

<PAGE>   18

                                  Agreement provided by a Lender (or an
                                  Affiliate of a Lender) to the Borrower or any
                                  of its Subsidiaries and the Subordination
                                  Agreement, each as from time to time in
                                  effect;

                                        (b)      all financial statements,
                                  reports, notices, mortgages, assignments, UCC
                                  financing statements or certificates
                                  delivered to the Agent or any of the Lenders
                                  by the Company, any of its Subsidiaries 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 the Company, any of its
                                  Subsidiaries or any other Obligor, on one
                                  hand, and the Agent, any Letter of Credit
                                  Issuer 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.

                                  1.2.51.      "Credit Obligations" means all
                             present and future liabilities, obligations and
                             Indebtedness of the Company, any of its
                             Subsidiaries 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 and Interest Rate Protection Agreements
                             provided by a Lender (or an affiliate of a
                             Lender), commitment fees, Letter of Credit fees,
                             amounts provided for in Sections 3.2.4, 3.5, 3.6,
                             3.7, 3.8 and 11 and other fees, charges,
                             indemnities and expenses from time to time owing
                             hereunder or under any other Credit Document
                             (whether accruing before or after a Bankruptcy
                             Default).

                                  1.2.52.      "Credit Participant" is defined
                                    in Section 13.2.

                                  1.2.53.      "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 this Agreement or any other Credit
                             Document) to secure the payment or performance of
                             any of the Credit Obligations, including the
                             assets described in Section 10.1.

                                  1.2.54.      "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 Subsidiaries or
                             any other Obligor of a petition commencing an
                             involuntary case under the Bankruptcy Code.

                                  1.2.55.      "Delinquency Period" is defined
                             in Section 12.4.4.

                                  1.2.56.      "Delinquent Lender" is defined
                             in Section 12.4.4.





                                     -9-

<PAGE>   19


                                  1.2.57.      "Delinquent Payment" is defined
                             in Section 12.4.4.

                                  1.2.58.      "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
                                  Subsidiary 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;

                             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).

                                  1.2.59.      "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





                                     -10-
<PAGE>   20

                             computing such Net Income in respect of (i) taxes
                             based upon or measured by income, (ii) Interest
                             Expense and (iii) depreciation and amortization.

                                  1.2.60.      "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 OSHA.

                                  1.2.61.      "Equity Transaction" means any
                             issuance or sale by the Company or any of its
                             Subsidiaries of any shares of capital stock, other
                             equity interests or options, warrants or other
                             purchase rights to acquire such capital stock or
                             other equity interests, of the Company or any of
                             its Subsidiaries, to any Person; provided,
                             however, that the term "Equity Transaction" shall
                             not include such issuances or sales (i) to any of
                             the Obligors or their officers, employees and
                             directors, (ii) to any Person pursuant to the
                             Company's Amended and Restated 1996 Stock Option
                             Plan or 1996 Director Stock Option Plan or (iii)
                             that comprise a portion of the Purchase Price in
                             any Permitted Acquisition.

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

                                  1.2.63.      "ERISA 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.

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

                                  1.2.65.      "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 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).

                                  1.2.66.      "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





                                     -11-
<PAGE>   21

                             (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.

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

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

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

                                  1.2.70.      "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 Loan subject to
                             Eurodollar Pricing Options is determined, (c) the
                             principal amount of or interest on any portion of
                             the 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.

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

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





                                     -12-

<PAGE>   22

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

                                  1.2.74.      "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.

                                  1.2.75.      "Final Maturity Date" means (a)
                             June 30, 2002 for the Revolving Loan and (b) June
                             30, 2004 for the Term Loan.

                                  1.2.76.      "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).

                                  1.2.77.      "Financing Debt" means each of
                             the items described in clauses (a) through (e) of
                             the definition of the term "Indebtedness."

                                  1.2.78.      "Foreign Trade Regulations"
                             means (a) any act that prohibits or restricts, or
                             empowers the President or any executive agency of
                             the United States of America to prohibit or
                             restrict, exports to or financial transactions
                             with any foreign country or foreign national, (b)
                             the regulations with respect to certain prohibited
                             foreign trade transactions set forth at 22 C.F.R.
                             Parts 120-130 and 31 C.F.R. Parts 500-590 and (c)
                             any order, regulation, ruling, interpretation,
                             direction, instruction or notice relating to any
                             of the foregoing.

                                  1.2.79.      "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 Loan subject to a Eurodollar
                             Pricing Option, and (b) any portion of the 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.

                                  1.2.80.      "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.





                                     -13-
<PAGE>   23


                                  1.2.81.      "Government Receivables" means
                             any Accounts as to which the United States of
                             America or any agency or department thereof is the
                             obligor.

                                  1.2.82.      "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;

                                        (b)      any other arrangement whereby
                                  credit is extended to a primary obligor on
                                  the basis of any promise or undertaking of
                                  the Company (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
                                  regardless of the actual delivery thereof 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)      any liability of the Company
                                  (or such specified Person) with respect to
                                  the tax liability of others as a member of a
                                  group that is consolidated for tax purposes;
                                  and

                                        (f)      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





                                     -14-
<PAGE>   24

                             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).

                                  1.2.83.      "Guarantor" means each
                             Subsidiary of the Borrower listed on the signature
                             page hereto or which subsequently becomes party to
                             this Agreement as a Guarantor.

                                  1.2.84.      "Hazardous Material" means any
                             pollutant, toxic or hazardous material or waste,
                             including any "hazardous substance" or "pollutant"
                             or "contaminant" as defined in section 101(14) of
                             CERCLA or any other Environmental Law or regulated
                             as toxic or hazardous under RCRA or any other
                             Environmental Law.

                                  1.2.85.      "Impermissible Reference" means,
                             relative to the opinion or certification of any
                             independent public accountant as to any financial
                             statement of any Obligor, any qualification or
                             exception to such opinion or certification

                                        (a)      which expresses concern about
                                  whether or not such Obligor will be able to
                                  meet its obligations as such become due, or
                                  otherwise will be able to operate or conduct
                                  its business in the future;

                                        (b)      which relates to the limited
                                  scope of examination of matters relevant to
                                  such financial statement;

                                        (c)      which relates to the treatment
                                  or classification of any item in such
                                  financial statement and which, as a condition
                                  to its removal, would require an adjustment
                                  to such item the effect of which would be to
                                  cause there to be a Default under Sections
                                  6.5 through 6.21; or

                                        (d)      which, in the reasonable
                                  judgment of the Required Lenders, is not
                                  acceptable.

                                  1.2.86.      "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;





                                     -15-
<PAGE>   25


                                        (d)      reimbursement obligations,
                                  whether contingent or matured, with respect
                                  to letters of credit, bankers acceptances,
                                  surety bonds, other financial guarantees and
                                  Interest Rate Protection Agreements (without
                                  duplication of other Indebtedness supported
                                  or guaranteed thereby);

                                        (e)      unfunded pension liabilities;

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

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

                                        (h)      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.

                                  1.2.87.      "Indemnified Party" is defined
                             in Section 11.2.

                                  1.2.88.      "Initial Closing Date" means the
                             first date on or prior to June 27, 1997 on which
                             all the conditions set forth in Section 5.1 have
                             been satisfied.

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

                                  1.2.90.      "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.

                                  1.2.91.      "Investment" means, with respect
                             to the 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;





                                     -16-
<PAGE>   26

                                        (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; and

                                        (e)      any other similar investment.

                                  The investments described in the foregoing 
                             clauses (a) through (e) 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 for travel expenses, drawing accounts
                             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) demand deposits in banks or
                             similar financial institutions.

                                  In determining the amount of outstanding 
                             Investments:

                                        (A)  the amount of any Investment shall
                                  be the cost thereof minus any returns of
                                  capital in cash on such Investment 
                                  (determined in accordance with GAAP without
                                  regard to amounts realized as income on such
                                  Investment);

                                        (B)  the amount of any Investment in 
                                  respect of a purchase described in clause 
                                  (d) above shall include the amount of any 
                                  Financing Debt assumed in connection with
                                  such purchase or secured by any asset
                                  acquired in such purchase (whether or not any
                                  Financing Debt is assumed) or for which any
                                  Person that becomes a Subsidiary is liable on
                                  the date on which the securities of such
                                  Person are acquired; and

                                        (C)  no Investment shall be increased
                                  as the result of an increase in the
                                  undistributed retained earnings of the Person
                                  in which the Investment was made or decreased
                                  as a result of an equity interest in the
                                  losses of such Person.

                                  1.2.92.      "Legal Requirement" means any
                             present or future requirement imposed upon any of
                             the Lenders or the Company and its Subsidiaries by
                             any law,





                                     -17-
<PAGE>   27

                             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.  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.

                                  1.2.93.      "Lender" means each of the
                             Persons listed as lenders on the signature page
                             hereto, including BankBoston in its capacity as a
                             Lender and such other Persons who may from time to
                             time own an Aggregate Percentage Interest in the
                             Loan, but the term "Lender" shall not include any
                             Credit Participant.

                                  1.2.94.      "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.

                                  1.2.95.      "Letter of Credit" is defined in
                             Section 2.3.1.

                                  1.2.96.      "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.

                                  1.2.97.      "Letter of Credit Issuer" means,
                             for any Letter of Credit, BankBoston or, in the
                             event BankBoston does not for any reason issue a
                             requested Letter of Credit, another Lender with a
                             Percentage Interest in the Revolving Loan willing
                             to issue such Letter of Credit in accordance with
                             Section 2.3 and who is reasonably acceptable to
                             the Agent.

                                  1.2.98.      "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;





                                     -18-
<PAGE>   28

                                        (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;

                                        (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.

                                  1.2.99.       "Loan" means the Revolving Loan
                             and the Term Loan, collectively.

                                  1.2.100.      "Loan Account" is defined in
                             Section 2.1.4.

                                  1.2.101.      "Management Agreements" shall
                             mean the agreements entered into by the Company or
                             any of its Subsidiaries, on the one hand, and a
                             professional association or corporation which
                             employs physicians engaged in a pathology
                             practice, on the other hand, for the long-term
                             management of such physician practice, including
                             (i) the Management Agreement by and between
                             AmeriPath Cincinnati, Inc. and AmeriPath Ohio,
                             Inc. dated September 30, 1996, as amended, (ii)
                             the Management Agreement by and between Beno
                             Michel, M.D., Inc. and AmeriPath, Inc. dated
                             October 15, 1996, (iii) the Management Agreement
                             by and between Clay J. Cockerell, M.D., P.A. and
                             AmeriPath Texas, Inc. dated September 30, 1996, as
                             amended on January 17, 1997 and (iv) any other
                             similar management agreement entered into by the
                             Company or one of its Subsidiaries after the date
                             hereof.

                                  1.2.102.      "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.

                                  1.2.103.      "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 (on an individual basis) or the Company
                             and its Subsidiaries (on a Consolidated basis),
                             whether as a result of (i) general economic
                             conditions affecting the industry in which the
                             Company and its Subsidiaries are engaged, (ii)





                                     -19-
<PAGE>   29

                             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 to perform their obligations under the
                             Credit Documents or (c) the rights and remedies of
                             the Agent and the Lenders under the Credit
                             Documents.

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

                                  1.2.105.      "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.

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

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

                                  1.2.108.      "Net Equity Proceeds" means the
                             cash proceeds received by the Company or any of
                             its Subsidiaries in connection with any Equity
                             Transaction (net of related actual out-of-pocket
                             fees and expenses incurred by the Company in the
                             exercise of the reasonable business judgment of
                             its officers).

                                  1.2.109.      "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:

                                        (a)     all amounts included in
                                  computing such net income (or loss) in
                                  respect of the write-up of any asset or the
                                  retirement of any Indebtedness or equity at
                                  less than face value after any acquisition;

                                        (b)     extraordinary and nonrecurring
                                  gains;

                                        (c)     any after-tax gains or losses
                                  attributable to returned surplus assets of
                                  any Plan.

                                  1.2.110.      "Nonperforming Lender" is
                             defined in Section 12.4.4.

                                  1.2.111.      "Notes" means each of the 
                             Revolving Notes and the Term Notes.





                                     -20-
<PAGE>   30

                                  1.2.112.      "Obligor" means the Company and
                             each Guarantor.

                                  1.2.113.      "OSHA" means the federal 
                             Occupational Health and Safety Act.

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

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

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

                                  1.2.117.      "Percentage Interest" means,
                             with respect to the Revolving Loan, the Term Loan
                             or Letter of Credit Exposure, the ratio that the
                             respective Commitments of the Lenders with respect
                             to such portion of the Loan (or Letter of Credit
                             Exposure) bear to the total Commitments in respect
                             of such portion of the Loan (or Letter of Credit
                             Exposure) of all Lenders as from time to time in
                             effect and reflected in the Register.

                                  1.2.118.      "Performing Lender" is defined
                             in Section 12.4.4.

                                  1.2.119.      "Permitted Acquisition" means
                             an Investment by the Borrower permitted under
                             Section 6.9.5.

                                  1.2.120.      "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.

                                  1.2.121.      "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.

                                  1.2.122.      "Pledged Indebtedness" is
                             defined in Section 10.1.6.

                                  1.2.123.      "Pledged Rights" is defined in
                             Section 10.1.5.

                                  1.2.124.      "Pledged Securities" means the
                             Pledged Stock, the Pledged Rights and the Pledged
                             Indebtedness, collectively.

                                  1.2.125.      "Pledged Stock" is defined in
                             Section 10.1.4.





                                     -21-
<PAGE>   31

                                  1.2.126.      "Pro Forma EBITDA" shall mean,
                             for any period, an amount calculated on a pro
                             forma basis taking into account the Permitted
                             Acquisition equal to (a) the historical EBITDA of
                             the Acquired Party and (b) any non-GAAP adjustment
                             to Net Income to the extent that such adjustment
                             is approved by the Required Lenders.

                                  1.2.127.      "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; provided, however,
                             that the amount of any Contingent Note included in
                             this definition of Purchase Price shall be the
                             lesser of (a) the maximum principal amount of such
                             Contingent Note or (b) the principal amount of
                             such Contingent Note that becomes payable by the
                             Borrower at the time that the Borrower attains the
                             level of Pro Forma EBITDA previously determined by
                             the Required Lenders.

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

                                  1.2.129.      "Register" is defined in
                             Section 13.1.3.

                                  1.2.130.      "Replacement Lender" is defined
                             in Section 13.3.

                                  1.2.131.      "Required Class Lenders" means,
                             with respect to any approval, consent,
                             modification, waiver or other action to be taken
                             by the Agent or the Lenders under the Credit
                             Documents which requires action by the Required
                             Class Lenders for either Class, such Lenders as
                             own at least a majority of the Percentage
                             Interests in the Revolving Loan or the Term Loan,
                             as the case may be.

                                  1.2.132.      "Required Lenders" means, with
                             respect to any approval, consent, modification,
                             waiver or other action to be taken by the Agent or
                             the Lenders under the Credit Documents which
                             require action by the Required Lenders, such
                             Lenders as own at least a majority of the
                             Aggregate Percentage Interests in the Loan;
                             provided, however, that with respect to any
                             matters referred to in the proviso to Section
                             12.6.1, Required Lenders means such Lenders as own
                             at least the respective portions of the Aggregate
                             Percentage Interests in the Loan required by such
                             proviso.

                                  1.2.133.      "Revolving Loan" is defined in
                             Section 2.1.4.

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

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





                                     -22-

<PAGE>   32

                                  1.2.136.      "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 the
                             Borrower pursuant to a Permitted Acquisition.

                                  1.2.137.      "Subordinated Indebtedness"
                             means Indebtedness of the Borrower which is
                             subordinated to the Credit Obligations pursuant to
                             a Subordination Agreement or on terms approved by
                             the Required Lenders in writing.

                                  1.2.138.      "Subordination Agreement" shall
                             be an agreement in form and substance
                             substantially similar to Exhibit 5.1.4.

                                  1.2.139.      "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, or through a
                             trust or similar entity controlled by the Company
                             (or other specified Person) or a Subsidiary, (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.

                                  1.2.140.      "Summit Partners" means
                             collectively, Summit Ventures III, L.P., Summit
                             Investors II, L.P. and Summit Subordinated Debt
                             Fund, L.P.

                                  1.2.141.      "Tax" means any present or
                             future tax, levy, duty, impost, deduction,
                             withholding or other charges 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
                             Loan, 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.

                                  1.2.142.      "Term Loan" is defined in
                             Section 2.2.1.

                                  1.2.143.      "Term Note" is defined in
                             Section 2.2.2.

                                  1.2.144.      "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.

                                  1.2.145.      "Uniform Customs and Practice"
                             is defined in Section 2.3.7.





                                     -23-

<PAGE>   33


                                  1.2.146.      "United States Funds" means
                             such coin or currency of the United States of
                             America as at the time shall be legal tender
                             therein for the payment of public and private
                             debts.

                                  1.2.147.      "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.

                                  1.2.148.      "8% Senior Subordinated Notes"
                             is defined in Section 6.10.5.

                                  1.2.149.      "10% Junior Subordinated Notes"
                             is defined in Section 6.10.5.

                       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 in the Revolving Loan, make
                             loans to the Borrower in such amounts as may be
                             requested by the 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 Letter of Credit
                             Exposure shall in no event exceed the Maximum
                             Amount of Revolving Credit and the sum of the
                             aggregate principal amount of loans made to and
                             the face amount of Letters of Credit issued on
                             behalf of the Borrower for the purposes of working
                             capital shall in no event exceed the Borrowing
                             Base.  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.

                                  2.1.2.      Maximum Amount of Revolving
                             Credit.  The term "Maximum Amount of Revolving
                             Credit" means, on any date, the lesser of (a)
                             $85,000,000 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.

                                  2.1.3.      Borrowing Requests.  The 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 not later than noon (Boston
                             time) on the first Banking Day (third





                                     -24-
<PAGE>   34

                             Banking Day if any portion of such loan will be
                             subject to a Eurodollar Pricing Option on the
                             requested Closing Date) prior to the requested
                             Closing Date for such loan.  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
                             $100,000 and an integral multiple of $50,000), (b)
                             the requested Closing Date therefor (which shall
                             be a Banking Day) and (c) the portion of the
                             requested loan that is to be used for working
                             capital.  Upon receipt of such notice, the Agent
                             will promptly inform each other Lender with
                             Percentage Interests in the Revolving Loan (by
                             telephone or otherwise).  Each such loan will be
                             made at the Boston Office by depositing the amount
                             thereof to the general account of the Borrower
                             with the Agent.  In connection with each such
                             loan, the Borrower shall furnish to the Agent a
                             certificate in substantially the form of Exhibit
                             5.3.1.

                                  2.1.4.      Loan Account; Notes.  The Agent
                             will establish on its books a loan account for the
                             Borrower (the "Loan Account") which the Agent
                             shall administer as follows:  (a) the Agent shall
                             add to the Loan Account, and the Loan Account
                             shall evidence, the principal amount of all loans
                             from time to time made by the Lenders to the
                             Borrower pursuant to Section 2.1.1 and (b) the
                             Agent shall reduce the Loan Account by the amount
                             of all payments made on account of the
                             Indebtedness evidenced by the Loan Account.  The
                             aggregate principal amount of the Indebtedness
                             evidenced by the Loan Account is referred to as
                             the "Revolving Loan".  The Revolving Loan shall be
                             deemed owed to each Lender severally in accordance
                             with such Lender's Percentage Interest in the
                             Revolving Loan, and all payments credited to the
                             Loan Account shall be for the account of each
                             Lender in accordance with its Percentage Interest
                             in the Revolving Loan.  The Borrower's obligations
                             to pay each Lender's Percentage Interest in the
                             Revolving Loan shall be evidenced by a separate
                             note of such Borrower in substantially the form of
                             Exhibit 2.1.4 (the "Revolving Notes"), payable to
                             each Lender in maximum principal amount equal to
                             such Lender's Percentage Interest in the Revolving
                             Loan.

                             2.2  Term Credit.

                                  2.2.1.      Term Loan.  Subject to all the
                             terms and conditions hereof and so long as no
                             Default exists, on the Initial Closing Date the
                             Lenders will, severally in accordance with their
                             respective Percentage Interests in the Term Loan,
                             lend to the Company as a term loan $65,000,000.
                             The aggregate principal amount of the loans made
                             pursuant to this Section 2.2.1 at any one time
                             outstanding are referred to collectively as the
                             "Term Loan".





                                     -25-
<PAGE>   35

                                  2.2.2.      Term Notes.  The portion of Term
                             Loan advanced under Section 2.2.1 shall be made at
                             the Boston Office by crediting the amount of such
                             loan to the general account of the Borrower with
                             BankBoston against delivery to the Agent of the
                             separate term notes of the Company (the "Term
                             Notes") payable to the respective Lenders.  The
                             Term Notes issued to each Lender shall be in an
                             aggregate principal amount equal to such Lender's
                             Percentage Interest in the Term Loan advanced
                             under Section 2.2.1 and shall be in substantially
                             the form of Exhibit 2.2.2.

                             2.3. Letters of Credit.

                                  2.3.1.      Issuance of Letters of Credit.
                             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
                             Letter of Credit Issuer will issue for the account
                             of the Borrower one or more irrevocable
                             documentary or standby letters of credit (the
                             "Letters of Credit").  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
                             $2,000,000.

                                  2.3.2.      Requests for Letters of Credit.
                             The 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 not less than five
                             Banking Days 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) 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
                             5.3.1 and any customary application forms required
                             by the Letter of Credit Issuer.

                                  2.3.3.      Form and Expiration of Letters of
                             Credit.  Each Letter of Credit issued under this
                             Section 2.3 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 of
                             such Letter of Credit or (b) 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, including a requirement of not
                             less than three Banking Days after presentation of
                             a draft before payment must be made thereunder.





                                     -26-
<PAGE>   36

                                  2.3.4.      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
                             Lender with a Percentage Interest in the Revolving
                             Loan on the date of such issuance and the Lenders
                             shall automatically be obligated, as set forth in
                             Section 12.4, 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 Company.  The
                             Letter of Credit Issuer will send to each Lender
                             with a Percentage Interest in the Revolving Loan
                             (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.

                                  2.3.5.      Presentation.  The Letter of
                             Credit Issuer may accept or pay any draft
                             presented to it, regardless of when drawn and
                             whether or not negotiated, if such draft, the
                             other required documents and any transmittal
                             advice are presented to the Letter of Credit
                             Issuer and dated on or before the expiration date
                             of the Letter of Credit under which such draft is
                             drawn.  Except insofar as instructions actually
                             received may be given by the Borrower in writing
                             expressly to the contrary with regard to, and
                             prior to, the Letter of Credit Issuer's issuance
                             of any Letter of Credit for the account of the
                             Borrower and such contrary instructions are
                             reflected in such Letter of Credit, the Letter of
                             Credit Issuer may honor as complying with the
                             terms of the 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.

                                  2.3.6.      Payment of Drafts.  At such time
                             as a Letter of Credit Issuer makes any payment on
                             a draft presented or accepted under a Letter of
                             Credit, the Borrower will on demand pay to such
                             Letter of Credit Issuer in immediately available
                             funds the amount of such payment.  Unless the
                             Borrower shall otherwise pay to the Letter of
                             Credit Issuer the amount required by the foregoing
                             sentence, such amount shall be considered a loan
                             under Section 2.1.1 to the Borrower and part of
                             the Revolving Loan.

                                  2.3.7.      Uniform Customs and Practice.
                             The Uniform Customs and Practice for Documentary
                             Credits (1993 Revision), International Chamber of
                             Commerce Publication No. 500, 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
                             Company 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:





                                     -27-
<PAGE>   37


                                  (a)      Neither the Borrower nor any
                             beneficiary of any Letter of Credit shall be
                             deemed an agent of any Letter of Credit Issuer.

                                  (b)      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:

                                        (i)       the genuineness of any
                                  signature;

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

                                        (iii)     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;

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

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

                                        (vi)      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, or the office held by or
                                  the authority of any Person signing any of
                                  the same.

                                  (c)  The occurrence of any of the events
                             referred to in the Uniform Customs and Practice or
                             in the preceding clauses of this Section 2.3.7
                             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)  The Borrower will promptly examine (i)
                             each Letter of Credit (and any amendments
                             thereof) sent to it by the Letter of Credit Issuer
                             and (ii) all instruments and documents delivered
                             to it from time to time by the Letter of Credit
                             Issuer.  The Borrower will notify the Letter of
                             Credit Issuer of any claim of noncompliance by
                             notice actually received within three Banking Days
                             after receipt of any of the foregoing documents,
                             the Borrower being conclusively deemed to have
                             waived any such claim against such Letter of
                             Credit Issuer and its correspondents unless such
                             notice is given.  The Letter of Credit Issuer
                             shall have no obligation or responsibility to send
                             any such Letter of Credit or any such instrument
                             or document to the Borrower.





                                     -28-

<PAGE>   38

                                  (e)      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.

                                  2.3.8.      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.

                                  2.3.9.      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, and if the Letter
                             of Credit Issuer consents thereto, 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.

                             2.4. Application of Proceeds.

                                  2.4.1.      Revolving Loan.  Subject to
                             Section 2.4.4, the Borrower will apply the
                             proceeds of the Revolving Loan (a) to fund
                             Permitted Acquisitions, and (b) for working
                             capital to the extent of the Borrowing Base.

                                  2.4.2.      Term Loan. Subject to Section
                             2.4.4, the Borrower will apply the proceeds of the
                             Term Loan to the prepayment of the Revolving Loan.

                                  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.

                                  2.4.4.      Specifically Prohibited
                             Applications.  The Borrower 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 the Foreign Trade
                             Regulations, by other Legal Requirements
                             applicable to the Lenders or by the Credit
                             Documents.

                             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 to perform and the
                        Percentage Interests in the portion of the Loan to
                        which such





                                     -29-
<PAGE>   39

                        Commitment relates shall be appropriately
                        adjusted.  Lenders in the Class to which such
                        Commitment relates 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 the Required
                        Class Lenders of such Class may agree, the obligations
                        of any Lender who has so failed and the Percentage
                        Interests in the portion of the Loan to which such
                        obligations relate shall be appropriately adjusted. 
                        The provisions of this Section 2.5 shall not affect the
                        rights of the Borrower against any Lender failing to
                        perform its obligations hereunder.

                        3.   Interest; Eurodollar Pricing Options; Fees.

                             3.1.      Interest.  The  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 any portion of the
                        Loan, the Borrower will, on each Payment Date, pay the
                        accrued and unpaid interest on the portions of the Loan
                        which 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, the Borrower will pay the accrued and unpaid
                        interest on the portions of the Loan which were subject
                        to the Eurodollar Pricing Option which expired or
                        terminated on such date.  In the case of any Eurodollar
                        Interest Period longer than three months, the Borrower
                        will also pay the accrued and unpaid interest on the
                        portion of the Loan 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  Loan, the Borrower will pay all
                        accrued and unpaid interest on the portion of the Loan
                        evidenced by its Loan Account, including any accrued
                        and unpaid interest on any portion of such 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 for each portion of the Loan shall be made to
                        the Agent for the account of each Lender in accordance
                        with such Lender's Percentage Interest in such portion
                        of the Loan.

                             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, the 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 Loan as the 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:





                                     -30-
<PAGE>   40

                                  (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 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 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
                             Borrower.  The Agent will promptly inform each
                             Lender (by telephone or otherwise) of each notice
                             received by it from the 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 the 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.

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

                                  (a)      the minimum portion of the 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;

                                  (c)      a portion of the Term Loan at least
                             equal to the amount of the next mandatory fixed
                             prepayment required by Section 4.2 shall not be
                             subject to a Eurodollar Pricing Option on the date
                             such mandatory prepayment is required to be made;
                             and





                                     -31-
<PAGE>   41
                                  (d)      no Eurodollar Interest Period with
                             respect to any part of the Loan subject to a
                             Eurodollar Pricing Option shall expire later than
                             the Final Maturity Date.

                                  3.2.4.      Additional Interest.  If any
                             portion of the 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 Borrower will pay
                             to the Agent for the account of each Lender in
                             accordance with such Lender's Percentage Interest
                             in such portion of the Loan, 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 Loan 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 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 Borrower 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 interbank Eurodollar market any
                             portion of the Loan 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
                             Borrower terminate all of the affected Eurodollar
                             Pricing Options, (b) the portion of the Loan
                             subject 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 Borrower shall make any
                             payment required by Section 3.2.4.

                                  3.2.6.      Funding Procedure.  The Lenders
                             may fund any portion of the Loan 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





                                    -32-
<PAGE>   42

                             portion of the Loan subject to a Eurodollar
                             Pricing Option, however, all amounts payable
                             hereunder, including the interest rate applicable
                             to any such portion of the Loan 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 Loan 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.  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 the first Banking Day of each
fiscal quarter, an amount equal to interest computed at the rate per annum
shown in Exhibit 1 that corresponds to the current ratio of Consolidated Total
Debt to Consolidated Adjusted EBITDA for the most recently completed period of
four consecutive fiscal quarters 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
average 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.

                   3.4.           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 in the Revolving Loan, on the date any
Letter of Credit is issued by the Letter of Credit Issuer, a Letter of Credit
fee equal to interest at the rate of 1.50% per annum on the face amount of such
Letter of Credit for the term of such Letter of Credit.  The Company will pay
to the Letter of Credit Issuer 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 in accordance with its general rate
structure, including fees and expenses relating to issuance, amendment,
negotiation, cancellation and similar operations.

                   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 or the Letters of Credit, (b) impose, modify, increase or deem
applicable any other requirement or condition with respect to any Funding
Liability or the Letters of Credit, or (c) change the basis of taxation of
Funding Liabilities or payments in respect of any Letter of Credit (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 Loan subject to a Eurodollar Pricing Option or
any





                                    -33-
<PAGE>   43

Letter of Credit, 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 Borrower 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 Borrower 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 to any 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.  The Borrower shall be
entitled to replace any such Lender in accordance with Section 13.3.

                   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 Borrower is 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) the 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 Borrower 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 Borrower 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 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 the Borrower with respect to any payments of the
Credit Obligations, the Borrower 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 Borrower fails to pay any such Taxes when
due or fails to remit to the Agent for the account of the applicable Lender the





                                    -34-
<PAGE>   44

required receipts evidencing payment of any such Taxes so withheld or deducted,
the Borrower 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.  The
Borrower shall be entitled to replace any such Lender in accordance with
Section 13.3.

                   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
Borrower 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 Borrower 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.
The Borrower shall be entitled to replace any such Lender in accordance with
Section 13.3.

                   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
Loan or the Letters of Credit or the return to be earned by such Lender on the
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 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 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





                                    -35-
<PAGE>   45

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 Borrower 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 Borrower 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.  The Borrower shall be entitled to replace
any such Lender in accordance with Section 13.3.

                   3.9.           Computations of Interest and Fees.  For
purposes of this Agreement, interest, commitment fees and 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 at Maturity.  On the Final Maturity
Date or any accelerated maturity of the Loan, the Borrower will pay to the
Agent for the account of the Lenders an amount equal to the portion of the Loan
then due, together with all accrued and unpaid interest thereon and all other
Credit Obligations then outstanding.

                   4.2.           Fixed Prepayments of Term Loan.  On the first
Banking Day of each July, the Borrower will pay to the Agent, for the account
of the Lenders, $650,000 of the principal amount of the Term Loan, together
with accrued interest on such amount prepaid; provided, however, that the
Borrower shall not be required to make such a prepayment in July 1997.

                   4.3.           Contingent Required Prepayments.

                                  4.3.1.      Excess Credit Exposure.  If at
                             any time the Revolving Loan exceeds the limits set
                             forth in Section 2.1, the Borrower shall within
                             three Banking Days pay the amount of such excess
                             to the Agent for the account of the Lenders.





                                    -36-
<PAGE>   46


                                  4.3.2.      Letter of Credit Exposure.  If at
                             any time the Letter of Credit Exposure exceeds the
                             limits set forth in Section 2.3, the Borrower
                             shall within three Banking Days pay the amount of
                             such excess to the Agent for the account of the
                             Lenders to be applied as provided in Section 4.6.

                                  4.3.3.      Net Equity Proceeds.  Within
                             three Banking Days after the receipt of Net Equity
                             Proceeds, the Borrower shall pay to the Agent as a
                             prepayment of the Loan, to be applied as provided
                             in Section 4.6.2, the lesser of

                                  (a)      the sum of (i) the amount of such
                             Net Equity Proceeds minus (ii) the amount of all
                             Distributions permitted by Section 6.10.5 and made
                             from such Net Equity Proceeds minus (iii) the
                             amount of all accrued and unpaid dividends on the
                             3,088,113 shares of convertible preferred stock of
                             the Company issued on or prior to the date hereof
                             (on the terms of such stock on the date hereof),
                             or

                                  (b)      the amount of the Loan.
                             The Company shall give the Agent at least five     
                             Banking Days' prior notice of its intention to
                             prepay the Loans, or any portion thereof, under
                             this Section 4.3.3.

                   4.4.           Voluntary Prepayments.  In addition to the
prepayments required by Sections 4.2 and 4.3, the Borrower may from time to
time prepay all or any portion of the Loan (in a minimum amount of $100,000 and
an integral multiple of $100,000), without premium or penalty of any type
(except as provided in Section 3.2.4 with respect to the early termination of
Eurodollar Pricing Options).  The 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 Loan to be paid on such date, whether the
Revolving Loan or the Term Loan will be paid, and the amount of interest to be
paid with such prepayment.

                   4.5.           Letters of Credit.  If on the stated 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
                             with the Agent an amount of cash, or

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

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





                                    -37-
<PAGE>   47

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 a time
when no Default exists; provided, however, that if an Event of Default occurs
and the Credit Obligations become or are declared immediately due and payable,
the Agent may apply such cash, including any interest thereon, to the payment
of any of the Credit Obligations as provided in Section 10.5.6.

                   4.6.           Reborrowing; Application of Payments, etc.

                                  4.6.1.      Reborrowing.  The amounts of the
                             Revolving Loan prepaid pursuant to Section 4.4 may
                             be reborrowed from time to time prior to the Final
                             Maturity Date in accordance with Section 2.1,
                             subject to the limits set forth therein.  No
                             portion of the Term Loan prepaid hereunder may be
                             reborrowed.

                                  4.6.2.      Order of Application.
                             Prepayments of the Loan made pursuant to Section
                             4.3.3 shall be applied to the Revolving Loan and
                             the Term Loan, pro rata according to the total of
                             Commitments in respect thereof at the time of such
                             prepayment.  Any Lender who does not wish to
                             receive a prepayment under Section 4.3.3 in
                             respect of such Lender's Percentage Interest in
                             the Term Loan must notify the Agent and the
                             Company within two banking Days after receipt of
                             notice of such proposed prepayment.  If any Lender
                             elects not to receive such prepayment of the Term
                             Loan, the portion of such prepayment that would
                             have been applied to the portion of the Term Loan
                             held by such Lender shall instead be applied (i)
                             first to the repayment of the Revolving Loan,
                             until there is no outstanding principal amount of
                             the Revolving Loan, and (ii) then any amount
                             remaining shall be applied to the prepayment of
                             the Term Loan, pro rata in accordance with the
                             respective Percentage Interests in the Term Loan
                             of all the Lenders.  Prepayments of the Term Loan
                             made pursuant to Sections 4.3.3 and 4.4 shall be
                             applied first to the payment of the amount of
                             principal of the Term Loan owing at the Final
                             Maturity Date, and then to the prepayments of the
                             Term Loan required by Section 4.2 in the inverse
                             order of the maturity thereof.  Any prepayment of
                             a portion of the Loan shall be applied first to
                             the portion of the Loan not then subject to
                             Eurodollar Pricing Options, then the balance of
                             any such prepayment shall be applied to the
                             portion of the Loan then subject to Eurodollar
                             Pricing Options, in the chronological order of the
                             respective maturities thereof, together with any
                             payments required by Section 3.2.4.

                                  4.6.3.      Payment with Accrued Interest,
                             etc.  Upon all prepayments of the Term Loan, the
                             Borrower shall pay to the Agent the principal
                             amount to be prepaid together with unpaid interest
                             in respect thereof accrued to the date of
                             prepayment.  Notice of prepayment having been
                             given in accordance with Section 4.4, the amount
                             specified to be prepaid shall become due and
                             payable on the date specified for prepayment.





                                    -38-
<PAGE>   48

                                  4.6.4.      Payments for Lenders.  All
                             payments of principal of a portion of the Loan
                             shall be made to the Agent for the account of the
                             Lenders in accordance with the Lenders' respective
                             Percentage Interests in such portion of the Loan.

5.                 Conditions to Extending Credit.

                   5.1.           Conditions on Initial Closing Date.  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 Initial Closing Date,
of the conditions set forth in this Section 5.1 as well as the further
conditions in Section 5.3.  If the conditions set forth in this Section 5.1 and
5.3 are not met on or prior to the Initial Closing Date, the Lenders shall have
no obligation to make any extensions of credit hereunder.

                                  5.1.1.     Notes.  The Borrower shall have
                             duly executed and delivered to the Agent a
                             Revolving Note and a Term Note for each Lender.

                                  5.1.2.      Perfection of Security.  Each
                             Obligor shall have duly authorized, executed,
                             acknowledged, delivered, filed, registered and
                             recorded such security agreements, notices,
                             financing statements and other instruments as the
                             Agent may have  requested in order to perfect the
                             Liens contemplated pursuant to the Credit
                             Documents to be created in the Credit Security.
                             Each Obligor shall have duly authorized, executed,
                             acknowledged and delivered to the Agent a mortgage
                             on each real property owned by such Obligor and a
                             leasehold mortgage on each real property leased by
                             such Obligor, in each case in form and substance
                             satisfactory to the Agent, together with, for each
                             such real property:  (a) mortgage title insurance
                             with such insurer, in such amount, in such form
                             and with such exceptions as are reasonably
                             satisfactory to the Agent and (b) an environmental
                             site assessment report in such form, with such
                             conclusions and from such environmental
                             engineering firm as are reasonably satisfactory to
                             the Agent.

                                  5.1.3.      Legal Opinions.  On the Initial
                             Closing Date, the Lenders shall have received from
                             the following counsel their respective opinions
                             with respect to the transactions contemplated by
                             the Credit Documents, which opinions shall be in
                             form and substance satisfactory to the Required
                             Lenders:

                                  (a)      Greenberg Traurig Hoffman Lipoff
                             Rosen & Quentel, P.A., special counsel for the
                             Obligors.

                                  (b)      Ropes & Gray, special counsel for
the Agent.

                   The Obligors authorize and direct its counsel to furnish the
foregoing opinions.





                                    -39-
<PAGE>   49

                                  5.1.4.      Payment of Fee.  The Borrower
                             shall have paid to the Agent (a) for the Lenders'
                             accounts a facility fee in accordance with the
                             separate letter agreements with the Lenders and
                             (b) the reasonable fees and disbursements of the
                             Agent's special counsel for which statements have
                             been rendered on or prior to the Initial Closing
                             Date.

                   5.2.           Conditions to Making Each Permitted
Acquisition Advance.  The Lenders' several obligations to make any loan
contemplated by Section 2.1 or 2.2, the proceeds of which will be applied to a
Permitted Acquisition, shall be subject to the satisfaction, on or before the
date of consummation of the proposed Permitted Acquisition, of the following
conditions, as well as the further conditions set forth in Section 5.3:

                                  5.2.1.      Permitted Acquisition.  Other
                             than as consented to by the Required Lenders in
                             writing:

                                  (a)      The Acquisition Agreement relating
                             to such Permitted Acquisition shall have been
                             delivered to the Agent.

                                  (b)      The provisions of the Acquisition
                             Agreement relating to such Permitted Acquisition
                             shall not have been amended, modified, waived or
                             terminated in any material respect from the form
                             of such Agreement delivered to the Agent pursuant
                             to clause (a) and any amendment, modification or
                             waiver shall have been delivered to the Agent.

                                  (c)      All of the representations and
                             warranties of the Sellers set forth in such
                             Acquisition Agreement shall be complete and
                             correct in all material respects on and as of the
                             Closing Date with the same force and effect as
                             though made on and as of such date.

                                  (d)      All of the other conditions to the
                             obligations of the Borrower set forth in such
                             Acquisition Agreement shall have been satisfied or
                             waived by each of the other parties to such
                             Acquisition Agreement.

                                  (e)      Any material consent, authorization,
                             order or approval of any Person required in
                             connection with the transactions contemplated by
                             such Acquisition Agreement shall have been
                             obtained and shall be in full force and effect.

                                  (f)      All of the items required to be
                             delivered under such Acquisition Agreement shall
                             have been so delivered.

                                  (g)      The Borrower shall furnish to the
                             Agent computations demonstrating compliance with
                             Section 6.9.5, certified by a Financial Officer of
                             the Borrower.





                                    -40-
<PAGE>   50

                                  (h)      Contemporaneously with or
                             immediately after the making by the Lenders of the
                             extension of credit hereunder, the Agent shall
                             have received a certificate of a Financial Officer
                             of the Borrower to the effect that (A) the initial
                             closing has occurred under such Acquisition
                             Agreement and (B) each of the conditions set forth
                             in this Section 5.2.1 has been satisfied.

                                  5.2.2.      Notes and Credit Documents;
                             Merger.  Contemporaneously with or immediately
                             after such Permitted Acquisition, such Acquired
                             Party shall either (a) execute and deliver to the
                             Agent a Joinder Agreement to the Credit Agreement
                             in the form of Exhibit 5.2.2 or (b) be merged with
                             and into the Borrower or one of its Subsidiaries,
                             in which case the Agent shall have received a
                             certificate of a Financial Officer of the Company
                             to the effect that the merger of such Acquired
                             Party with and into such entity has been
                             consummated.

                                  5.2.3.      Legal Opinions.  On the date of
                             any Permitted Acquisition the Lenders shall have
                             received from counsel reasonably satisfactory to
                             the Agent in a form and substance reasonably
                             satisfactory to the Agent (a) an opinion with
                             respect to the transactions contemplated by the
                             Acquisition Agreement, and (b) if the Purchase
                             Price for such Permitted Acquisition exceeds
                             $10,000,000, an opinion with respect to the
                             addition of the Acquired Party as a Guarantor
                             under this Agreement and the other Credit
                             Documents.

                   5.3.           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:

                                  5.3.1.      Officer's Certificate.  The
                             representations and warranties contained in
                             Sections 7 and 10.3 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); 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, 1996; and
                             the Borrower 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 5.3.1, signed by a Financial
                             Officer.

                                  5.3.2.      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 Borrower is
                             required to reimburse the Lenders under Section
                             3.6), (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 required by
                             law.





                                    -41-
<PAGE>   51


                                  5.3.3.      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 Obligors.  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.

                                  5.3.4.      General.  All legal and corporate
                             proceedings in connection with the transactions
                             contemplated by this Agreement 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 By-Laws of the Borrower and the other
                             Obligors, records of corporate proceedings,
                             certificates as to signatures and 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 Borrower and its
Subsidiaries 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 Borrower and its Subsidiaries 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
                             Borrower and its Subsidiaries 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
                             Borrower and its Subsidiaries Obligors shall
                             promptly pay when due, or in conformity with
                             customary trade terms, all other Indebtedness,
                             including accounts payable, incident to the
                             operations of such





                                    -42-
<PAGE>   52

                             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 Borrower
                             and its Subsidiaries shall engage only in the
                             business of (a) providing pathology services,
                             laboratory services (including full service
                             clinical and anatomical pathology laboratory
                             services) and (b) other activities and services
                             related thereto.

                                  6.2.2.      Maintenance of Properties.  Each
                             of the Borrower and its Subsidiaries:

                                  (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 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 6.11; 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
                             6.11.

                                  6.2.3.      Statutory Compliance.  Each of
                             the Borrower and its Subsidiaries shall comply in
                             all material respects with all valid and
                             applicable statutes, laws, ordinances, zoning and
                             building codes and other rules and regulations of
                             the United States of America, of the states and
                             territories thereof and their counties,
                             municipalities and other subdivisions and of any
                             foreign country or other jurisdictions applicable
                             to such Person, 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 has
                             not resulted, or does not create a material risk
                             of resulting, in the aggregate in any Material
                             Adverse Change.

                                  6.2.4.      No Subsidiaries.  The Borrower
                             shall not form or suffer to exist any Subsidiary,
                             except for such Subsidiaries as shall have
                             executed and delivered to the





                                    -43-
<PAGE>   53

                             Agent either (a) this Agreement and each other
                             applicable Credit Document as of the Initial
                             Closing Date or (b) a Joinder Agreement in the
                             form of Exhibit 5.2.2 pursuant to which such
                             Subsidiary shall have become a Guarantor
                             hereunder.

                                  6.2.5.      Compliance with Material
                             Agreements.  Each of the Borrower and its
                             Subsidiaries 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).  Except
                             with respect to Acquisition Agreements, 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.
                             Each of the Borrower and its Subsidiaries shall
                             maintain with financially sound and reputable
                             insurers 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.  Each of the
                             Borrower and its Subsidiaries shall keep its
                             assets which are of an insurable character insured
                             by financially sound and reputable insurers
                             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.

                                  6.3.3.      Liability Insurance.  Each of the
                             Borrower and its Subsidiaries shall maintain with
                             financially sound and reputable insurers 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.

                                  6.3.4.      Key Executive Life Insurance.
                             The Borrower and its Subsidiaries shall maintain
                             with financially sound and reputable insurers life
                             insurance policies on each of E.G. Poulos, M.J.
                             Demaray and A.P. Kowalczyk in an amount of at
                             least





                                    -44-
<PAGE>   54

                             $2,000,000 each in form satisfactory to the Agent,
                             and, on each doctor employed by the Borrower or
                             any of its Subsidiaries in an amount not less than
                             and in the form of any life insurance policy
                             maintained by the Borrower and its Subsidiaries on
                             such individual as of or immediately prior to the
                             Initial Closing Date.

                                  6.3.5.      Flood Insurance.  Each of the
                             Borrower and its Subsidiaries shall at all times
                             keep each parcel of real property owned or leased
                             by it which is (a) included in the Credit
                             Security, (b) in an area determined by the
                             Director of the Federal Emergency Management
                             Agency to be subject to special flood hazard and
                             (c) in a community participating in the National
                             Flood Insurance Program, insured against such
                             special flood hazards in an amount equal to the
                             maximum limit of coverage available for the
                             particular type of property under the federal
                             National Flood Insurance Act of 1968.

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

                                  6.4.1.      Annual Reports.  The Borrower
                             shall furnish to the Agent as soon as available,
                             and in any event within 120 days after the end of
                             each fiscal year, the Consolidated and
                             Consolidating balance sheets of the Borrower and
                             its Subsidiaries as at the end of such fiscal
                             year, the Consolidated and Consolidating
                             statements of income and Consolidated statements
                             of changes in shareholders' equity and of cash
                             flows of the Borrower 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 independent
                             certified public accountants of recognized
                             national standing reasonably satisfactory to the
                             Agent, containing no material uncertainty and
                             without any Impermissible Reference, 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 Borrower 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 Borrower 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





                                    -45-
<PAGE>   55

                             through 6.21 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
                             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 Borrower signed
                             by a Financial Officer 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
                             the Borrower has taken, is taking or proposes to
                             take with respect thereto.

                                  (d)      Computations by the Borrower
                             comparing the financial statements referred to
                             above with the most recent budget for such fiscal
                             year furnished to the Agent in accordance with
                             Section 6.4.4.

                                  (e)      Computations by the Borrower
                             demonstrating, as of the end of such fiscal year,
                             compliance with the Computation Covenants,
                             certified by a Financial Officer.

                                  (f)      Calculations, as at the end of such
                             fiscal year, of (i) the Accumulated Benefit
                             Obligations for each Plan covered by Title IV of
                             ERISA (other than Multiemployer Plans) and (ii)
                             the fair market value of the assets of such Plan
                             allocable to such benefits.

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

                                  (h)      In the event of a change in GAAP
                             after the Initial Closing Date, computations by
                             the Borrower, certified by a Financial Officer,
                             reconciling the financial statements referred to
                             above with financial statements prepared in
                             accordance with GAAP as applied to the other
                             covenants in Section 6 and related definitions.

                                  6.4.2.      Quarterly Reports.  The Borrower
                             shall furnish to the Agent as soon as available
                             and, in any event, within 45 days after the end of
                             each of the first three fiscal quarters of the
                             Borrower, the internally prepared Consolidated and
                             Consolidating balance sheets of the Borrower and
                             its Subsidiaries as of the end of such fiscal
                             quarter, the Consolidated and Consolidating
                             statements of income and Consolidated statements
                             of changes in shareholders' equity and of cash
                             flows of the Borrower and its Subsidiaries for
                             such fiscal quarter and for the portion of the
                             fiscal year then ended (all





                                    -46-
<PAGE>   56

                             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 Borrower signed
                             by a Financial Officer to the effect that such
                             financial statements have been prepared in
                             accordance with GAAP and present fairly, in all
                             material respects, the financial position of the
                             Borrower and its Subsidiaries covered thereby at
                             the dates thereof and the results of their
                             operations for the periods covered thereby,
                             subject only to normal year-end audit adjustments
                             and the addition of footnotes.

                                  (b)      A certificate of the Borrower signed
                             by a Financial Officer 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 the
                             Borrower has taken, is taking or proposes to take
                             with respect thereto.

                                  (c)      Computations by the Borrower
                             comparing the financial statements referred to
                             above with the most recent budget for the period
                             covered thereby furnished to the Agent in
                             accordance with Section 6.4.4.

                                  (d)      Computations by the Borrower
                             demonstrating, as of the end of such quarter,
                             compliance with the Computation Covenants,
                             certified by a Financial Officer.

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

                                  (f)      In the event of a change in GAAP
                             after the Initial Closing Date, computations by
                             the Borrower, certified by a Financial Officer,
                             reconciling the financial statements referred to
                             above with financial statements prepared in
                             accordance with GAAP as applied to the other
                             covenants in Section 6 and related definitions.

                                  6.4.3.      Monthly Reports.  The Borrower
                             shall furnish to the Agent as soon as available
                             and, in any event, within 30 days after the end of
                             each month, a certificate of a Financial Officer
                             of the Borrower supplying computations of the
                             Borrowing Base at the beginning of such month and
                             certifying that such computations were based on
                             the monthly reports prepared in accordance with
                             GAAP.





                                    -47-
<PAGE>   57


                                  6.4.4.      Other Reports.  The Borrower 
                             shall promptly furnish to the Agent:

                                  (a)      As soon as prepared and in any event
                             prior to the beginning of each fiscal year, an
                             annual budget and operating projections for such
                             fiscal year of the Borrower and its Subsidiaries,
                             prepared in a manner consistent with the manner in
                             which the financial projections described in
                             Section 7.2.1 were prepared.

                                  (b)      Any material updates of such budget
                             and projections.

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

                                  (d)      All budgets, projections, statements
                             of operations and other reports furnished
                             generally to the shareholders of the Borrower.

                                  (e)      As soon as practicable but, in any
                             event, within 20 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 Borrower or any of
                             its Subsidiaries with the Securities and Exchange
                             Commission.

                                  (f)      Any 90-day letter or 30-day letter
                             from the federal Internal Revenue Service (or the
                             equivalent notice received from state or other
                             taxing authorities) asserting tax deficiencies
                             against the Borrower or any of its Subsidiaries.

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

                                  (h)      The financial and operational
                             projections for the Borrower and its Subsidiaries
                             on a Consolidated and Consolidating basis.

                                  6.4.5.      Notice of Litigation, Defaults,
                             etc.  Each of the Borrower and its Subsidiaries
                             shall promptly furnish to the Agent 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 the Borrower or any
                             of its Subsidiaries of more than $100,000 or (b)
                             which results, or creates a material risk of
                             resulting, in a Material Adverse Change.  Within
                             five Banking Days after acquiring knowledge
                             thereof, the Borrower shall notify the Lenders of
                             the existence of any Default or Material Adverse
                             Change, specifying the nature thereof and what
                             action the Borrower or such Subsidiary has taken,
                             is taking or proposes to take with respect
                             thereto.





                                    -48-
<PAGE>   58


                                  6.4.6.      ERISA Reports.  Each of the
                             Borrower and its Subsidiaries shall furnish to the
                             Agent 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,

                                  (b)      any reportable event (as defined in
                             section 4043 of ERISA), unless the notice
                             requirement with respect thereto has been waived
                             by regulation,

                                  (c)      any notice received by any ERISA
                             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,

                                  (d)      notice of the possibility of the
                             termination of any Plan by its administrator
                             pursuant to section 4041 of ERISA, and

                                  (e)      notice of the intention of any ERISA
                             Group Person to withdraw, in whole or in part,
                             from any Multiemployer Plan.

                                  6.4.7.      Other Information; Audit.  From
                             time to time at reasonable intervals upon request
                             of any authorized officer of the Agent, each of
                             the Borrower and its Subsidiaries shall furnish to
                             the Agent such other information regarding the
                             business, assets, financial condition, income or
                             prospects of the Borrower and its Subsidiaries as
                             such officer may reasonably request, including
                             copies of all tax returns, licenses, agreements,
                             leases and instruments to which any of the
                             Borrower and its Subsidiaries is party.  The
                             Agent's 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 Borrower
                             and its Subsidiaries, to make copies and notes
                             therefrom for the purpose of ascertaining
                             compliance with or obtaining enforcement of this
                             Agreement or any other Credit Document.  The
                             Agent, upon reasonable advance notice, may
                             undertake to have the Borrower and its
                             Subsidiaries reviewed by the Agent's commercial
                             financial examiners and fixed asset appraisers.
                             The Borrower shall bear the reasonable expenses
                             related to one such review annually unless an
                             Event of Default has occurred and is continuing in
                             which event the Borrower shall bear all reasonable
                             expenses of any reasonable number of reviews.

                   6.5.           Certain Financial Tests.

                                  6.5.1.      Minimum Net Income.  On the last
                             day of each fiscal quarter of the Borrower,
                             Consolidated Net Income for the fiscal quarter
                             then ending shall be at least $1.00.





                                    -49-
<PAGE>   59


                                  6.5.2.      Consolidated Senior Debt
                             Coverage.  At all times set forth in the table
                             below, Consolidated Senior Debt shall not exceed
                             the percentage of Consolidated Adjusted EBITDA
                             indicated in the table below for the period of
                             four consecutive fiscal quarters most recently
                             ended:

<TABLE>
<CAPTION>
                        Period                                         Percentage
                        ------                                         ----------
            <S>                                                            <C>
            Initial Closing Date through March 31, 1998                    400%
            April 1, 1998 through March 31, 1999                           350%
            April 1, 1999 and thereafter                                   300%
</TABLE>

                                  6.5.3.      Consolidated Total Debt Coverage.
                          At all times set forth in the table below, the amount
                          of (a) Consolidated Total Debt minus (b) that portion
                          of the outstanding principal amount of any Contingent
                          Notes to the extent that such portion is not required
                          to be reflected on the financial statements of the
                          Borrower in accordance with GAAP, shall not exceed
                          the percentage of Consolidated Adjusted EBITDA
                          indicated in the table below for the period of four
                          consecutive fiscal quarters most recently ended:

<TABLE>
<CAPTION>
                        Period                                         Percentage
                        ------                                         ----------
            <S>                                                            <C>
            Initial Closing Date through March 31, 1999                    450%
            April 1, 1999 and thereafter                                   400%
</TABLE>

                                  6.5.4.      Consolidated Interest Expense.
                          On the last day of each fiscal quarter of the
                          Borrower (a) ending on or prior to March 31, 1998,
                          Consolidated Adjusted EBITDA for the period of four
                          consecutive fiscal quarters then ending shall be at
                          least 275% of the Annualized Interest Expense for
                          such period and (b) ending after March 31, 1998,
                          Consolidated Adjusted EBITDA for the period of four
                          consecutive fiscal quarters then ending shall be at
                          least 300% of the Annualized Interest Expense for
                          such period.

                                  6.5.5.      Consolidated Operating Cash Flow.
                          On the last day of each fiscal quarter of the
                          Borrower, Consolidated Operating Cash Flow for the
                          period of four consecutive fiscal quarters then
                          ending shall be at least 125% of Consolidated Total
                          Debt Service for such period.

                 6.6.             Indebtedness.  Neither the Borrower nor any
of its Subsidiaries 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.





                                     -50-
<PAGE>   60


                                  6.6.2.      Guarantees permitted by Section
                          6.7.

                                  6.6.3.      Current liabilities, other than
                          Financing Debt, incurred in the ordinary course of
                          business.

                                  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 or any of its
                          Subsidiaries 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), the
                          Borrower or such Subsidiary shall have taken
                          appropriate reserves therefor in accordance with GAAP
                          and execution of such judgment or award shall not be
                          levied.

                                  6.6.7.      To the extent permitted by
                          Section 6.8.9, Indebtedness in respect of Capitalized
                          Lease Obligations or secured by purchase money
                          security interests; provided, however, that the 
                          aggregate principal amount of all Indebtedness 
                          permitted by this Section 6.6.7 at any one time 
                          outstanding shall not exceed $1,000,000.

                                  6.6.8.      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 and its Subsidiaries is in compliance with
                          Section 6.17.

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

                                  6.6.10.      Indebtedness relating to
                          deferred gains and deferred taxes arising in
                          connection with sale of assets permitted under
                          Section 6.11.

                                  6.6.11.      Indebtedness in respect of
                          inter-company loans and advances among the Borrower
                          and its Subsidiaries which are not prohibited by
                          Section 6.9.





                                     -51-
<PAGE>   61

                          6.6.12.      Indebtedness that is not payable before
                 the Final Maturity Date with respect to mandatory redemption
                 or dividend rights relating to the Company's Series A
                 Preferred Stock.

                          6.6.13.      Contingent Notes.

                          6.6.14.      Indebtedness to the extent set forth on
                 Exhibit 6.6.

                 6.7.     Guarantees; Letters of Credit.  Neither the Borrower
nor any of its Subsidiaries 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.      Letters of Credit and Guarantees of the
                 Credit Obligations.

                          6.7.2.      Guarantees by the Borrower of
                 Indebtedness incurred by its Subsidiaries and permitted by
                 Section 6.6.

                          6.7.3.      Guarantees by the Borrower of the
                 obligations of its Subsidiaries under employment agreements
                 between such Subsidiary and its employees.

                 6.8.     Liens.  Neither the Borrower nor any of its
Subsidiaries 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 on the Credit Security 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 Financing Debt) or leases, (d) to secure
                 statutory obligations or surety or appeal bonds, (e) to secure
                 indemnity, performance or other similar bonds in the 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





                                    -52-
<PAGE>   62

                 contested in good faith by the Borrower or any Subsidiary in
                 appropriate proceedings (so long as the Borrower or such
                 Subsidiary 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 the Borrower or any
                 Subsidiary.

                          6.8.7.      Restrictions under federal and state
                 securities laws on the transfer of securities.

                          6.8.8.      Restrictions under Foreign Trade
                 Regulations on the transfer or licensing of certain assets of
                 the Borrower and its Subsidiaries.

                          6.8.9.      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, 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 6.8.9
                 shall not exceed the amount permitted by Section 6.6.7.

                          6.8.10.      Other Liens and Capitalized Lease
                 Obligations on the property secured by such Liens or the
                 subject of such Capitalized Lease as set forth on Exhibit 6.8
                 and any renewals thereof, but not any increase in the amount
                 thereof.

                 6.9.     Investments and Permitted Acquisitions. Neither the
Borrower nor any of its Subsidiaries shall have outstanding, acquire, commit
itself to acquire or hold any Investment (including any Investment consisting
of the Permitted Acquisition of any business) except for the following:

                          6.9.1.      Cash Investments of the Borrower in its
                 Subsidiaries.





                                    -53-
<PAGE>   63

                          6.9.2.      Intercompany loans and advances from the
                 Borrower and its Subsidiaries to any Subsidiary but in each
                 case only to the extent reasonably necessary for Consolidated
                 tax planning and working capital management.

                          6.9.3.      Investments in Cash Equivalents.

                          6.9.4.      Guarantees permitted by Section 6.7.

                          6.9.5.      Investments constituting 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 that the Borrower would be permitted to engage in
                 under Section 6.2.1; provided, however, that:

                          (a)      not less than 10 days prior to the
                 consummation of such acquisition, the Agent shall have
                 received any report, analysis and other documentation with
                 respect to such acquisition, produced by such independent due
                 diligence firm as approved by the Agent.

                          (b)      immediately before and after giving effect
                 to such acquisition, no Default shall exist;

                          (c)      the Purchase Price for such acquisition does
                 not exceed $10,000,000, unless the terms and the documentation
                 relating to such acquisition is satisfactory to the Required
                 Lenders, as specified in writing to the Borrower; and

                          (d)      before such acquisition, the Agent shall
                 have received computations, certified by a Financial Officer
                 of the Borrower, showing

                                  (i)      pro forma compliance as of the date
                          of such acquisition with the financial tests set
                          forth in Section 6.5 (other than Section 6.5.5) ,
                          after giving effect to any increases in Financing
                          Debt incurred in connection with such acquisition and
                          adding to the financial statements most recently
                          delivered to the Agent the Pro Forma EBITDA of the
                          Acquired Party for the most recently completed period
                          of four consecutive fiscal quarters,

                                  (ii)      that the Financing Debt component
                          of the consideration for such acquisition does not
                          exceed the sum of 450% of the Pro Forma EBITDA of the
                          Acquired Party for the most recently completed period
                          of four consecutive fiscal quarters plus the cash and
                          Cash Equivalents of the Acquired Party.

                 Each Lender shall be deemed to have approved any non-GAAP
                 adjustments used in such certified calculation of the Pro
                 Forma EBITDA unless, within five Banking Days after the
                 Company (via the Agent) gives notice to such Lender of the
                 proposed Pro





                                    -54-
<PAGE>   64

                 Forma EBITDA calculations showing such non-GAAP adjustments,
                 such Lender has given notice to the Company and the Agent of
                 its objection to such non-GAAP adjustments.

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

                 6.10.    Distributions.  Neither the Borrower nor any of its
Subsidiaries shall make any Distribution except for the following:

                          6.10.1.      Subsidiaries of the Borrower may make
                 Distributions to the Borrower or any other Subsidiary of the
                 Borrower.

                          6.10.2.      Distributions consisting of Investments
                 permitted by Sections 6.9.1 and 6.9.2.

                          6.10.3.      Distributions in respect of the
                 redemption of capital stock of the Company from employees of
                 the Borrower or any of its Subsidiaries; provided, however,
                 that the amount of all such Distributions shall not exceed
                 $50,000 in the aggregate in any fiscal year.

                          6.10.4.      Distributions on Subordinated
                 Indebtedness to the extent permitted by a Subordination
                 Agreement or such other documentation relating to Subordinated
                 Indebtedness that has been approved by the Agent.

                          6.10.5.      Distributions consisting of the
                 principal of, premium, if any, and interest on the 8%
                 Non-Negotiable Senior Subordinated Notes due December 31, 1998
                 issued pursuant to the Asset Purchase Agreement dated January
                 1, 1994 (the "8% Senior Subordinated Notes") and the 10%
                 Junior Subordinated Notes due December 31, 2001 issued
                 pursuant to the Series A Preferred Stock, Common Stock and
                 Junior Subordinated Note Purchase Agreement dated January 1,
                 1994 (the "10% Junior Subordinated Notes"), so long as
                 immediately before and after giving effect to such
                 Distribution, no Default shall exist.

                 6.11.    Asset Dispositions and Mergers.  Except as otherwise
set forth in Exhibit 6.11, neither the Borrower nor any of its Subsidiaries
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:

                          6.11.1.     So long as immediately prior to and after
                 giving effect thereto there shall exist no Default, the
                 Borrower and any of its Subsidiaries may sell or otherwise
                 dispose of:  (a) inventory in the ordinary course of business;
                 (b) tangible assets to be





                                    -55-
<PAGE>   65

                 replaced in the ordinary course of business within 12 months
                 by other assets of equal or greater value; (c) tangible assets
                 no longer used or useful in the business of the Borrower or
                 such Subsidiary; 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
                 $500,000 in any fiscal year; and (d) the portion of the assets
                 acquired from Gulf Coast Pathology Associates, Inc. that
                 comprise the operations of two clinical laboratories.

                          6.11.2.      Any Subsidiary may merge or be
                 liquidated into the Borrower or any other Subsidiary of the
                 Borrower so long as after giving effect to any such merger to
                 which the Borrower is a party the Borrower shall be the
                 surviving or resulting Person.

                 6.12.    Lease Obligations.  Neither the Borrower nor any of
its Subsidiaries shall be or become obligated as lessee under any lease except:

                          6.12.1.      Capitalized Leases permitted by Sections
                 6.6.7 and 6.8.9.

                          6.12.2.      Leases other than Capitalized Leases;
                 provided, however, that the aggregate fixed rental obligations
                 for any year (excluding payments required to be made by the
                 lessee in respect of taxes and insurance whether or not
                 denominated as rent) shall not exceed $2,000,000.

                 6.13.    Issuance of Stock by Subsidiaries; Subsidiary
Distributions.

                          6.13.1.      Issuance of Stock by Subsidiaries of the
                 Company.  No Subsidiary shall issue or sell any shares of its
                 capital stock or other evidence of beneficial ownership to any
                 Person other than the Borrower or any other Wholly-Owned
                 Subsidiary of the Borrower, which shares shall have been
                 pledged to the Agent as part of the Credit Security; provided,
                 however, that (i) in the event that applicable state law or
                 regulation prohibits the Company from directly holding the
                 capital stock of a medical practice that is a Subsidiary of
                 the Company, such shares may be issued or sold to a trust or
                 similar entity controlled solely by the Borrower or a
                 Wholly-Owned Subsidiary of the Borrower and (ii) James E.
                 Dunnington, M.D. may hold one share of AmeriPath Kentucky,
                 Inc., so long as the Shareholders' Agreement among Dr.
                 Dunnington, the Company and AmeriPath Kentucky, Inc. remains
                 in full force and effect.

                          6.13.2.      No Restrictions on Subsidiary
                 Distributions.  Except for this Agreement and the Credit
                 Documents, neither the Borrower nor any of its Subsidiaries
                 shall enter into or be bound by any agreement (including
                 covenants requiring the maintenance of specified amounts of
                 net worth or working capital) restricting the right of any
                 Subsidiary to make Distributions or extensions of credit to
                 the Borrower (directly or indirectly through another
                 Subsidiary).





                                    -56-
<PAGE>   66

                 6.14.    Voluntary Prepayments of Other Indebtedness.  Neither
the Borrower nor any of its Subsidiaries shall make any voluntary prepayment of
principal of or interest on any Financing Debt (other than the Credit
Obligations) or make any voluntary redemptions or repurchases of Financing Debt
(other than the Credit Obligations) without the prior written consent of the
Required Lenders; provided, however that the Borrower may make a voluntary
prepayment of the principal of, premium, if any, and interest on the 8% Senior
Subordinated Notes and the 10% Junior Subordinated Notes, so long as
immediately before and after giving effect to such payment, no Default shall
exist.

                 6.15.    Derivative Contracts.  Neither the Borrower nor any
of its Subsidiaries shall enter into any Interest Rate Protection Agreement,
foreign currency exchange contract or other financial or commodity derivative
contracts except to provide hedge protection for an underlying economic
transaction in the ordinary course of business.

                 6.16.    Negative Pledge Clauses. Neither the Borrower nor any
of its Subsidiaries shall enter into any agreement, instrument, deed or lease
which prohibits or limits the ability of such Obligor to create, incur, assume
or suffer to exist any Lien upon any of their respective properties, assets or
revenues, whether now owned or hereafter acquired, or which requires the grant
of any collateral for such obligation if collateral is granted for another
obligation, except the following:

                          6.16.1.      This Agreement and the other Credit
                 Documents.

                          6.16.2.      Covenants in documents creating Liens
                 permitted by Section 6.8 prohibiting further Liens on the
                 assets encumbered thereby.

                 6.17.    ERISA, etc.  Each of the Borrower and its
Subsidiaries shall comply, and shall cause all ERISA Group Persons to comply,
in all material respects, with the provisions of ERISA and the Code applicable
to each Plan.  Each of the Borrower and its Subsidiaries shall meet, and shall
cause all ERISA 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 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.  The Borrower and
its Subsidiaries shall not withdraw, and shall cause all other ERISA Group
Persons not to withdraw, in whole or in part, from any Multiemployer Plan so as
to give rise to withdrawal liability exceeding $250,000 in the aggregate.  At
no time shall the actuarial present value of unfunded liabilities for
post-employment health care benefits, whether or not provided under a Plan,
calculated in a manner consistent with Statement No. 106 of the Financial
Accounting Standards Board, exceed $500,000.





                                    -57-
<PAGE>   67

                 6.18.    Transactions with Affiliates.  Except with respect to
transactions set forth on Exhibit 6.18, neither the Borrower nor any of its
Subsidiaries shall effect any transaction with any of their respective
Affiliates (except for the Borrower and its Subsidiaries) on a basis less
favorable to the Borrower and its Subsidiaries than would be the case if such
transaction had been effected with a non-Affiliate.

                 6.19.    Interest Rate Protection. Within 90 days after the
Initial Closing Date, the Borrower shall obtain and keep in effect one or more
Interest Rate Protection Agreements, each in form and substance reasonably
satisfactory to the Agent, covering at least $30,000,000, in each case for an
aggregate period of not less than two years.

                 6.20.    Environmental Laws.

                          6.20.1.      Compliance with Law and Permits.  Each
                 of the Borrower and its Subsidiaries shall use and operate all
                 of their respective 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.

                          6.20.2.      Notice of Claims, etc.  Each of the
                 Borrower and its Subsidiaries 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.

                 6.21.    Capital Expenditures.  The Borrower and its
Subsidiaries will not make Capital Expenditures in any fiscal year which in the
aggregate exceed 4% of the net revenues of the Borrower and its Subsidiaries on
a Consolidated basis as determined in accordance with GAAP, for such fiscal
year, other than with respect to the purchase of assets in connection with a
Permitted Acquisition.

7.               Representations and Warranties.  In order to induce the
Lenders to extend credit to the Borrower hereunder, each of the Borrower and
its Subsidiaries 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 Borrower.  The Borrower is a duly
                 organized and validly existing corporation, in good standing
                 under the laws of Delaware 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) grant the Agent for the benefit of the





                                    -58-
<PAGE>   68

                 Lenders the security interests in the Credit Security owned by
                 it to secure 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 By-laws
                 of the Borrower 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 jurisdiction of
                 incorporation of the Borrower, (ii) the address of the
                 Borrower's principal executive office and chief place of
                 business, (iii) each name, including any trade name, under
                 which the Borrower conducts its business and (iv) the
                 jurisdictions in which the Borrower keeps tangible personal
                 property.

                          7.1.2.      Subsidiaries.  Each Subsidiary of the
                 Borrower 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, (c) grant the Lenders
                 the security interest in the Credit Security owned by such
                 Subsidiary to secure the Credit Obligations and (d) own its
                 properties and carry on the business now conducted or proposed
                 to be conducted by it.  Certified copies of the Charter and
                 By-laws of each Subsidiary of the Borrower 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 organization of each
                 Subsidiary of the Borrower, (ii) the address of the chief
                 executive office and principal place of business of each such
                 Subsidiary, (iii) each name under which each such Subsidiary
                 conducts its business; (iv) each jurisdiction in which each
                 such Subsidiary keeps tangible personal property, and (v) the
                 number of authorized and issues shares and ownership of each
                 such Subsidiary.

                          7.1.3.      Qualification.  Each of the Borrower and
                 its Subsidiaries is duly and legally qualified to do business
                 as a foreign corporation or other entity 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 create a material
                 risk of resulting, in any Material Adverse Change.

                          7.1.4.      Capitalization.  No options, warrants,
                 conversion rights, preemptive rights or other statutory or
                 contractual rights to purchase shares of capital stock or
                 other





                                    -59-
<PAGE>   69

                 securities of any Subsidiary, now exist, nor has any
                 Subsidiary authorized any such right, nor is any Subsidiary
                 obligated in any other manner to issue shares of its capital
                 stock or other securities.  Attached as Exhibit 7.1.4. is a
                 list of the holders of all the outstanding capital stock of
                 the Borrower together with the number of shares so held.

                 7.2.     Financial Statements and Other Information; Material
Agreements.

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

                          (a)      The audited Consolidated balance sheets of
                 the Borrower and its Subsidiaries as of December 31, 1996 and
                 the audited statements of income, of changes in shareholders'
                 equity and of cash flows of the Borrower and its Subsidiaries
                 for the fiscal year of the Borrower then ended.

                          (b)      The unaudited balance sheets of the Borrower
                 and its Subsidiaries on a Consolidated basis as of March 31,
                 1997 and the unaudited statements of income, of changes in
                 shareholders' equity and of cash flows of the Company and its
                 Subsidiaries on a Consolidated basis for the portion of the
                 fiscal year then ended.

                          (c)      Calculations demonstrating pro forma
                 compliance with the Computation Covenants as of the end of the
                 most recent quarter, as applicable, preceding the date hereof.

                          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 Borrower and its Subsidiaries on a Consolidated basis
                 at the date thereof and the results of their operations for
                 the periods covered thereby.  The unaudited financial
                 statements referred to in clause (b) above were prepared in
                 accordance with GAAP and fairly present the financial position
                 of the Borrower and its Subsidiaries on a Consolidated basis
                 at the respective dates thereof and the results of their
                 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.  Neither the Borrower
                 nor any of its Subsidiaries has any known contingent liability
                 material to the Borrower and its Subsidiaries on a
                 Consolidated basis 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.

                          In the Borrower's judgment, the financial and
                 operational projections referred to in clause (c) above
                 constitute a reasonable basis as of the Initial Closing Date
                 for the assessment of the future performance of the Borrower
                 and its Subsidiaries during the periods indicated therein, it
                 being understood that any projected financial information





                                    -60-
<PAGE>   70

                 represents an estimate, based on various assumptions, of
                 future results of operations which may or may not in fact
                 occur.

                          7.2.2.      Material Agreements.  The Borrower has
                 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.     Agreements Relating to Financing Debt, Investments,
etc.  Exhibit 7.3, as from time to time hereafter supplemented in accordance
with Sections 6.4.1 and 6.4.2, sets forth (a) the amounts (as of the dates
indicated in Exhibit 7.3, as so supplemented) of all Financing Debt of the
Borrower and its Subsidiaries and all agreements which relate to such Financing
Debt, (b) all Liens and Guarantees with respect to such Financing Debt and (c)
all agreements which directly or indirectly require the Borrower or any
Subsidiary to make any Investment.  The Borrower has furnished the Lenders with
correct and complete copies of any agreements described in clauses (a), (b) and
(c) above requested by the Required Lenders.

                 7.4.     Changes in Condition.  Since December 31, 1996 no
Material Adverse Change has occurred and between December 31, 1996 and the date
hereof, except as set forth in Exhibit 7.4, neither the Borrower nor any of its
Subsidiaries 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.

                 7.5.     Title to Assets.  The Borrower and its Subsidiaries
have good and marketable title to, or rights to use under lease 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 and except for assets disposed of as permitted by Section 6.11.

                 7.6.     Operations in Conformity With Law, etc.  The
operations of the Borrower and its Subsidiaries as now conducted or proposed to
be conducted are not in violation of, nor is the Borrower or any of its
Subsidiaries 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.  Neither the Borrower nor any of its Subsidiaries has received
notice of any such violation or default or has knowledge of any basis on which
the operations of the Borrower or its Subsidiaries, 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.

                 7.7.     Litigation.  Except as otherwise set forth in Exhibit
7.7, no litigation, at law or in equity, or any proceeding before any court,
board or other governmental or administrative





                                    -61-
<PAGE>   71

agency or any arbitrator is pending or, to the knowledge of the Borrower or any
of its Subsidiaries, 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 the Borrower or any of Subsidiaries which has
resulted, or creates a material risk of resulting, in any Material Adverse
Change.

                 7.8.     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 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.

                 7.9.     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 agreement, instrument, deed or lease to which the
                 Borrower, any of its Subsidiaries or any other Obligor is a
                 party or by which it is bound, or of the Charter or By-laws of
                 the Borrower, any of its Subsidiaries or any other Obligor;

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

                          (d)      any redemption, retirement or other
                 repurchase obligation of the Borrower, any of its Subsidiaries
                 or any other Obligor under any Charter, By-law, agreement,
                 instrument, deed or lease.





                                    -62-
<PAGE>   72

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 the Borrower, any of its Subsidiaries or any
other Obligor in connection with the execution, delivery and performance of
this Agreement, the 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.

                 7.10.    Defaults.  Neither the Borrower nor any of its
Subsidiaries is in default under any provision of its Charter or By-laws or of
this Agreement or any other Credit Document.  Neither the Borrower nor any of
its Subsidiaries is in default under any provision of any agreement,
instrument, deed or lease to which it is party or by which it or its property
is bound.  Neither the Borrower nor any of its Subsidiaries 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.

                 7.11.    Licenses, etc.  The Borrower and its Subsidiaries
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 Borrower and its Subsidiaries as now
conducted by them.  All of the foregoing are in full force and effect in all
material respects, and each of the Borrower and its Subsidiaries 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 Borrower and its Subsidiaries 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.

                 7.12.    Tax Returns.  Each of the Borrower and its
Subsidiaries 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.  Neither the Borrower nor any of its
Subsidiaries knows of any material additional assessments or any basis
therefor.  Neither the Borrower nor any of its Subsidiaries reasonably believes
that the charges, accruals and reserves on the books of the Borrower and its
Subsidiaries in respect of taxes or other governmental charges are adequate.

                 7.13.    Certain Business Representations.

                          7.13.1.      Labor Relations.  No dispute or
                 controversy between the Borrower or any of its Subsidiaries
                 and any of their respective employees has resulted, or is





                                    -63-
<PAGE>   73

                 reasonably likely to result, in any Material Adverse Change,
                 and neither the Borrower nor any of its Subsidiaries
                 anticipates that its relationships with its unions or
                 employees will result, or are reasonably likely to result, in
                 any Material Adverse Change.  Each of the Borrower and its
                 Subsidiaries is in compliance in all material respects with
                 all federal and state laws with respect to (a)
                 non-discrimination in employment with which the failure to
                 comply, in the aggregate, has resulted, or creates a material
                 risk of resulting, in a Material Adverse Change and (b) the
                 payment of wages.

                          7.13.2.      Antitrust.   Each of the Borrower and
                 its Subsidiaries is in compliance in all material respects
                 with all federal and state antitrust laws relating to its
                 business and the geographic concentration of its business.

                          7.13.3.      Consumer Protection.   Neither the
                 Borrower nor any of its Subsidiaries is in violation of any
                 rule, regulation, order, or interpretation of any rule,
                 regulation or order of the Federal Trade Commission (including
                 truth-in-lending), with which the failure to comply, in the
                 aggregate, has resulted, or creates a material risk of
                 resulting, in a Material Adverse Change.

                          7.13.4.      Burdensome Obligations.  Neither the
                 Borrower nor any of its Subsidiaries is party to or bound by
                 any agreement, instrument, deed or lease or is subject to any
                 Charter, By-law or other restriction, commitment or
                 requirement which, in the opinion of the management of such
                 Person, is so unusual or burdensome as in the foreseeable
                 future to result, or create a material risk of resulting, in a
                 Material Adverse Change.

                          7.13.5.      Future Expenditures. Neither the
                 Borrower nor any of its Subsidiaries anticipate that the
                 future expenditures, if any, by the Borrower and its
                 Subsidiaries 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.

                 7.14.    Environmental Regulations.

                          7.14.1.      Environmental Compliance.  Each of the
                 Borrower and its Subsidiaries 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 Borrower and
                 its Subsidiaries 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 Borrower
                 and its Subsidiaries 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.





                                    -64-
<PAGE>   74


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

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

                          (b)      personal injury, wrongful death or other
                 tortious conduct relating to materials, commodities or
                 products used, generated, sold, transferred or manufactured by
                 any Obligor (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
                 Obligor of any Hazardous Material generated by any Obligor
                 whether or not occurring at or on a site owned, leased or
                 operated by any Obligor.

                          7.14.3.      Environmental Condition of Properties.
                 None of the properties owned or leased by any Obligor has been
                 used as a treatment, storage or disposal site, other than as
                 disclosed in Exhibit 7.14.  No Hazardous Material is present
                 in any real property currently or formerly owned or operated
                 by any Obligor except that which has not resulted, and does
                 not create a material risk of resulting, in a Material Adverse
                 Change.

                 7.15.    Pension Plans.  Each Plan (other than a Multiemployer
Plan) and, to the knowledge of each of the Borrower and its Subsidiaries, each
Multiemployer Plan is in material compliance with the applicable provisions of
ERISA and the Code.  Each Multiemployer Plan and each Plan that constitutes a
"defined benefit plan" (as defined in ERISA) are set forth in Exhibit 7.15.
Each ERISA 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 the
Borrower and each of its Subsidiaries, no Plan that is a Multiemployer Plan is
currently insolvent or in reorganization or has been terminated within the
meaning of ERISA.

                 7.16.    Acquisition Agreement, etc.  Each Acquisition
Agreement is a valid and binding contract as to the Borrower and each
Subsidiary party thereto and, to the best of the Borrower's knowledge, as to
the Sellers party thereto.  The Borrower is not in default in any material
respect of its obligations under any Acquisition Agreement and, to the best of
the 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 the Borrower set





                                    -65-
<PAGE>   75

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 the 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.

                 7.17.    Foreign Trade Regulations; Government Regulation;
Margin Stock.

                          7.17.1.      Foreign Trade Regulations.  Neither the
                 execution and delivery of this Agreement or any other Credit
                 Document, nor the making by the Borrower of any borrowings
                 hereunder, nor the guaranteeing of the Credit Obligations by
                 any Guarantor, nor the securing of the Credit Obligations with
                 the Credit Security, has constituted or resulted in or will
                 constitute or result in the violation of any Foreign Trade
                 Regulation.

                          7.17.2.      Government Regulation.  Neither the
                 Borrower nor any Subsidiary, nor any Person controlling the
                 Borrower or any of its Subsidiaries or under common control
                 with the Borrower or any of its Subsidiaries, is subject to
                 regulation under the Public Utility Holding Company Act of
                 1935, the Federal Power Act, the Investment Company Act, the
                 Interstate Commerce Act or any statute or regulation which
                 regulates the incurring by the Borrower or any of its
                 Subsidiaries of Financing Debt as contemplated by this
                 Agreement and the other Credit Documents.

                          7.17.3.      Margin Stock.  Neither the Borrower nor
                 any of its Subsidiaries owns any Margin Stock.

                 7.18.    Disclosure.  Neither this Agreement nor any other
Credit Document to be furnished to the Lenders by or on behalf of the Borrower
or any of its Subsidiaries 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 actually known to
Borrower or any of its Subsidiaries which has resulted, or in the future (so
far as the Borrower or any of its Subsidiaries 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.  The 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





                                    -66-
<PAGE>   76

                 same shall become due and payable, and such failure shall
                 continue for a period of three Banking Days, or (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.  The Borrower or any
                 of its Subsidiaries shall fail to perform or observe any of
                 the provisions of Section 6.4.5 or Sections 6.5 through 6.21.

                          8.1.3.      Other Covenants.  The Borrower, any of
                 its Subsidiaries or any other 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 Borrower or (b) a Financial Officer shall have
                 actual knowledge thereof.

                          8.1.4.      Representations and Warranties.  Any
                 representation or warranty of or with respect to the Borrower
                 or any of its Subsidiaries or any other 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, etc.

                          (a)      The Borrower or any of Subsidiaries shall
                 fail to make any payment when due (after giving effect to any
                 applicable grace periods) in respect of any Capitalized Lease
                 or in respect of any Financing Debt (other than the Credit
                 Obligations) outstanding in an aggregate amount of principal
                 (whether or not due) and accrued interest exceeding $250,000;

                          (b)      the Borrower or any of its Subsidiaries
                 shall fail to perform or observe the terms of any agreement or
                 instrument relating to any Capitalized Lease or any Financing
                 Debt (other than the Credit Obligations) outstanding in an
                 aggregate amount of principal (whether or not due) and accrued
                 interest exceeding $250,000, and such failure shall continue,
                 without having been duly cured, waived or consented to, beyond
                 the period of grace, if any, specified in such agreement or
                 instrument, and such failure shall permit the acceleration of
                 such Financing Debt or Capitalized Lease;

                          (c)      all or any part of any Financing Debt (other
                 than the Credit Obligations) outstanding in an aggregate
                 amount of principal (whether or not due) and accrued interest
                 exceeding $250,000 of the Borrower or any of its Subsidiaries
                 shall be





                                    -67-
<PAGE>   77

                 accelerated or shall become due or payable prior to its stated
                 maturity (except with respect to voluntary prepayments
                 thereof) for any reason whatsoever;

                          (d)      any Lien on any property of the Borrower or
                 any of its Subsidiaries securing any Financing Debt (other
                 than the Credit Obligations) outstanding in an aggregate
                 amount of principal (whether or not due) and accrued interest
                 exceeding $250,000 shall be enforced by foreclosure or similar
                 action; or

                          (e)      any holder of any Financing Debt (other than
                 the Credit Obligations) outstanding in an aggregate amount of
                 principal (whether or not due) and accrued interest exceeding
                 $250,000 shall exercise any right of rescission or put right
                 with respect thereto.

                          8.1.6.      Ownership; Liquidation; etc.  Except as
                 permitted by either Section 6.11 or Section 6.13:

                          (a)      the Borrower shall cease to own, directly or
                 indirectly, all the capital stock of each of its Subsidiaries;

                          (b)     any transaction or series of transactions
                 shall occur as a result of which the Persons listed on Exhibit
                 8.1.6 shall collectively cease to beneficially own, in the
                 aggregate, (A) at any time prior to consummation of the
                 initial public offering of the common stock of the Company,
                 (i) preferred stock and/or (ii) common stock representing or
                 convertible into at least 51% of the fully diluted equity of
                 the Company or (B) at any time after the consummation of the
                 initial public offering of the Company's common stock, a
                 greater amount of the Company's capital stock entitled to vote
                 than the aggregate amount of the Company's capital stock
                 entitled to vote held by any other beneficial owner (as such
                 term is defined in Rule 13d-3 or any other successor rule or
                 regulation promulgated under the Exchange Act).

                          (c)      the Borrower, any of its Subsidiaries or any
                 other Obligor shall initiate any action to dissolve, liquidate
                 or otherwise terminate its existence.

                          8.1.7.      Enforceability, etc.  Any Credit Document
                 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 the Borrower, any of its Subsidiaries or any other
                 Obligor in respect of any Credit Document shall so 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.

                          8.1.8.      Judgments.  A final judgment (a) which,
                 with other outstanding final judgments against the Borrower or
                 any of its Subsidiaries, exceeds an aggregate of





                                    -68-
<PAGE>   78

                 $100,000 in excess of applicable insurance coverage shall be
                 rendered against the Borrower or any of its Subsidiaries, 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.

                          8.1.9.      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 $100,000 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.

                          8.1.10.      Bankruptcy, etc.  The Borrower, any of
                 its Subsidiaries or any other 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;





                                    -69-
<PAGE>   79

                          (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
                 Aggregate Percentage Interests in the Loan 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 Borrower.

                          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
                 Aggregate Percentage Interests in the Loan 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 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 Aggregate Percentage Interests in
                 the Loan the Agent shall) by notice in writing to the Borrower
                 (a) declare all or any part of the unpaid balance of the
                 Credit Obligations then outstanding to be immediately due and
                 payable, and (b) 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 4.5), 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.





                                    -70-
<PAGE>   80

                          8.2.4.      Enforcement of Payment; Credit Security;
                 Setoff.  The Agent on behalf of the Lenders may (and upon
                 written request of the Lenders holding at least one-third of
                 the Aggregate Percentage Interests in the Loan 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 and to realize
                 upon any and all rights in the Credit Security.  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.

                          8.2.6.      Exercise of Call Right.  The Company
                 shall, upon the reasonable request of the Agent, exercise its
                 rights to purchase the share of stock of AmeriPath Kentucky,
                 Inc. owned by James E.  Dunnington, M.D. pursuant to Section 3
                 of the Shareholders' Agreement among AmeriPath Kentucky, Inc.,
                 James E. Dunnington, M.D. and the Company.

                 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 Borrower and the other Obligors waives:

                          (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;





                                    -71-
<PAGE>   81


                          (b)      any requirement of diligence or promptness
                 on the part of any Lender in the enforcement of its rights
                 under this Agreement, the Notes 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 Notes 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 Aggregate Percentage Interests in the
Loan 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 any of
                 the Credit Obligations and the Lenders repay or return any
                 amounts or property





                                    -72-
<PAGE>   82

                 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;





                                    -73-
<PAGE>   83


                          (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:





                                    -74-
<PAGE>   84

                          (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
                 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 Borrower, 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 Borrower or its Affiliates or their
properties or





                                    -75-
<PAGE>   85

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 Borrower all information concerning this Agreement and
all other Credit Documents and all other information as to the Borrower and its
Affiliates or their properties or management as such Guarantor deems necessary
or desirable.

                 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
                 Borrower and its 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 Borrower 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 Borrower 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.





                                    -76-
<PAGE>   86

                 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 Borrower 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.

                 9.9.     Future Subsidiaries; Further Assurances.  The
Borrower will from time to time cause (a) any present Wholly Owned Subsidiary
that is not a Guarantor within 30 days after notice from the Agent or (b) any
future Wholly Owned Subsidiary within 30 days after any such Person becomes a
Wholly Owned Subsidiary, to join this Agreement as 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.              Security.

                 10.1.    Credit Security.  As security for the payment and
performance of the Credit Obligations, each Obligor mortgages, pledges and
collaterally grants and assigns to the Agent for the benefit of the Lenders and
the holders from time to time of any Credit Obligation, and creates a security
interest in favor of the Agent for the benefit of the Lenders and such holders
in, all of such Obligor's right, title and interest in and to (but none of its
obligations or liabilities with respect to) the items and types of present and
future property described in Sections 10.1.1 through 10.1.14 (subject, however,
to Section 10.1.15), whether now owned or hereafter acquired, all of which
shall be included in the term "Credit Security":

                          10.1.1.      Tangible Personal Property.  All goods,
                 machinery, equipment, inventory and all other tangible
                 personal property of any nature whatsoever, wherever located,
                 including raw materials, work in process, finished parts and
                 products, supplies, spare parts, replacement parts,
                 merchandise for resale, computers, tapes, disks and computer
                 equipment.

                          10.1.2.      Rights to Payment of Money.  All rights
                 to receive the payment of money, including accounts (as
                 defined in the UCC) and receivables, rights to receive the
                 payment of money under contracts, franchises, licenses,
                 permits, subscriptions or other agreements (whether or not
                 earned by performance), and rights to receive payments from
                 any other source (all such rights, other than Financing Debt,
                 being referred to herein as "Accounts").





                                    -77-
<PAGE>   87

                          10.1.3.      Intangibles.  All of the following (to
                 the extent not included in Section 10.1.2): (a) contracts
                 (including the Management Agreements), franchises, licenses,
                 permits, subscriptions and other agreements and all rights
                 thereunder; (b) rights granted by others which permit the
                 Obligor to sell or market items of personal property; (c)
                 United States and foreign common law and statutory copyrights
                 and rights in literary property and rights and licenses
                 thereunder; (d) trade names, United States and foreign
                 trademarks, service marks, any registrations thereof and any
                 related good will; (e) United States and foreign patents and
                 patent applications; (f) computer software, designs, models,
                 know-how, trade secrets, rights in proprietary information,
                 formulae, customer lists, backlog, orders, subscriptions,
                 royalties, catalogues, sales material, documents, good will,
                 inventions and processes; (g) judgments, causes in action and
                 claims, whether or not inchoate, and (h) all other general
                 intangibles (as defined in the UCC) and intangible property
                 and all rights thereunder.

                          10.1.4.      Pledged Stock.  (a) All shares of
                 capital stock or other evidence of beneficial interest in any
                 corporation, business trust or limited liability company, (b)
                 all limited partnership interests in any limited partnership,
                 (c) all general partnership interests in any general
                 partnership, (d) all joint venture interests in any joint
                 venture and (e) all options, warrants and similar rights to
                 acquire such capital stock or such interests.  All such
                 capital stock, interests, options, warrants and other rights
                 are collectively referred to as the "Pledged Stock".

                          10.1.5.      Pledged Rights.  All rights to receive
                 profits or surplus of, or other Distributions (including
                 income, return of capital and liquidating distributions) from,
                 any partnership or joint venture, including any distributions
                 by any such Person to partners or joint venturers.  All such
                 rights are collectively referred to as the "Pledged Rights".

                          10.1.6.      Pledged Indebtedness.  All Financing
                 Debt from time to time owing to such Obligor from any Person
                 (all such Financing Debt being referred to as the "Pledged
                 Indebtedness").

                          10.1.7.      Chattel Paper, Instruments and
                 Documents.  All chattel paper (as defined in the UCC),
                 non-negotiable instruments, negotiable instruments (as defined
                 in the UCC) and documents (as defined in the UCC).

                          10.1.8.      Leases.  All leases of personal
                 property, whether the Obligor is the lessor or the lessee
                 thereunder.

                          10.1.9.      Deposit Accounts.  All general or
                 special deposit accounts, including any demand, time, savings,
                 passbook or similar account maintained by the Obligor with any
                 bank, trust company, savings and loan association, credit
                 union or similar





                                    -78-
<PAGE>   88

                 organization, and all money, cash and cash equivalents of the
                 Obligor, whether or not deposited in any such deposit account.

                          10.1.10.      Collateral.  All collateral granted by
                 third party obligors to, or held by, the Obligor with respect
                 to the Accounts, Pledged Securities, chattel paper,
                 instruments, leases and other items of Credit Security.

                          10.1.11.      Books and Records.  All books and
                 records, including books of account and ledgers of every kind
                 and nature, all electronically recorded data (including all
                 computer programs, disks, tapes, electronic data processing
                 media and software used in connection with maintaining the
                 Obligor's books and records), all files and correspondence and
                 all receptacles and containers for the foregoing.

                          10.1.12.      Insurance.  All insurance policies
                 which insure against any loss or damage to any other Credit
                 Security and each of the key executive life insurance policies
                 set forth in Section 6.3.4.

                          10.1.13.      All Other Property.  All other
                 property, assets and items of value of every kind and nature,
                 tangible, or intangible, absolute or contingent, legal or
                 equitable, including the rights of any Obligors under the
                 Material Agreements set forth in Exhibit 7.2.2.

                          10.1.14.      Proceeds and Products.  All proceeds,
                 including insurance proceeds, and products of the items of
                 Credit Security described or referred to in Sections 10.1.1
                 through 10.1.13 and, to the extent not included in the
                 foregoing, all Distributions with respect to the Pledged
                 Securities.

                          10.1.15.      Excluded Property.  Notwithstanding
                 Sections 10.1.1 through 10.1.14, the payment and performance
                 of the Credit Obligations shall not be secured by:

                          (a)      any rights arising under, and any property,
                 tangible or intangible, acquired under, any agreement which
                 validly prohibits the creation by such Obligor of a security
                 interest in such rights or property;

                          (b)      any rights or property to the extent that
                 any valid and enforceable law or regulation applicable to such
                 rights or property prohibits the creation of a security
                 interest therein;

                          (c)      more than 66% of the outstanding stock or
                 other equity in any foreign Subsidiary; or





                                    -79-
<PAGE>   89

                          (d)      the items described in Section 10.2 (but
                 only in the event and to the extent the Agent has not
                 specified that such items be included in the Credit Security
                 pursuant thereto).

                 In addition, in the event an Obligor disposes of assets to
third parties in a transaction permitted by Section 6.11, such assets, but not
the proceeds or products thereof, shall automatically be released from the Lien
of the Credit Security.

                 10.2.    Additional Credit Security.  As additional Credit
Security, each Obligor covenants that it will mortgage, pledge and collaterally
grant and assign to the Agent for the benefit of the Lenders and the holders
from time to time of any Credit Obligation, and will create a security interest
in favor of the Agent for the benefit of the Lenders and such holders in, all
of its right, title and interest in and to (but none of its obligations with
respect to) such of the following present or future items as the Agent may from
time to time specify by notice to the Borrower, whether now owned or hereafter
acquired, and the proceeds and products thereof, except to the extent
consisting of rights or property of the types referred to in Section 10.1.15(a)
through (d), subject only to Liens permitted by Section 10.3.4, all of which
shall thereupon be included in the term "Credit Security":

                          10.2.1.      Real Property.  All real property and
                 immovable property and fixtures, leasehold interests and
                 easements wherever located, together with any and all estates
                 and interests of the Obligor therein, including lands,
                 buildings, stores, manufacturing facilities and other
                 structures erected on such property, fixed plant, fixed
                 equipment and all permits, rights, licenses, benefits and
                 other interests of any kind or nature whatsoever in respect of
                 such real and immovable property.

                          10.2.2.      Motor Vehicles and Aircraft.  All motor
                 vehicles and aircraft.

                 10.3.    Representations, Warranties and Covenants with
Respect to Credit Security.  Each Obligor represents, warrants and covenants
that:

                          10.3.1.      Pledged Stock.  All shares of capital
                 stock, limited partnership interests and similar securities
                 included in the Pledged Stock are and shall be at all times
                 duly authorized, validly issued, fully paid and (in the case
                 of capital stock and limited partnership interests)
                 nonassessable.  Each Obligor will deliver to the Agent
                 certificates representing the Pledged Stock, registered, if
                 the Agent so requests, in the name of the Agent or its
                 nominee, as pledgee, or accompanied by a stock transfer power
                 executed in blank and, if the Agent so requests, with the
                 signature guaranteed, all in form and manner satisfactory to
                 the Agent.  Pledged Stock that is not evidenced by a
                 certificate will be registered in the Agent's name as pledgee
                 on the issuer's records, all in form and substance
                 satisfactory to the Agent.  The Agent may at any time
                 following and during the continuation of the occurrence of an
                 Event of Default transfer into its name or the name of its
                 nominee, as pledgee, any Pledged Securities.





                                    -80-
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                 In the event the Pledged Stock includes any Margin Stock, the
                 Obligors will furnish to the Lenders Federal Reserve Form U-1
                 and take such other action as the Agent may request to ensure
                 compliance with applicable laws.

                          10.3.2.      Accounts and Pledged Indebtedness.  All
                 Accounts and Pledged Indebtedness owed by any Affiliate of the
                 Obligors shall be on open account and shall not be evidenced
                 by any note or other instrument; provided, however, that all
                 Pledged Indebtedness owed by any Affiliate of any Obligor
                 shall, if the Agent requests, be evidenced by a promissory
                 note, which note shall be delivered to the Agent after having
                 been endorsed in blank.  Each Obligor will, immediately upon
                 the receipt thereof, deliver to the Agent any promissory note
                 or similar instrument representing any Pledged Indebtedness,
                 after having endorsed such promissory note or instrument in
                 blank.

                          10.3.3.      No Liens or Restrictions on Transfer or
                 Change of Control.  All Credit Security shall be free and
                 clear of any Liens and restrictions on the transfer thereof,
                 including contractual provisions which prohibit the assignment
                 of rights under contracts, except for Liens permitted by
                 Section 6.8 and except for restrictions on transfer under the
                 Securities Act and under applicable state securities laws.
                 Without limiting the generality of the foregoing, each Obligor
                 will exclude from contracts to which it becomes a party after
                 the date hereof provisions that would prevent such Obligor
                 from creating a security interest in such contract or any
                 property acquired thereunder as contemplated hereby.  None of
                 the Pledged Stock is subject to any option to purchase or
                 similar rights of any Person.  Except with the written consent
                 of the Agent, no Obligor is, and none of them will be, party
                 to or bound by any agreement, instrument, deed or lease that
                 restricts the change of control or ownership, or the creation
                 of a security interest in the ownership, of the Company or any
                 of its Subsidiaries.

                          10.3.4.      Location of Credit Security.  Each
                 Obligor shall at all times keep its records concerning the
                 Accounts at its chief executive office and principal place of
                 business, which office and place of business shall be set
                 forth in Exhibit 7.1, or, so long as such Obligor shall have
                 taken all steps reasonably necessary to perfect the Lenders'
                 security interest in the Credit Security with respect to such
                 new address, at such other address as such Obligor may specify
                 by notice actually received by the Agent not less than 10
                 Banking Days prior to such change of address.  No Obligor
                 shall at any time keep tangible personal property of the type
                 referred to in Section 10.1.1 in any jurisdiction other than
                 the jurisdictions specified in Exhibit 7.1, or, so long as
                 such Obligor shall have taken all steps reasonably necessary
                 to perfect the Lenders' security interest in the Credit
                 Security with respect to such other jurisdiction, other
                 jurisdictions as such Obligor may specify by notice actually
                 received by the Agent not less than 10 days prior to moving
                 such tangible personal property into such other jurisdiction.





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                          10.3.5.      Trade Names.  No Obligor will adopt or
                 do business under any name other than its name or names
                 designated in Exhibit 7.1 or any other name specified by
                 notice actually received by the Agent not less than 10 days
                 prior to the conduct of business under such additional name.
                 Since its incorporation, no Obligor has changed its corporate
                 name or adopted or conducted business under any trade name
                 other than a name specified on Exhibit 7.1.

                          10.3.6.      Insurance.  Each insurance policy
                 included in, or insuring against loss or damage to, the Credit
                 Security shall name the Agent as additional insured party or
                 as loss payee.  No such insurance policy shall be cancelable
                 or subject to termination or reduction in amount or scope of
                 coverage until after at least 30 days' prior written notice
                 from the insurer to the Agent.  At least 10 days prior to the
                 expiration of any such insurance policy for any reason, each
                 Obligor shall furnish the Agent with a renewal or replacement
                 policy and evidence of payment of the premiums therefor when
                 due.  Each Obligor grants to the Agent full power and
                 authority as its attorney-in-fact, effective upon notice to
                 such Obligor after the occurrence of an Event of Default to
                 obtain, cancel, transfer, adjust and settle any such insurance
                 policy and to endorse any drafts thereon.  Any amounts that
                 the Agent receives under any such policy (including return of
                 unearned premiums) insuring against loss or damage to the
                 Credit Security prior to the occurrence of an Event of Default
                 shall be delivered to the Obligors for the replacement,
                 restoration and maintenance of the Credit Security.  Any such
                 amounts that the Agent receives after the occurrence of an
                 Event of Default shall, at the Agent's option, be applied to
                 payment of the Credit Obligations or to the replacement,
                 restoration and maintenance of the Credit Security.  If any
                 Obligor fails to provide insurance as required by this
                 Agreement, the Agent may, at its option, purchase such
                 insurance, and such Obligor will on demand pay to the Agent
                 the amount of any payments made by the Agent or the Lenders
                 for such purpose, together with interest on the amounts so
                 disbursed from five Banking Days after the date demanded until
                 payment in full thereof at the Overdue Reimbursement Rate.

                          10.3.7.      Modifications to Credit Security.
                 Except with the prior written consent of the Required Lenders,
                 no Obligor shall amend or modify, or waive any of its rights
                 under or with respect to, any material Accounts, general
                 intangibles, Pledged Securities or leases if the effect of
                 such amendment, modification or waiver would be to reduce the
                 amount of any such items or to extend the time of payment
                 thereof, to waive any default by any other party thereto, or
                 to waive or impair any remedies of the Obligors or the Lenders
                 under or with respect to any such Accounts, general
                 intangibles, Pledged Securities or leases, in each case other
                 than consistent with past practice in the ordinary course of
                 business and on an arm's-length basis.  Each Obligor will
                 promptly give the Agent written notice of any request by any
                 Person for any material credit or adjustment with respect to
                 any Account, general intangible, Pledged Securities or leases.





                                    -82-
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                          10.3.8.      Delivery of Documents.  At the Agent's
                 request, each Obligor shall deliver to the Agent, promptly
                 upon such Obligor's receipt thereof, copies of any agreements,
                 instruments, documents or invoices comprising or relating to
                 the Credit Security.  Pending such request, such Obligor shall
                 keep such items at its chief executive office and principal
                 place of business (as specified pursuant to Section 10.3.5).

                          10.3.9.      Perfection of Credit Security.  Upon the
                 Agent's request from time to time, the Obligors will execute
                 and deliver, and file and record in the proper filing and
                 recording places, all such instruments, including financing
                 statements, collateral assignments of copyrights, trademarks
                 and patents, mortgages or deeds of trust, and notations on
                 certificates of title and will take all such other action, as
                 the Agent deems advisable for confirming to it the Credit
                 Security or to carry out any other purposes of this Agreement
                 or any other Credit Document.

                 10.4.    Administration of Credit Security.  The Credit
Security shall be administered as follows, and if an Event of Default shall
have occurred, Section 10.5 shall also apply.

                          10.4.1.      Use of Credit Security.  Until the Agent
                 provides written notice to the contrary, each Obligor may use,
                 commingle and dispose of any part of the Credit Security in
                 the ordinary course of its business, all subject to Section
                 6.11.

                          10.4.2.      Deposits; Accounts.

                                  (a)      Unless the Agent shall otherwise
                          consent in writing, which consent shall not be
                          unreasonably withheld, each Obligor shall keep all
                          its bank and deposit accounts only with the Agent,
                          other Lenders, financial institutions designated on
                          Exhibit 10.4.2 or any financial institution approved
                          by the Agent.

                                  (b)      To the extent specified by prior
                          written notice from the Agent, whether prior to or
                          after the occurrence of an Event of Default, all sums
                          collected or received and all property recovered or
                          possessed by any Obligor in connection with any
                          Credit Security shall be received and held by such
                          Obligor in trust for and on the Lenders' behalf,
                          shall be segregated from the assets and funds of such
                          Obligor, and shall be delivered to the Agent for the
                          benefit of the Lenders.

                                  (c)      In addition, the Obligors shall
                          direct that all Accounts payable by Medicare or
                          Medicaid and all Accounts payable in an amount
                          greater than $50 be paid directly into a locked box
                          account maintained with any financial institution
                          designated on Exhibit 10.4.2 or such other financial
                          institution as approved by the Agent (which, in the
                          event such financial institution is not a





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<PAGE>   93

                          Lender, must be party to an Assignment Agreement in
                          form and substance satisfactory to the Agent).

                          10.4.3.      Pledged Securities.

                          (a)  Distributions.  (i)  Until an Event of Default
                          shall occur, and thereafter once such Event of
                          Default has ceased to exist, the respective Obligors
                          shall be entitled, to the extent permitted by the
                          Credit Documents, to receive all Distributions on or
                          with respect to the Pledged Securities (other than
                          Distributions constituting additional Pledged
                          Securities).  All Distributions constituting
                          additional Pledged Securities will be retained by the
                          Agent (or if received by any Obligor shall be held by
                          such Person in trust and shall be immediately
                          delivered by such Person to the Agent in the original
                          form received, endorsed in blank) and held by the
                          Agent as part of the Credit Security.

                                  (ii)  If an Event of Default shall have
                          occurred and be continuing, all Distributions on or
                          with respect to the Pledged Securities shall be
                          retained by the Agent (or if received by any Obligor
                          shall be held by such Person in trust and shall be
                          immediately delivered by it to the Agent in the
                          original form received, endorsed in blank) and held
                          by the Agent as part of the Credit Security or
                          applied by the Agent to the payment of the Credit
                          Obligations in accordance with Section 10.5.6.

                          (b)  Voting.  (i)  Until an Event of Default shall
                          occur, the respective Obligors shall be entitled to
                          vote or consent with respect to the Pledged
                          Securities in any manner not inconsistent with the
                          terms of any Credit Document, and the Agent will, if
                          so requested, execute appropriate revocable proxies
                          therefor.

                                  (ii)  If an Event of Default shall have
                          occurred, if and to the extent that the Agent shall
                          so notify in writing the Obligor pledging the Pledged
                          Securities in question, only the Agent shall be
                          entitled to vote or consent or take any other action
                          with respect to the Pledged Securities (and any
                          Obligor will, if so requested, execute or cause to be
                          executed appropriate proxies therefor).

                 10.5.    Right to Realize upon Credit Security.  Except to the
extent prohibited by applicable law that cannot be waived, this Section 10.5
shall govern the Lenders' right to realize upon the Credit Security if any
Event of Default shall have occurred and be continuing.  The provisions of this
Section 10.5 are in addition to any rights and remedies available at law or in
equity and in addition to the provisions of any other Credit Document.  In the
case of a conflict between this Section 10.5 and any other Credit Document,
this Section 10.5 shall govern.  If any Event of Default shall have occurred
and be continuing:





                                    -84-
<PAGE>   94

                          10.5.1.      Assembly of Credit Security; Receiver.
                 Each of the Obligors shall, upon the Agent's request, assemble
                 the Credit Security and otherwise make it available to the
                 Agent.  The Agent may have a receiver appointed for all or any
                 portion of the Obligor's assets or business which constitutes
                 the Credit Security in order to manage, protect, preserve,
                 sell and otherwise dispose of all or any portion of the Credit
                 Security in accordance with the terms of the Credit Documents,
                 to continue the operations of the Obligors and to collect all
                 revenues and profits therefrom to be applied to the payment of
                 the Credit Obligations, including the compensation and
                 expenses of such receiver.

                          10.5.2.      General Authority.  To the extent
                 specified in written notice from the Agent to the Obligor in
                 question, each Obligor grants the Agent full and exclusive
                 power and authority, subject to the other terms hereof and
                 applicable law, to take any of the following actions (for the
                 sole benefit of the Agent on behalf of the Lenders and the
                 holders from time to time of any Credit Obligations, but at
                 the Obligor's expense):

                          (a)      To ask for, demand, take, collect, sue for
                 and receive all payments in respect of any Accounts, general
                 intangibles, Pledged Securities or leases which the Obligor
                 could otherwise ask for, demand, take, collect, sue for and
                 receive for its own use.

                          (b)      To extend the time of payment of any
                 Accounts, general intangibles, Pledged Securities or leases
                 and to make any allowance or other adjustment with respect
                 thereto.

                          (c)      To settle, compromise, prosecute or defend
                 any action or proceeding with respect to any Accounts, general
                 intangibles, Pledged Securities or leases and to enforce all
                 rights and remedies thereunder which the Obligor could
                 otherwise enforce.

                          (d)      To enforce the payment of any Accounts,
                 general intangibles, Pledged Securities or leases, either in
                 the name of the Obligor or in its own name, and to endorse the
                 name of the Obligor on all checks, drafts, money orders and
                 other instruments tendered to or received in payment of any
                 Credit Security.

                          (e)      To notify the third party payor with respect
                 to any Accounts, general intangibles, Pledged Securities or
                 leases of the existence of the security interest created
                 hereby and to cause all payments in respect thereof thereafter
                 to be made directly to the Agent; provided, however, that
                 whether or not the Agent shall have so notified such payor,
                 the Obligors will at their expense render all reasonable
                 assistance to the Agent in collecting such items and in
                 enforcing claims thereon.

                          (f)      To sell, transfer, assign or otherwise deal
                 in or with any Credit Security or the proceeds thereof, as
                 fully as any Obligor otherwise could do.





                                    -85-
<PAGE>   95

                          10.5.3.      Marshaling, etc.  Neither the Agent nor
                 the Lenders shall be required to make any demand upon, or
                 pursue or exhaust any of their rights or remedies against, any
                 Obligor or any other guarantor, pledgor or any other Person
                 with respect to the payment of the Credit Obligations or to
                 pursue or exhaust any of their rights or remedies with respect
                 to any collateral therefor or any direct or indirect guarantee
                 thereof.  Neither the Agent nor the Lenders shall be required
                 to marshal the Credit Security or any guarantee of the Credit
                 Obligations or to resort to the Credit Security or any such
                 guarantee in any particular order, and all of its and their
                 rights hereunder or under any other Credit Document shall be
                 cumulative.  To the extent it may lawfully do so, each of the
                 Obligors absolutely and irrevocably waives and relinquishes
                 the benefit and advantage of, and covenants not to assert
                 against the Agent or the Lenders, any valuation, stay,
                 appraisement, extension, redemption or similar laws now or
                 hereafter existing which, but for this provision, might be
                 applicable to the sale of any Credit Security made under the
                 judgment, order or decree of any court, or privately under the
                 power of sale conferred by this Agreement, or otherwise.
                 Without limiting the generality of the foregoing, each of the
                 Obligors (a) agrees that it will not invoke or utilize any law
                 which might prevent, cause a delay in or otherwise impede the
                 enforcement of the rights of the Agent or any Lender in the
                 Credit Security, (b) waives all such laws, and (c) agrees that
                 it will not invoke or raise as a defense to any enforcement by
                 the Agent or any Lender of any rights and remedies relating to
                 the Credit Security or the Credit Obligations any legal or
                 contractual requirement with which the Agent or any Lender may
                 have in good faith failed to comply.  In addition, each of the
                 Obligors waives any right to prior notice (except to the
                 extent expressly required by this Agreement) or judicial
                 hearing in connection with foreclosure on or disposition of
                 any Credit Security, including any such right which such
                 Obligor would otherwise have under the Constitution of the
                 United States of America, any state or territory thereof or
                 any other jurisdiction.

                          10.5.4.      Sales of Credit Security.  All or any
                 part of the Credit Security may be sold for cash or other
                 value in any number of lots at public or private sale, without
                 demand, advertisement or notice; provided, however, that
                 unless the Credit Security to be sold threatens to decline
                 speedily in value or is of a type customarily sold on a
                 recognized market, the Agent shall give the Obligor granting
                 the security interest in such Credit Security 10 days' prior
                 written notice of the time and place of any public sale, or
                 the time after which a private sale may be made, which notice
                 each of the Obligors and the Lenders hereby agrees to be
                 reasonable.  At any sale or sales of Credit Security, any
                 Lender or any of its respective officers acting on its behalf,
                 or such Lender's assigns, may bid for and purchase all or any
                 part of the property and rights so sold, may use all or any
                 portion of the Credit Obligations owed to such Lender as
                 payment for the property or rights so purchased, and upon
                 compliance with the terms of such sale may hold and dispose of
                 such property and rights without further accountability to the
                 respective Obligor, except for the proceeds of such sale or
                 sales pursuant to Section 10.5.6.  The Obligors acknowledge
                 that any such sale will be made





                                    -86-
<PAGE>   96

                 by the Agent on an "as is" basis with disclaimers of all
                 warranties, whether express or implied.  The respective
                 Obligors will execute and deliver or cause to be executed and
                 delivered such instruments, documents, assignments, waivers,
                 certificates and affidavits, will supply or cause to be
                 supplied such further information and will take such further
                 action as the Agent shall request in connection with any such
                 sale.

                          10.5.5.      Sale without Registration.  If, at any
                 time when the Agent shall determine to exercise its rights
                 hereunder to sell all or part of the securities included in
                 the Credit Security, the securities in question shall not be
                 effectively registered under the Securities Act (or other
                 applicable law), the Agent may, in its sole discretion, sell
                 such securities by private or other sale not requiring such
                 registration in such manner and in such circumstances as the
                 Agent may deem necessary or advisable in order that such sale
                 may be effected in accordance with applicable securities laws
                 without such registration and the related delays, uncertainty
                 and expense.  Without limiting the generality of the
                 foregoing, in any event the Agent may, in its sole discretion,
                 (a) approach and negotiate with a single purchaser or one or
                 more possible purchasers to effect such sale, (b) restrict
                 such sale to one or more purchasers each of whom will
                 represent and agree that such purchaser is purchasing for its
                 own account, for investment and not with a view to the
                 distribution or sale of such securities and (c) cause to be
                 placed on certificates representing the securities in question
                 a legend to the effect that such securities have not been
                 registered under the Securities Act (or other applicable law)
                 and may not be disposed of in violation of the provisions
                 thereof.  Each of the Obligors agrees that such manner of
                 disposition is commercially reasonable, that it will upon the
                 Agent's request give any such purchaser access to such
                 information regarding the issuer of the securities in question
                 as the Agent may reasonably request and that the Agent and the
                 Lenders shall not incur any responsibility for selling all or
                 part of the securities included in the Credit Security at any
                 private or other sale not requiring such registration,
                 notwithstanding the possibility that a substantially higher
                 price might be realized if the sale were deferred until after
                 registration under the Securities Act (or other applicable
                 law) or until made in compliance with certain other rules or
                 exemptions from the registration provisions under the
                 Securities Act (or other applicable law).  Each of the
                 Obligors acknowledges that no adequate remedy at law exists
                 for breach by it of this Section 10.5.5 and that such breach
                 would not be adequately compensable in damages and therefore
                 agrees that this Section 10.5.5 may be specifically enforced.

                          10.5.6.      Application of Proceeds.  The proceeds
                 of all sales and collections in respect of any Credit Security
                 or other assets of any Obligor, all funds collected from the
                 Obligors and any cash contained in the Credit Security, the
                 application of which is not otherwise specifically provided
                 for herein, shall be applied as follows:





                                    -87-
<PAGE>   97


                          First, to the payment of the costs and expenses of
                 such sales and collections, the reasonable expenses of the
                 Agent and the reasonable fees and expenses of its special
                 counsel;

                          Second, any surplus then remaining to the payment of
                 the Credit Obligations in such order and manner as the Agent
                 may in its sole discretion determine; provided, however, that
                 any such payment of Credit Obligations owed to all Lenders
                 shall be pro rata in accordance with the respective Aggregate
                 Percentage Interests of the Lenders in the Loan;

                          Third, any surplus then remaining shall be paid to
                 the Obligors, subject, however, to the rights of the holder of
                 any then existing Lien of which the Agent has actual notice.

                 10.6.    Custody of Credit Security.  Except as provided by
applicable law that cannot be waived, the Agent will have no duty as to the
custody and protection of the Credit Security, the collection of any part
thereof or of any income thereon or the preservation or exercise of any rights
pertaining thereto, including rights against prior parties, except for the use
of reasonable care in the custody and physical preservation of any Credit
Security in its possession.  The Lenders will not be liable or responsible for
any loss or damage to any Credit Security, or for any diminution in the value
thereof, by reason of the act or omission of any agent selected by the Agent
acting in good faith.

11.              Expenses; Indemnity.

                 11.1.    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,
                 examinations by, and reports of, the Agent's commercial
                 financial examiners, 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, any
                 Credit Security 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





                                    -88-
<PAGE>   98

                 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.

                 11.2.    General Indemnity.  The Borrower shall indemnify the
Lenders and the Agent and hold them harmless from any liability, loss or damage
resulting from the violation by the Company of Section 2.3.  In addition, the
Borrower 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 Obligors or their Affiliates,
(b) any litigation or investigation involving the Obligors or their Affiliates,
or any officer, director or employee thereof, (c) the existence or exercise of
any security rights with respect to the Credit Security in accordance with the
Credit Documents, or (d) 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 the Borrower or
any Obligor against the Lenders or the Agent which seeks enforcement of any of
the rights of the Borrower or such 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.

                 11.3.    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, any other
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.

12.              Operations; Agent.

                 12.1.    Interests in Credits.  The Percentage Interest of
each Lender in each portion of the Loan, and the Aggregate Percentage Interest
of each Lender in the Loan, and the related Commitments, shall be computed
based on the maximum principal amount for each Lender as





                                    -89-
<PAGE>   99

set forth on Exhibit 12.1.  Upon the consummation of any assignment pursuant to
Section 13.1 or 13.3, the Agent shall modify Exhibit 12.1 to reflect such
assignment.

                 12.2.    Agent's Authority to Act, etc.  Each of the Lenders
appoints and authorizes BankBoston to act for the Lenders as the Lenders' Agent
in connection with the transactions 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 BankBoston to the extent of its Aggregate
Percentage Interest in the Loan and for the account of each other Lender to the
extent of the Lenders' respective Aggregate Percentage Interests in the Loan,
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.

                 12.3.    Borrower to Pay Agent, etc.  The Borrower and each
Guarantor 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 account of
the Borrower, on the dates when the amounts thereof become due and payable,
with the amounts of the principal of and interest on the Loan, any amounts paid
by the Letter of Credit Issuers to third parties under Letters of Credit or
drafts presented thereunder, commitment fees, Letter of Credit fees and all
other fees and amounts owing under any Credit Document.

                 12.4.    Lender Operations for Advances, Letters of Credit,
etc.

                          12.4.1.      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
                 Loan advanced on such Closing Date prior to 12:00 noon (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 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 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.

                          12.4.2.      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





                                    -90-
<PAGE>   100

                 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.  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 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.

                          12.4.3.      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 Borrower 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 or portion of
                 the Loan to which such Credit Obligation relates, except as
                 otherwise provided in this Agreement.  Under no circumstances
                 shall any Lender be required to produce or present its Notes
                 as evidence of its interests in the Credit Obligations in any
                 action or proceeding relating to the Credit Obligations.

                          12.4.4.      Delinquent Lenders; Nonperforming
                 Lenders.  In the event that any Lender fails to reimburse the
                 Agent pursuant to Section 12.4.1 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 Borrower 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 Borrower under Section 3 that would have thereafter
                 otherwise been payable under the Credit Documents to the
                 Delinquent





                                    -91-
<PAGE>   101

                 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 Borrower 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 the portion of the Loan with respect to which there
                 is such nonperformance, in an amount equal to such Percentage
                 Interest of such Performing Lender divided by one minus the
                 Percentage Interest of the Nonperforming Lender in the portion
                 of the Loan with respect to which there is such
                 nonperformance, until the respective portions of such portion
                 of the Loan owed to all the Lenders are the same as the
                 Percentage Interests of the Lenders in such portion of the
                 Loan 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 Borrower 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.

                 12.5.    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 a portion of the 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 such portion of the 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 portions of the 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 portion of the 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 relevant portion of the Loan; provided, however,
that this Section 12.5 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 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 12.5.  The provisions of this
Section 12.5 are for the sole and exclusive benefit of the Lenders and no





                                    -92-
<PAGE>   102

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.

                 12.6.    Amendments, Consents, Waivers, etc.

                          12.6.1.      Actions by Agent; Voting by All Lenders.
                 Except as otherwise set forth in this Section 12.6.1 or
                 Section 12.6.2, the Agent may (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:

                                  (a)      Without the written consent of the
                          Required Lenders (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), 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
                          (other than Interest Rate Protection Agreements)
                          shall be made.

                                  (b)      Without the written consent of such
                          Lenders as own 100% of the Aggregate Percentage
                          Interests in the 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
                                  (A) the amount of principal of the Loan or
                                  reimbursement obligations for payments made
                                  under Letters of Credit, (B) the interest
                                  rate on the Loan or (C) 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)      No increase shall be made in
                                  the amount, or extension of the term, of the
                                  Commitments beyond that provided for under
                                  Section 2.





                                    -93-
<PAGE>   103


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

                                        (v)       No release of any Credit
                                  Security or of any Guarantor shall be made
                                  (except that the Agent may release particular
                                  items of Credit Security or particular
                                  Guarantors in dispositions permitted by
                                  Section 6.11 and may release all Credit
                                  Security pursuant to Section 18 upon payment
                                  in full of the Credit Obligations and
                                  termination of the Commitments without the
                                  written consent of the Lenders).

                                        (vi)      No amendment to or
                                  modification of this Section 12.6.1(b) or of
                                  the definition of Required Lenders shall be
                                  made.

                          12.6.2.   Voting by Class.  In addition to any
                 written consent of Lenders required under Section 12.6.1:

                                  (i)      No amendment to, or modification,
                          termination or waiver of the provisions of Sections
                          2.1, 2.2 or 4 that has the effect of changing any
                          interim scheduled payments, voluntary or mandatory
                          prepayments or Commitment reductions applicable to
                          either Class (such Class being the "Affected Class")
                          in a manner that disproportionately disadvantages
                          such Class relative to the other Class shall be made
                          without the written consent of the Required Class
                          Lenders of the Affected Class (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 such action
                          to be taken).

                                  (ii)      No amendment to or modification of
                          this Section 12.6.2, or of the definition of Required
                          Class Lenders, shall be made without the written
                          consent of the Required Class Lenders for each of the
                          Revolving Loan and the Term 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 such action to be taken).

                 12.7.    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 Borrower and upon the appointment by the
Required Lenders of a successor Agent satisfactory to the Borrower.  If no
successor Agent shall have been so appointed and shall have accepted such
appointment within 45 days after the retiring Agent's giving of such notice of
resignation, then the retiring Agent may with the consent of the Borrower,
which shall not be unreasonably withheld, appoint a successor Agent which shall
be a bank or a trust company organized under the laws of the United States of
America or any state thereof and having a combined capital,





                                    -94-
<PAGE>   104

surplus and undivided profit of at least $100,000,000; provided, however, that
any successor Agent appointed under this sentence may be removed upon the
written request of the Required Lenders, which request shall also appoint a
successor Agent satisfactory to the Borrower.  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, or the removal hereunder of any successor 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.

                 12.8.    Concerning the Agent.

                          12.8.1.      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.

                          12.8.2.      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 12.11.  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 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.

                          12.8.3.      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, (d) for
                 the effectiveness of any Lien purported to be included in the
                 Credit Security, (e) for the specification or failure to
                 specify any particular assets to be included in the Credit





                                    -95-
<PAGE>   105

                 Security, or (f) unless the Agent shall have failed to comply
                 with Section 12.8.1, for either the perfection of the security
                 interests in the Credit Security or for failure of the Agent
                 to its obligations under Section 12.8.8.

                          12.8.4.      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 Borrower as to the fulfillment by the Borrower of any
                 conditions to such extension of credit.

                          12.8.5.      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, the 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.

                          12.8.6.      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.

                          12.8.7.      Agent's Reimbursement.  Each of the
                 Lenders severally agrees to reimburse the Agent, in the amount
                 of such Lender's Aggregate Percentage Interest in the Loan,
                 for any reasonable expenses not reimbursed by the Borrower or
                 the Guarantors (without limiting the obligation of the
                 Borrower or the Guarantors to make such reimbursement):  (a)
                 for which the Agent is entitled to reimbursement by the
                 Borrower 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.

                          12.8.8.      Conveying Reports to Lenders.  The Agent
                 shall provide to each of the Lenders, in any reasonable form
                 and reasonably promptly, a copy of those communications
                 received from the Company pursuant to Sections 4.3.3, 5.2, 6.4
                 and 6.9.5.





                                    -96-
<PAGE>   106

                 12.9.    Rights as a Lender.  With respect to any credit
extended by it hereunder, BankBoston 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, BankBoston 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 in any portion of the Loan, and the
Aggregate Percentage Interest in the Loan, of BankBoston shall be included in
any computations of Percentage Interests and Aggregate Percentage Interests in
the Loan, respectively.  BankBoston 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 the Borrower, any of its Subsidiaries or any
Affiliate of any of them and any Person who may do business with or own an
equity interest in the Borrower, any of its Subsidiaries or any Affiliate of
any of them, all as if BankBoston were not the Agent and without any duty to
account therefor to the other Lenders.

                 12.10.   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.

                 12.11.           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 Aggregate Percentage Interests in the Loan, 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,





                                    -97-
<PAGE>   107

however, that the foregoing shall not extend to actions or omissions which are
taken by the Agent with gross negligence or willful misconduct.

13.              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 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 6.11, and (b) the Lenders shall be not entitled to assign their
respective Percentage Interests in portions of the Loan hereunder except as set
forth below in this Section 13.

                 13.1.    Assignments by Lenders.

                          13.1.1.      Assignees and Assignment Procedures.
                 Each Lender may (a) without the consent of the Agent or the
                 Borrower 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 Subsidiary, or (b)
                 otherwise with the consents of the Agent and (so long as no
                 Event of Default has occurred and is continuing) the Borrower
                 (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 need not be pro rata between the Loan and the Letter of
                 Credit Exposure, of its Commitment, the portion of the Loan
                 and Letter of Credit Exposure at the time owing to it and the
                 Notes held by it, but excluding its rights and obligations as
                 a Letter of Credit Issuer; provided, however, that:

                                  (i)      the aggregate amount of the
                          Commitment of the assigning Lender subject to each
                          such assignment to any Assignee other than another
                          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 $1,000,000; and

                                  (ii)      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 13.1.1, together
                          with the Note subject to such assignment and a
                          processing and recordation fee of $2,500 payable to
                          the Agent by the assigning Lender or the Assignee.





                                    -98-
<PAGE>   108


                 Upon acceptance and recording pursuant to Section 13.1.4, 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):

                          (A)     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

                          (B)     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 11, as well as to any
                                  fees accrued for its account hereunder and
                                  not yet paid).

                          13.1.2.      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;





                                    -99-
<PAGE>   109

                          (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

                          (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.

                          13.1.3.      Register.  The Agent shall maintain at
                 the Boston Office a register (the "Register") for the
                 recordation of (a) the names and addresses of the Lenders and
                 the Assignees which assume rights and obligations pursuant to
                 an assignment under Section 13.1.1, (b) the Percentage
                 Interests of each such Lender in the Revolving Loan and the
                 Term Loan, and the Aggregate Percentage Interest of each such
                 Lender in the Loan, all as set forth in Section 12.1 and (c)
                 the amount of the Loan and 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
                 Borrower, 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 the Borrower or any Lender at any reasonable
                 time and from time to time upon reasonable prior notice.

                          13.1.4.      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 Note or Notes subject to such assignment, and the
                 processing and recordation fee referred to in Section 13.1.1,
                 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 Borrower, at their
                 own expense, shall execute and deliver to the Agent, in
                 exchange for the surrendered Note or Notes, a new Note or
                 Notes to the order of such Assignee in a principal amount
                 equal to the applicable Commitment and Loan assumed by it
                 pursuant to such Assignment and Acceptance and, if the
                 assigning Lender has retained a Commitment and Loan, a new
                 Note or Notes to the order of such assigning Lender in a
                 principal amount equal to the applicable Commitment and Loan
                 retained by it.  Such new Note or Notes shall be in an
                 aggregate principal amount equal to the aggregate principal
                 amount of such surrendered Note or Notes, respectively, and
                 shall be dated the date of the surrendered Notes which they
                 replace.

                          13.1.5.      Federal Reserve Bank.  Notwithstanding
                 the foregoing provisions of this Section 13, 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.





                                    -100-
<PAGE>   110

                          13.1.6.      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.

                 13.2.    Credit Participants.  Each Lender may, without the
consent of the Borrower 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 Loan and Letter of Credit Exposure owing to it and the Notes 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, 3.5, 3.6, 3.7, 3.8 and 11, 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 Borrower, 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 Borrower relating to the
                 Loan and 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 (c) of the proviso to Section
                 12.6).

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 12.5 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.

                 13.3.    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 Loan or to issue any Letter of Credit on any
                 Closing Date when required to do so by the terms of the





                                    -101-
<PAGE>   111

                 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

                          (c)      refuses to consent to a proposed amendment,
                 modification, waiver or other action requiring consent of the
                 holders of 100% of the Aggregate Percentage Interests in the
                 Loan under Section 12.6.1(c) that is consented to by the other
                 Lenders;

then, so long as no Event of Default exists and is continuing, the Borrower
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 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 aggregate amount of
the Affected Lender's Percentage Interests in each portion of the Loan and
Letter of Credit Exposure, or appropriate credit support for contingent amounts
included therein, and all other outstanding 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 Borrower 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 in each portion of the Loan equal to the Percentage
Interest in such portion of the Loan 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 Borrower, the Agent
and the Affected Lender shall make appropriate arrangements so that a new Note
is issued to the Replacement Lender if it has acquired a portion of the Loan.
The Borrower 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 13.3, the Borrower shall continue to pay to the Affected Lender
any Credit Obligations as they become due and payable.





                                    -102-
<PAGE>   112

                 13.4.    Foreign Lenders.  If any Lender is not incorporated
or organized under the laws of the United States of America or a state thereof,
such Lender shall deliver to the Borrower and the Agent the following:

                          (a)      Two duly completed copies of United States
                 Internal Revenue Service Form 1001 or 4224 or successor form,
                 as the case may be, certifying in each case that such Person
                 is entitled to receive payments under this Agreement, the
                 Notes and reimbursement obligations under Letters of Credit
                 payable to it, without deduction or withholding of any United
                 States federal income taxes; and

                          (b)      A duly completed Internal Revenue Service
                 Form W-8 or W-9 or successor form, as the case may be, to
                 establish an exemption from United States backup withholding
                 tax.

                 Each such Lender that delivers to the Borrower and the Agent a
Form 1001 or 4224 and Form W-8 or W-9 pursuant to this Section 13 further
undertakes to deliver to the Borrower and the Agent two further copies of Form
1001 or 4224 and Form W-8 or W-9, or successor applicable form, or other manner
of certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Borrower and
the Agent.  Such Forms 1001 or 4224 shall certify that such Lender is entitled
to receive payments under this Agreement without deduction or withholding of
any United States federal income taxes.  The foregoing documents need not be
delivered in the event any change in treaty, law or regulation or official
interpretation thereof has occurred which renders all such forms inapplicable
or which would prevent such Lender from delivering any such form with respect
to it, or such Lender advises the Borrower that it is not capable of receiving
payments without any deduction or withholding of United States federal income
tax and, in the case of a Form W-8 or W-9, establishing an exemption from
United States backup withholding tax.  Until such time as the Borrower and the
Agent have received such forms indicating that payments hereunder are not
subject to United States withholding tax or are subject to such tax at a rate
reduced by an applicable tax treaty, the Borrower shall withhold taxes from
such payments at the applicable statutory rate without regard to Section 3.6.

14.              Confidentiality.  Each Lender will make no disclosure of
confidential information furnished to it by any Obligor unless such information
shall have become public, except:

                          (a)      in connection with operations under or the
                 enforcement of this Agreement or any other Credit Document;

                          (b)      pursuant to any statutory or regulatory
                 requirement or any mandatory court order, subpoena or other
                 legal process;





                                    -103-
<PAGE>   113

                          (c)      to any parent or corporate Affiliate of such
                 Lender or to any Credit Participant, proposed Credit
                 Participant or proposed Assignee; provided, however, that any
                 such Person shall agree to comply with the restrictions set
                 forth in this Section 14 with respect to such information;

                          (d)      to its independent counsel, auditors and
                 other professional advisors with an instruction to such Person
                 to keep such information confidential; and

                          (e)      with the prior written consent of the
                 Borrower, to any other Person.

15.              Acknowledgments and Consents.  The Borrower and each of its
Subsidiaries, in their capacities as Borrower, as guarantors of the Credit
Obligations, grantors of security interests to secure the Credit Obligations
and/or holders of Subordinated Indebtedness, as the case may be, pursuant to
the Credit Agreement dated as of May 29, 1996, as amended and in effect on the
date hereof, hereby acknowledge and agree that, as of the Initial Closing Date,
(i) the Uniform Commercial Code Financing Statements and other instruments
previously filed in connection with the perfection of the Liens created in the
Credit Security pursuant to such Credit Agreement shall be deemed to refer to
the Credit Agreement as amended and restated hereby and that the term "Credit
Obligations" as used in such financing statements and other instruments, shall
be deemed to refer to the Credit Obligations under the Credit Agreement as
amended and restated hereby; and (ii) such financing statements and other
instruments are confirmed and ratified as being in full force and effect.

16.              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 addressor), 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 the Borrower or its Subsidiaries, to it at its 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, with a copy to:

                 Summit Partners, L.P.
                 600 Atlantic Avenue, Suite 2800
                 Boston, MA  02110
                 Attn:  Thomas S. Roberts





                                    -104-
<PAGE>   114

         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.

17.              Course of Dealing; Amendments and Waivers.  No course of
dealing between any Lender or the Agent, on one hand, and the Borrower 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 Borrower 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, the 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, the Required Lenders and the
Required Class Lenders.

18.              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 Borrower hereunder or under any other Credit Document,
this Agreement shall terminate and, at the Borrower's 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, 11, 12.8.7, 12.11,
14, 19 and 20 shall survive the termination of this Agreement.

19.              Venue; Service of Process.  Each of the Borrower and the other
Obligors:

                          (a)      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.

                          (b)      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





                                    -105-
<PAGE>   115

                 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, 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 Borrower 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.

20.              WAIVER OF JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY
APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF THE BORROWER, 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 BORROWER 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 Borrower and the other Obligors
acknowledges that it has been informed by the Agent that the provisions of this
Section 20 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 20 with its
counsel.  Any Lender, the Agent, the Borrower or any other Obligor may file an
original counterpart or a copy of this Section 20 with any court as written
evidence of the consent of the Borrower, the other Obligors, the Agent and the
Lenders to the waiver of their rights to trial by jury.

21.              No Strict Construction.  The parties have participated jointly
in the negotiation and drafting of this Agreement and the other Credit
Documents with counsel sophisticated in financing transactions.  In the event
an ambiguity or question of intent or interpretation arises, this Agreement and
the other Credit Documents shall be construed as if drafted jointly by the
parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provisions of this
Agreement and the other Credit Documents.

22.              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





                                    -106-
<PAGE>   116

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, except as may be required by the UCC with respect to matters
involving the perfection of the Agent's Lien on the Credit Security.



                                    -107-
<PAGE>   117
         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.

                                           AMERIPATH, INC.



                                           By /s/ Robert P. Wynn
                                              -------------------------------
                                              Title: Executive Vice President-
                                                     Chief Financial Officer


                                           AMERICAN LABORATORY ASSOCIATES, INC.
                                           AMERIPATH FLORIDA, INC.
                                           AMERIPATH ALABAMA, INC.
                                           AMERIPATH KENTUCKY, INC.
                                           AMERIPATH TEXAS, INC.
                                           AMERIPATH OHIO, INC.
                                           AMERIPATH CINCINNATI, INC.
                                           AMERIPATH CLEVELAND, INC.



                                           By /s/ Robert P. Wynn
                                             -------------------------------
                                             Executive Vice President-
                                             Chief Financial Officer


                                           BANKBOSTON, N.A.


                                           By /s/ Randy J. Wehling
                                             -------------------------------
                                             Title: Vice President 


                                           NATIONSBANK, N.A. (South)



                                           By /s/ Alexander L. Rody
                                             -------------------------------
                                             Title: Vice President








<PAGE>   118

                                           CREDITANSTALT-BANKVEREIN



                                           By  /s/ W. Craig Stamm
                                              --------------------------------
                                              Title: Senior Associate

                                           By  /s/ Robert M. Biringer
                                              --------------------------------
                                              Title: Executive Vice President


                                           IMPERIAL BANK



                                           By  /s/ Oscar Jazdowski
                                              --------------------------------
                                              Title: Senior Vice President


                                           SILICON VALLEY BANK



                                           By  /s/ Joan Parsons
                                              --------------------------------
                                              Title: Senior Vice President


                                           PARIBAS CAPITAL FUNDING


                                           By  /s/ Francois Gavrin
                                              --------------------------------
                                              Title: Director


                                           ANTARES LEVERAGED CAPITAL CORP.


                                           By  /s/ David Mahon
                                              --------------------------------
                                              Title: Director





