SIERRA HEALTH SERVICES INC
8-K, EX-1, 2000-12-22
HOSPITAL & MEDICAL SERVICE PLANS
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                                                             EXHIBIT 1


                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of December 15, 2000

                                      among

                          SIERRA HEALTH SERVICES, INC.,

                                  as Borrower,

                             BANK OF AMERICA, N.A.,

                             as Administrative Agent
                                       and

                                  Issuing Bank,

                           FIRST UNION NATIONAL BANK,

                              as Syndication Agent,

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

                                 Lead Arranger:

                         BANC OF AMERICA SECURITIES LLC


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                                TABLE OF CONTENTS

<TABLE>

<CAPTION>

Section                                                                                                        Page

ARTICLE I

<S>                                                                                                              <C>
         DEFINITIONS..............................................................................................1
         1.01  Certain Defined Terms..............................................................................1
         1.02  Other Interpretive Provisions.....................................................................25
         1.03  Accounting Principles.............................................................................27

ARTICLE II

         THE CREDITS.............................................................................................27
         2.01  Amounts and Terms of Commitments..................................................................27
         2.02  Loan Accounts.....................................................................................27
         2.03  Procedure for Borrowing...........................................................................28
         2.04  Voluntary Termination or Reduction of Commitments.................................................29
         2.05  Optional Prepayments..............................................................................29
         2.06      Mandatory Prepayments of Loans; Mandatory
                   Commitment Reductions and Repayments                         29
         2.07  Interest..........................................................................................31
         2.08  Fees..............................................................................................32
                  (a)Agents' Fees................................................................................32
                  (b)Commitment Fees.............................................................................32
                  (c)Amendment Fee...............................................................................33
         2.09  Computation of Fees and Interest..................................................................33
         2.10  Payments by the Company...........................................................................34
         2.11  Payments by the Banks to the Agent................................................................34
         2.12  Sharing of Payments, Etc..........................................................................35
         2.13  Security..........................................................................................36

ARTICLE III

         THE LETTERS OF CREDIT...................................................................................36
         3.01  The Letter of Credit Subfacility..................................................................36
         3.02  Issuance, Amendment and Renewal of
                   Letters of Credit                                                             38
         3.03  Existing Letters of Credit; Risk Participations,
           Drawings and Reimbursements...........................................................................40
         3.04  Repayment of Participations.......................................................................43
         3.05  Role of the Issuing Bank..........................................................................43
         3.06  Obligations Absolute..............................................................................44
         3.07  Cash Collateral Pledge............................................................................46
         3.08  Letter of Credit Fees.............................................................................46
         3.09  Uniform Customs and Practice......................................................................46


ARTICLE IV

         TAXES, YIELD PROTECTION AND ILLEGALITY..................................................................47
         4.01  Taxes.............................................................................................47
         4.02  [Intentionally Omitted]...........................................................................48
         4.03  Increased Costs and Reduction of Return...........................................................49
         4.04  [Intentionally Omitted]...........................................................................49
         4.05  Certificates of Banks.............................................................................49
         4.06  Substitution of Banks.............................................................................50
         4.07  Survival..........................................................................................50

ARTICLE V

         CONDITIONS PRECEDENT....................................................................................50
         5.01  Conditions Precedent..............................................................................50
                  (a)Credit Agreement and Notes..................................................................50
                  (b)Resolutions; Incumbency.....................................................................50
                  (c)Organization Documents; Good Standing.......................................................51
                  (d)Deeds of Trust..............................................................................51
                  (e)Affirmations................................................................................51
                  (f)Payment of Fees.............................................................................51
                  (g)Employment Contracts........................................................................52
                  (h)Legal Opinions..............................................................................52
                  (i)Certificate.................................................................................52
                  (j)Regulatory Compliance.......................................................................52
                  (k)Litigation..................................................................................53
                  (l)Other Documents.............................................................................53
         5.02  Conditions to All Credit Extensions...............................................................53
                  (a)Notice, Application.........................................................................53
                  (b)Continuation of Representations and Warranties..............................................53
                  (c)No Existing Default.........................................................................53

ARTICLE VI

         REPRESENTATIONS AND WARRANTIES..........................................................................54
         6.01  Corporate Existence and Power.....................................................................54
         6.02  Corporate Authorization; No Contravention.........................................................54
         6.03  Authorization, Approval, etc......................................................................55
         6.04  Binding Effect....................................................................................55
         6.05  Litigation........................................................................................55
         6.06  No Default........................................................................................56
         6.07  Compliance with Laws and ERISA....................................................................56
         6.08  Use of Proceeds; Margin Regulations...............................................................57
         6.09  Title to Property and Collateral; No Liens........................................................57
         6.10  As to Pledged Shares..............................................................................58
         6.11  Taxes.............................................................................................58
         6.12  Financial Condition...............................................................................58
         6.13  Environmental Matters.............................................................................59
         6.14  Collateral Documents..............................................................................59
         6.15  Regulated Entities................................................................................60
         6.16  No Burdensome Restrictions........................................................................60
         6.17  Copyrights, Patents, Trademarks and Licenses, etc.................................................60
         6.18  Subsidiaries......................................................................................60
         6.19  Insurance.........................................................................................60
         6.20  Swap Obligations..................................................................................61
         6.21  Full Disclosure...................................................................................61
         6.22  Business Activity.................................................................................61
         6.23  Licensing, Etc....................................................................................61

ARTICLE VII

         AFFIRMATIVE COVENANTS...................................................................................62
         7.01  Financial Statements..............................................................................62
         7.02  Certificates; Other Information...................................................................64
         7.03  Notices...........................................................................................66
         7.04  Preservation of Corporate Existence, Etc..........................................................67
         7.05  Maintenance of Property...........................................................................68
         7.06  Insurance.........................................................................................68
         7.07  Payment of Obligations............................................................................68
         7.08  Compliance with Laws..............................................................................69
         7.09  Compliance with ERISA.............................................................................69
         7.10  Inspection of Property and Books and Records......................................................69
         7.11  Environmental Laws................................................................................69
         7.12  Use of Proceeds...................................................................................70
         7.13  Further Assurances................................................................................70
         7.14  Dividends of Subsidiaries.........................................................................70
         7.15  Accreditation.....................................................................................71
         7.16  Approval for Sale of Texas Assets.................................................................71
         7.17  Repayment of Inter-company Balances...............................................................71
         7.18  Title Insurance...................................................................................71
         7.19  Sumitomo Documentation............................................................................71

ARTICLE VIII

         NEGATIVE COVENANTS......................................................................................72
         8.01  Limitation on Liens...............................................................................72
         8.02  Disposition of Assets.............................................................................74
         8.03  Consolidations and Mergers........................................................................75
         8.04  Loans and Investments.............................................................................75
         8.05  Limitation on Indebtedness........................................................................76
         8.06  Transactions with Affiliates......................................................................77
         8.07  Use of Proceeds...................................................................................77
         8.08  Contingent Obligations............................................................................78
         8.09  Lease Obligations.................................................................................79
         8.10  Restricted Payments...............................................................................79
         8.11  ERISA.............................................................................................80
         8.12  Change in Business................................................................................80
         8.13  Accounting Changes................................................................................80
         8.14  Financial Covenants...............................................................................81
         8.15  Limitation on Payment Restrictions Affecting
                   Subsidiaries..................................................................................81
         8.16  Pledged Shares....................................................................................81
         8.17  Cash Compensation of Senior Management............................................................81

ARTICLE IX

         EVENTS OF DEFAULT.......................................................................................81
         9.01  Event of Default..................................................................................81
                  (a)Non-Payment.................................................................................81
                  (b)Representation or Warranty..................................................................82
                  (c)Specific Defaults...........................................................................82
                  (d)Other Defaults..............................................................................82
                  (e)Cross-Default...............................................................................82
                  (f)Insolvency; Voluntary Proceedings...........................................................82
                  (g)Involuntary Proceedings.....................................................................83
                  (h)ERISA 83
                  (i)Monetary Judgments..........................................................................83
                  (j)Non-Monetary Judgments......................................................................84
                  (k)Change of Control...........................................................................84
                  (l)Loss of Licenses............................................................................84
                  (m)HMO Event or Workers Compensation Event.....................................................84
                  (n)Prospective Premium Default.................................................................84
                  (o)Adverse Change..............................................................................84
                  (p)Invalidity of Subordination Provisions......................................................84
         9.02  Remedies..........................................................................................85
         9.03  Rights Not Exclusive..............................................................................86

ARTICLE X

         THE AGENT...............................................................................................86
         10.01  Appointment and Authorization; "Agent"...........................................................86
         10.02  Delegation of Duties.............................................................................87
         10.03  Liability of Agent...............................................................................87
         10.04  Reliance by Agent................................................................................88
         10.05  Notice of Default................................................................................88
         10.06  Credit Decision..................................................................................89
         10.07  Indemnification of Agent.........................................................................89
         10.08  Agent in Individual Capacity.....................................................................90
         10.09  Successor Agent..................................................................................90
         10.10  Withholding Tax..................................................................................91
         10.11  Concerning the Collateral........................................................................93
         10.12  Syndication Agent................................................................................94

ARTICLE XI

         MISCELLANEOUS...........................................................................................94
         11.01  Amendments and Waivers...........................................................................94
         11.02  Notices..........................................................................................95
         11.03  No Waiver; Cumulative Remedies...................................................................96
         11.04  Costs and Expenses...............................................................................96
         11.05  Company Indemnification..........................................................................97
         11.06  Payments Set Aside...............................................................................98
         11.07  Successors and Assigns...........................................................................98
         11.08  Assignments, Participations, etc.................................................................98
         11.09  Set-off.........................................................................................100
         11.10  Automatic Debits of Fees........................................................................101
         11.11  Notification of Addresses, Lending Offices, Etc.................................................101
         11.12  Counterparts....................................................................................101
         11.13  Severability....................................................................................101
         11.14  No Third Parties Benefitted.....................................................................102
         11.15  Governing Law and Jurisdiction..................................................................102
         11.16  Waiver of Jury Trial............................................................................103
         11.17  Entire Agreement................................................................................103
         11.18  Amendment and Restatement.......................................................................104
</TABLE>



Section                                                                    Page

SCHEDULES

 .........Schedule 1.01              Mortgaged Property
 .........Schedule 2.01              Commitments
 .........Schedule 2.06              Formula for Calculation of Excess Cash
                                    Flow
 .........Schedule 2.07              Pricing Grid
 .........Schedule 6.03              Required Approvals
 .........Schedule 6.05              Litigation
 .........Schedule 6.12              Permitted Liabilities
 .........Schedule 6.13              Environmental Matters
 .........Schedule 6.18              Subsidiaries and Minority Interests
 .........Schedule 6.19              Insurance Matters
 .........Schedule 7.01              Projections
 .........Schedule 8.01              Permitted Liens
 .........Schedule 8.04              Existing Investments
 .........Schedule 8.05              Permitted Indebtedness
 .........Schedule 8.08              Contingent Obligations
 .........Schedule 8.14              Financial Covenants
 .........Schedule 11.02             Lending Offices; Addresses for Notices


 .........EXHIBITS

 .........Exhibit A                  Form of Notice of Borrowing
 .........Exhibit B                  Form of Deed of Trust
 .........Exhibit C                  Form of Compliance Certificate
 .........Exhibit D                  Form of Legal Opinion of Company's Counsel
 .........Exhibit E                  Form of Assignment and Acceptance
 .........Exhibit F                  Form of Promissory Note
 .........Exhibit G                  Description of Approved Sale-Leaseback
                                    Transactions

                      AMENDED AND RESTATED CREDIT AGREEMENT

     This AMENDED AND RESTATED  CREDIT  AGREEMENT is entered into as of December
15,  2000,  among  SIERRA  HEALTH  SERVICES,  INC.,  a Nevada  corporation  (the
"Company"), the several financial institution's party hereto (collectively,  the
"Banks" and individually a "Bank") and BANK OF AMERICA, N.A., a national banking
association, as Administrative Agent (the "Agent").

         WHEREAS, the Company, the Banks and the Agent are party to that certain
Credit  Agreement dated as of October 30, 1998, as amended by that certain First
Amendment to Credit Agreement dated as of November 23, 1998, that certain Second
Amendment to Credit  Agreement  dated as of January 15, 1999, that certain Third
Amendment to Credit Agreement dated as of December 14, 1999, that certain Fourth
Amendment to Credit  Agreement  dated as of August 14, 2000, that certain Waiver
and Fifth Amendment to Credit Agreement, dated as of September 15, 2000 and that
certain Waiver and Sixth Amendment to Credit Agreement,  dated as of October 11,
2000 (the "Existing Credit Agreement").

         WHEREAS,  pursuant to the terms of the Existing Credit  Agreement,  the
Banks agreed to make available to the Company a revolving  credit  facility with
letter of credit subfacility upon the terms and conditions set forth therein;

         WHEREAS,  the parties  hereto  wish to amend and  restate the  Existing
Credit Agreement on the terms and conditions more  particularly  hereinafter set
forth;

         NOW, THEREFORE,  in consideration of the mutual agreements,  provisions
and  covenants  contained  herein,  the parties  agree that the Existing  Credit
Agreement shall be amended and restated in its entirety to read as follows:

                                                     ARTICLE I

                                                    DEFINITIONS

1.01    Certain Defined Terms.  The following terms have the following meanings:
        ---------------------

         "Acquisition"  means any transaction or series of related  transactions
for the purpose of or resulting,  directly or indirectly, in (a) the acquisition
of all or  substantially  all of the assets of a Person,  or of any  business or
division  of a Person,  (b) the  acquisition  of in excess of 50% of the capital
stock,  partnership interests,  membership interests or equity of any Person, or
otherwise  causing  any  Person  to  become a  Subsidiary,  or (c) a  merger  or
consolidation or any other  combination with another Person (other than a Person
that is a  Subsidiary)  provided  that  the  Company  or the  Subsidiary  is the
surviving entity.

         "Actual  Knowledge"  shall mean,  as to any matter with  respect to any
Person,  the actual  knowledge of such matter by a  Responsible  Officer of such
Person, it being understood in any event that "actual knowledge" shall be deemed
to exist upon receipt of a notice of such matter by a Responsible Officer.

         "Affiliate" means, as to any Person,  any other Person which,  directly
or  indirectly,  is in control of, is controlled  by, or is under common control
with,  such Person.  A Person shall be deemed to control  another  Person if the
controlling  Person  possesses,  directly or indirectly,  the power to direct or
cause the direction of the management and policies of the other Person,  whether
through the ownership of voting securities,  membership interests,  by contract,
or otherwise.

         "Agent"  means Bank of America in its  capacity  as agent for the Banks
hereunder, and any successor agent arising under Section 10.09.

         "Agent-Related  Persons" means Bank of America and any successor  agent
arising  under Section  10.09 and any  successor  letter of credit  issuing bank
hereunder,  together with their respective Affiliates (including, in the case of
Bank of America, the Arranger), and the officers,  directors,  employees, agents
and attorneys-in-fact of such Persons and Affiliates.

         "Agent's  Payment  Office"  means the address for payments set forth on
Schedule 11.02 or such other address as the Agent may from time to time specify.

         "Agreement" means this Amended and Restated Credit Agreement.
          ---------

         "Applicable Commitment Fee Rate" means 0.50% per annum.

         "Applicable  Letter of Credit Fee Rate" means a rate per annum equal to
the Applicable Margin plus 1% per annum.

         "Applicable Margin" has the meaning specified in Section 2.07 hereof.

         "Applicable Regulatory  Requirements" refers to any requisite filing or
approval  requirements  of any state  insurance  regulatory  authorities  having
jurisdiction  over any of the Subsidiaries of the Company that must be satisfied
or obtained by the Agent or the Lender  Parties as a condition to  exercising or
transferring  direct or indirect voting or other control over such  Subsidiaries
or transferring or otherwise  disposing of the Pledged Shares,  Pledged Property
or Collateral with respect to such Subsidiaries.

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

         "Approved   Sale-Leaseback    Transaction"   means   a   sale-leaseback
transaction  of some or all of the  Nevada  properties  of the  Company  and its
Affiliates,  the terms of which have been  approved by the Majority  Banks.  For
purposes hereof,  the  sale-leaseback  transactions  materially  consistent with
Exhibit G hereof shall be deemed approved by the Banks.

         "Assignee" has the meaning specified in subsection 11.08(a).

         "Attorney   Costs"  means  and  includes   all   reasonable   fees  and
disbursements  of  any  law  firm  or  other  external  counsel,  the  allocated
reasonable  cost of internal  legal services and all  disbursements  of internal
counsel.

         "Bank" has the meaning  specified in the  introductory  clause  hereto.
References to the "Banks"  shall include Bank of America,  and shall include any
Bank acting in its capacity as Issuing Bank; for purposes of clarification only,
to the extent  that a Bank may have any rights or  obligations  in  addition  to
those of the Banks due to its status as Issuing Bank, its status as such will be
specifically referenced.

 "Bank of America" means Bank of America, N.A., a national banking association.
 ---------------

         "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978
          ---------------
               (11 U.S.C.ss.101, et seq.), as amended.
                                 ------

         "Base  Rate"  means,  for any day,  the  higher of: (a) 0.50% per annum
above the latest  Federal Funds Rate; and (b) the rate of interest in effect for
such day as  publicly  announced  from  time to time by Bank of  America  as its
"prime  rate."  (The  "prime  rate" is a rate set by Bank of America  based upon
various factors  including Bank of America's  costs and desired return,  general
economic  conditions  and other  factors,  and is used as a reference  point for
pricing  some  loans,  which may be priced at,  above,  or below such  announced
rate.)  Any  change in the prime rate  announced  by Bank of America  shall take
effect  at  the  opening  of  business  on  the  day  specified  in  the  public
announcement of such change.

         "Base Rate Loan" means a Revolving Loan, or an L/C Advance,  that bears
interest based on the Base Rate.

         "Borrowing" means a borrowing  hereunder  consisting of Revolving Loans
made to the Company on the same day by the Banks under Article II.

         "Borrowing  Date"  means  any date on which a  Borrowing  occurs  under
Section 2.03.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which  commercial  banks in San  Francisco,  California or  Charlotte,  North
Carolina are authorized or required by law to close.

         "Capital Adequacy Regulation" means any guideline, request or directive
of any central bank or other Governmental  Authority,  or any other law, rule or
regulation,  whether  or not having  the force of law,  in each case,  regarding
capital adequacy of any bank or of any corporation controlling a bank.

         "Capital  Expenditures"  means, for any period, the aggregate amount of
all expenditures of the Company and its Subsidiaries for fixed or capital assets
made during such period which, in accordance  with GAAP,  would be classified as
capital  expenditures,  exclusive  of  (i)  any  expenditures  incident  to  the
refinancing of the property which is currently subject to the Sumitomo Lease and
(ii) any expenditures that are made from Sierra Military's  internally generated
funds  required to be made by Sierra  Military as a result of government  change
orders and which are expected to be reimbursed in the ordinary course.

         "Capital  Lease" means any lease of property  which in accordance  with
GAAP should be  capitalized  on the  lessee's  balance  sheet or  disclosed in a
footnote thereto as a capitalized lease.

         "Cash Collateralize" means to pledge and deposit with or deliver to the
Agent,  for the  benefit  of the  Agent,  the  Issuing  Bank and the  Banks,  as
additional collateral for the L/C Obligations,  cash or deposit account balances
pursuant to  documentation  in form and substance  satisfactory to the Agent and
the  Issuing  Bank  (which  documents  are hereby  consented  to by the  Banks).
Derivatives  of such term shall have  corresponding  meaning.  The Company shall
grant to the  Agent,  for the  benefit of the Agent,  the  Issuing  Bank and the
Banks, a security interest in all such cash and deposit account  balances.  Cash
collateral shall be maintained in blocked deposit accounts at Bank of America.

         "Change of Control"  shall be deemed to have  occurred if any Person or
group  (as  defined  in  Section   13(d)(3)  of  the  Exchange   Act)   acquires
(beneficially  or of record) 25% or more of the voting or economic  interests in
the fully diluted capital stock of the Company.

     "CII" means CII Financial, Inc., a wholly-owned Subsidiary of the Company.
      ---

         "CIIC" means California  Indemnity  Insurance  Company,  a wholly-owned
subsidiary of CII.

         "Closing Date" means October 30, 1998.

         "Code"  means  the  Internal  Revenue  Code of  1986,  and  regulations
promulgated thereunder.

         "Collateral"  means all property and interests in property and proceeds
thereof now owned or hereafter  acquired by the Company and its  Subsidiaries in
or upon which a Lien now or hereafter exists in favor of the Banks, or the Agent
on  behalf  of the  Banks,  whether  under  this  Agreement  or under  any other
documents executed by any such Person and delivered to the Agent or the Banks.

         "Collateral Documents" means, collectively,  (i) the Pledge Agreements,
the Security Agreement,  the Guaranty, the Deeds of Trust and all other security
agreements,  mortgages, deeds of trust, patent and trademark assignments,  lease
assignments,  guarantees and other similar agreements between the Company or any
Subsidiary  and the  Banks or the  Agent  for the  benefit  of the  Banks now or
hereafter  delivered to the Banks or the Agent pursuant to or in connection with
the  transactions   contemplated   hereby,  and  all  financing  statements  (or
comparable  documents  now or  hereafter  filed in  accordance  with the Uniform
Commercial  Code or  comparable  law) against the Company or any  Subsidiary  as
debtor  in favor of the  Banks or the  Agent  for the  benefit  of the  Banks as
secured party, and (ii) any amendments,  supplements,  modifications,  renewals,
replacements,  consolidations,  substitutions  and  extensions  of  any  of  the
foregoing.

         "Commitment",  as to each Bank,  has the meaning  specified  in Section
2.01.

         "Company" has the meaning specified in the introductory clause hereto.

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

         "Consolidated  Net Working  Capital" shall mean, for any date for which
it  is to  be  determined,  with  respect  to  Company  and  its  Non-Restricted
Subsidiaries  (i) all current assets excluding (a) cash and cash equivalents and
(b) any net  non-current  assets held for sale which are  classified  as current
assets  minus (ii)  current  liabilities  excluding  current  maturities  of all
long-term indebtedness.

         "Contingent Obligation" means, as to any Person, any direct or indirect
liability  of that  Person,  with or without  recourse,  (a) with respect to any
Indebtedness,  lease,  dividend,  letter  of  credit  or other  obligation  (the
"primary obligations") of another Person (the "primary obligor"),  including any
obligation of that Person (i) to purchase,  repurchase or otherwise acquire such
primary  obligations or any security therefor,  (ii) to advance or provide funds
for the payment or  discharge  of any such  primary  obligation,  or to maintain
working  capital  or equity  capital of the  primary  obligor  or  otherwise  to
maintain the net worth or solvency or any balance sheet item, level of income or
financial  condition  of  the  primary  obligor,  (iii)  to  purchase  property,
securities  or services  primarily  for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation, or (iv) otherwise to assure or hold harmless the holder
of any  such  primary  obligation  against  loss in  respect  thereof  (each,  a
"Guaranty Obligation"); (b) with respect to any Surety Instrument issued for the
account  of that  Person or as to which  that  Person is  otherwise  liable  for
reimbursement of drawings or payments;  (c) to purchase any materials,  supplies
or other  property  from,  or to obtain the services of,  another  Person if the
relevant contract or other related document or obligation  requires that payment
for such materials,  supplies or other property, or for such services,  shall be
made  regardless  of  whether  delivery  of such  materials,  supplies  or other
property  is ever made or  tendered,  or such  services  are ever  performed  or
tendered,  or (d) in respect of any Swap Contract.  The amount of any Contingent
Obligation  shall, in the case of Guaranty  Obligations,  be deemed equal to the
stated or determinable amount of the primary obligation in respect of which such
Guaranty Obligation is made or, if not stated or if indeterminable,  the maximum
reasonably  anticipated  liability in respect thereof,  and in the case of other
Contingent  Obligations other than in respect of Swap Contracts,  shall be equal
to the maximum reasonably  anticipated  liability in respect thereof and, in the
case of Contingent  Obligations in respect of Swap Contracts,  shall be equal to
the Swap Termination Value.

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

         "Convertible Debt" means the Indebtedness in respect of those certain 7
1/2%  Convertible  Subordinated  Debentures  Due 2001 of CII, in an  outstanding
principal amount of $47,014,000 as of September 30, 2000.

         "Credit  Extension"  means and includes (a) the making of any Revolving
Loans hereunder, and (b) the Issuance of any Letters of Credit hereunder.

         "Deeds of Trust"  means the Deeds of Trust,  Assignment  of Leases  and
Rents,  Security Agreement and Financing Statement  substantially in the form of
Exhibit B,  executed  and  delivered  pursuant  to Section  5.01(d) as  amended,
supplemented, restated or otherwise modified from time to time.

         "Default"  means any event or  circumstance  which,  with the giving of
notice,  the lapse of time, or both,  would (if not cured or otherwise  remedied
during such time) constitute an Event of Default.

         "Dollars",  "dollars"  and "$" each  mean  lawful  money of the  United
States.

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

         "Effective  Date" means  December 15, 2000 or such sooner date on which
all  conditions  precedent  set forth in Section 5.01 are satisfied or waived by
the Agent, the Issuer and the Majority Banks or waived by the Person entitled to
receive such payment.

         "Eligible  Assignee"  means (a) a Bank; (b) an Affiliate of a Bank; (c)
an  Approved  Fund;  and (d) any other  Person  (other  than a  natural  Person)
approved by the Agent and the Issuing Bank.

         "Environmental  Claims"  means all  claims,  however  asserted,  by any
Governmental   Authority  or  other  Person  alleging  potential   liability  or
responsibility  for violation of any Environmental Law, or for release or injury
to the  environment  or threat  to public  health,  personal  injury  (including
sickness,  disease or death),  property damage,  natural  resources  damage,  or
otherwise   alleging  liability  or  responsibility  for  damages  (punitive  or
otherwise),  cleanup, removal, remedial or response costs, restitution, civil or
criminal penalties,  injunctive relief, or other type of relief,  resulting from
or based upon the presence, placement, discharge, emission or release (including
intentional  and   unintentional,   negligent  and   non-negligent,   sudden  or
non-sudden, accidental or non-accidental,  placement, spills, leaks, discharges,
emissions  or  releases) of any  Hazardous  Material  at, in, or from  Property,
whether or not owned by the Company.

         "Environmental Laws" means all federal,  state or local laws, statutes,
common law duties, rules,  regulations,  ordinances and codes, together with all
administrative orders, directed duties, requests,  licenses,  authorizations and
permits of, and agreements  with,  any  Governmental  Authorities,  in each case
relating  to  environmental,  health,  safety and land use  matters;  including,
without limitation, the Comprehensive  Environmental Response,  Compensation and
Liability Act of 1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution
Control  Act of 1972,  the  Solid  Waste  Disposal  Act,  the  Federal  Resource
Conservation  and  Recovery  Act,  the  Toxic  Substances  Control  Act  and the
Emergency Planning and Community Right-to-Know Act.

         "ERISA" means the Employee  Retirement Income Security Act of 1974, and
regulations promulgated thereunder.

         "ERISA   Affiliate"  means  any  trade  or  business  (whether  or  not
incorporated)  under  common  control  with the  Company  within the  meaning of
Section  414(b) or (c) of the Code (and Sections  414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

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

         "Event of Default" means any of the events or  circumstances  specified
in Section 9.01.

         "Excess Cash Flow" has the meaning specified in Schedule 2.06 hereof.

         "Exchange  Act"  means  the  Securities   Exchange  Act  of  1934,  and
regulations promulgated thereunder.

         "Existing   Credit   Agreement"  has  the  meaning   specified  in  the
introductory clause hereto.

         "Existing  Letters of Credit"  means the letters of credit  outstanding
         under the Existing Credit  Agreement.  "Federal Funds Rate" means,  for
         any  day,  the  rate  set  forth  in  the  weekly  statistical  release
         designated as

H.15(519),  or any successor publication,  published by the Federal Reserve Bank
of New  York  (including  any  such  successor,  "H.15(519)")  on the  preceding
Business Day opposite the caption  "Federal Funds  (Effective)";  or, if for any
relevant day such rate is not so published on any such  preceding  Business Day,
the rate for such day will be the arithmetic  mean as determined by the Agent of
the rates for the last transaction in overnight  Federal funds arranged prior to
9:00 a.m. (New York City time) on that day by each of three  leading  brokers of
Federal funds transactions in New York City selected by the Agent.

         "Fee Letter" means that certain letter  agreement of even date herewith
between the Agent and the Company.

         "First Union" shall mean First Union National Bank.
          -----------

         "Fixed  Charges"  means,  for any  period  of four  consecutive  fiscal
quarters and without duplication,  the sum of (i) Interest Expense plus (ii) the
aggregate principal amount of all current maturities of Senior Debt scheduled to
be paid by the Company  during such period  (excluding  prepayments of principal
not  required  under  the  loan  documents  relating  to such  Indebtedness)  as
determined in accordance with GAAP.

         "Fixed  Charges  Coverage  Ratio" means,  at any date, the ratio of (i)
Non-Restricted  EBITDA for the four  consecutive  fiscal  quarters  ending on or
prior to such date to (ii) Fixed Charges for such period.

         "FRB" means the Board of Governors of the Federal Reserve  System,  and
any Governmental Authority succeeding to any of its principal functions.

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

         "Further  Taxes"  means any and all  present or future  taxes,  levies,
assessments,  imposts, duties, deductions, fees, withholdings or similar charges
(including,  without limitation,  net income taxes and franchise taxes), and all
liabilities  with respect  thereto,  imposed by any  jurisdiction  on account of
amounts payable or paid pursuant to Section 4.01.

         "GAAP" means generally  accepted  accounting  principles set forth from
time to time in the opinions and  pronouncements  of the  Accounting  Principles
Board and the American  Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the Effective Date.

         "Governmental  Authority" means any nation or government,  any state or
other political  subdivision  thereof,  any central bank (or similar monetary or
regulatory  authority) thereof,  any entity exercising  executive,  legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any  corporation  or other  entity  owned or  controlled,  through  stock or
capital ownership or otherwise, by any of the foregoing.

         "Guaranty"  means the Guaranty dated as of August 23, 2000 executed and
delivered  by the  Company  and its  Non-Restricted  Subsidiaries,  as  amended,
supplemented, restated or otherwise modified from time to time.

         "Guaranty  Obligation"  has the meaning  specified in the definition of
"Contingent Obligation."

         "Hazardous Materials" means all those substances that are regulated by,
or which may form the basis of liability under, any Environmental Law, including
any  substance   identified  under  any   Environmental   Law  as  a  pollutant,
contaminant,  hazardous waste, hazardous  constituent,  special waste, hazardous
substance,  hazardous  material,  or toxic substance,  or petroleum or petroleum
derived substance or waste.

         "Health Care Business" shall mean (a) the provision,  administration or
arrangement  of  health  care  services,  related  ancillary  products  or both,
directly  or  through  an HMO, a  provider,  a  regulated  health  care  service
contractor  or any  other  business  which  in  the  ordinary  course  provides,
administers or arranges for such services,  products or both,  including without
limitation the provision of Medicare and Medicaid  services,  (b) the provision,
administration  or arrangement of health,  life and related  insurance,  (c) the
provision or management of health care services  (including  medical  management
claims services and management through medical  information  services),  (d) the
provision,  administration  or  arrangement  of health care  through a hospital,
outpatient,  urgent care, clinical, home health or hospice environment,  (e) the
provision,  administration or arrangement of workers' compensation services both
fully insured and administrative in nature, (f) any business activities directly
related  and  incidental  to any of the  foregoing,  and (g) any other  business
activity  which is related,  ancillary or incidental to any of the foregoing and
in which the Company is engaged on the Effective Date.

         "HMO"  shall mean any Person  which  operates  as a health  maintenance
organization.

         "HMO  Event"  shall  mean  failure  by the  Company  or any of its  HMO
Subsidiaries  to  comply  in any  material  respect  with any of the  terms  and
provisions of any applicable HMO Regulation  pertaining to the fiscal soundness,
solvency or financial  condition of the Company or any of its HMO  Subsidiaries,
or the assertion in writing,  after the Effective Date, by an HMO Regulator that
it intends to take  administrative  action against the Company or any of its HMO
Subsidiaries to revoke or modify any Governmental Approval of, or to enforce the
fiscal soundness,  solvency or financial  provisions or requirements of such HMO
Regulations against, the Company or any of its HMO Subsidiaries, if such action,
modification  or  enforcement  is reasonably  likely to have a Material  Adverse
Effect.

         "HMO Regulations"  shall mean all Requirements of Law applicable to any
HMO  Subsidiary  under  federal  or state law and any  regulations,  orders  and
directives promulgated or issued pursuant to the foregoing.

         "HMO  Regulator"  means any  Person  charged  with the  administration,
oversight or enforcement of an HMO Regulation,  whether primarily,  secondarily,
or jointly.

         "HMO  Subsidiary"  shall mean any current or future  Subsidiary  of the
Company that is either an HMO or a regulated health care service contractor.

         "HMO Texas" means Texas Health Choice L.C., a Texas limited liability
company, formerly known as HMO Texas, L.C.,
          ---------
which is an indirect Subsidiary of the Company.

         "Honor Date" has the meaning specified in subsection 3.03(c).

         "Indebtedness"  of any  Person  means,  without  duplication,  (a)  all
indebtedness  for borrowed  money;  (b) all  obligations  issued,  undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary terms); (c)
all non-contingent  reimbursement or payment  obligations with respect to Surety
Instruments;  (d) all  obligations  evidenced  by notes,  bonds,  debentures  or
similar instruments,  including  obligations so evidenced incurred in connection
with the  acquisition of property,  assets or businesses;  (e) all  indebtedness
created  or  arising  under  any  conditional  sale  or  other  title  retention
agreement,  or incurred as  financing,  in either case with  respect to property
acquired  by the Person  (even  though the rights and  remedies of the seller or
bank under such agreement in the event of default are limited to repossession or
sale of such property);  (f) all obligations with respect to Capital Leases; (g)
all Indebtedness referred to in clauses (a) through (f) above secured by (or for
which the holder of such  Indebtedness  has an  existing  right,  contingent  or
otherwise,  to be secured by) any Lien upon or in property  (including  accounts
and  contracts  rights)  owned by such  Person,  even though such Person has not
assumed or become  liable  for the  payment  of such  Indebtedness;  and (h) all
Guaranty  Obligations in respect of Indebtedness or obligations of others of the
kinds  referred to in clauses (a)  through (g) above.  For all  purposes of this
Agreement,   the   Indebtedness   of  any  Person  shall  include  all  recourse
Indebtedness  of any  partnership  or joint  venture in which  such  Person is a
general partner or a joint venturer or a member. For purposes of calculating the
amount of any Indebtedness described in clauses (e) and (g) above, to the extent
that the rights and remedies of the obligee of such  Indebtedness are limited to
certain  property  and are  nonrecourse  to the Person  owning or pledging  such
property,  the  amount of such  Indebtedness  shall not exceed the value of such
property.

         "Indemnified Liabilities" has the meaning specified in Section 11.05.

         "Indemnified Person" has the meaning specified in Section 11.05.

         "Independent Auditor" has the meaning specified in subsection 7.01(a).

         "Insolvency  Proceeding"  means,  with  respect to any Person,  (a) any
case, action or proceeding with respect to such Person before any court or other
Governmental  Authority  relating  to  bankruptcy,  reorganization,  insolvency,
liquidation, receivership,  dissolution, winding-up or relief of debtors, or (b)
any general assignment for the benefit of creditors, composition, marshalling of
assets for creditors,  or other, similar arrangement in respect of its creditors
generally or any  substantial  portion of its creditors;  undertaken  under U.S.
Federal, state or foreign law, including the Bankruptcy Code.

         "Interest  Coverage  Ratio"  means,  at  any  date,  the  ratio  of (i)
Non-Restricted  EBITDA for the four  consecutive  fiscal quarters ending on such
date to (ii) Interest Expense for such period.

         "Interest  Expense"  means,  for any period,  the  aggregate  amount of
interest and fees paid, accrued or scheduled to be paid or accrued in respect of
this Agreement as determined in accordance with GAAP.

         "Interest  Payment  Date" means the last  Business Day of each calendar
month.

         "Investment" has the meaning specified in Section 8.04.

         "IRS"  means  the  Internal  Revenue  Service,   and  any  Governmental
Authority succeeding to any of its principal functions under the Code.

         "Issuance Date" has the meaning specified in subsection 3.01(a).

         "Issue"  means,  with  respect to any Letter of Credit,  to issue or to
extend the  expiry of, or to renew or  increase  the amount of,  such  Letter of
Credit;  and the terms  "Issued,"  "Issuing" and "Issuance"  have  corresponding
meanings.

         "Issuing  Bank" means Bank of America in its  capacity as issuer of one
or more Letters of Credit  hereunder,  together with any  replacement  letter of
credit issuer arising under subsection 10.01(b) or Section 10.09.

         "Kaiser  Note"  means that  certain  promissory  note in the  principal
amount of  $35,200,000  from HMO Texas in favor of Kaiser  Texas as in effect on
the date hereof.

         "Kaiser Texas" means Kaiser Foundation Health Plan of Texas.
          ------------

         "L/C Advance" means each Bank's  participation  in any L/C Borrowing in
accordance with its Pro Rata Share.

         "L/C Amendment  Application" means an application form for amendment of
outstanding  standby  letters  of  credit  as shall at any time be in use at the
Issuing Bank, as the Issuing Bank shall request.

         "L/C  Application"  means an application  form for issuances of standby
letters  of credit as shall at any time be in use at the  Issuing  Bank,  as the
Issuing Bank shall request.

         "L/C Borrowing"  means an extension of credit  resulting from a drawing
under any Letter of Credit which shall not have been reimbursed on the date when
made nor converted into a Borrowing of Revolving Loans under subsection 3.03(c).

         "L/C Commitment" means the commitment of the Issuing Bank to Issue, and
the commitment of the Banks  severally to participate in, Letters of Credit from
time to time Issued or outstanding under Article III, in an aggregate amount not
to exceed on any date the amount of $0, as the same shall be reduced as a result
of a reduction in the L/C Commitment pursuant to Section 2.05; provided that the
L/C  Commitment is a part of the combined  Commitments,  rather than a separate,
independent commitment.

         "L/C  Obligations"  means  at any  time  the sum of (a)  the  aggregate
undrawn amount of all Letters of Credit then outstanding, plus (b) the amount of
all unreimbursed drawings under all Letters of Credit, including all outstanding
L/C Borrowings.

         "L/C-Related  Documents"  means the  Letters  of Credit,  the  Existing
Letters of Credit, the L/C Applications,  the L/C Amendment Applications and any
other  document  relating to any Letter of Credit,  including any of the Issuing
Bank's standard form documents for letter of credit issuances.

         "Lead  Arranger"  means  Banc of  America  Securities  LLC,  a Delaware
limited liability company.

         "Lender Party" has the meaning specified in the Pledge Agreements.

         "Lending  Office" means,  as to any Bank, the office or offices of such
Bank specified as its "Lending  Office" on Schedule  11.02, or such other office
or offices as such Bank may from time to time notify the Company and the Agent.

         "Letters of Credit"  means any standby  letters of credit Issued by the
Issuing Bank pursuant to Article III.

         "Leverage  Ratio" means,  at any date,  the ratio of (i) Senior Debt to
(ii)  Non-Restricted  EBITDA for the four consecutive  fiscal quarters ending on
such date.

         "Lien" means any security interest,  mortgage,  deed of trust,  pledge,
hypothecation,  assignment,  charge or deposit  arrangement,  encumbrance,  lien
(statutory or other) option,  pre-emptive  right or preferential  arrangement of
any kind or nature whatsoever having substantially the same effect as any of the
foregoing in respect of any property  (including those created by, arising under
or evidenced by any  conditional  sale or other title retention  agreement,  the
interest  of a  lessor  under  a  Capital  Lease,  any  financing  lease  having
substantially the same economic effect as any of the foregoing, or the filing of
any financing statement naming the owner of the asset to which such lien relates
as  debtor,  under the  Uniform  Commercial  Code or any  comparable  law),  any
contingent or other agreement to provide any of the foregoing (but not including
the interest of a lessor under an operating lease),  and including,  in the case
of  stock,   stockholder   agreements,   voting  trust  agreements  and  similar
arrangements.

         "Loan"  means an  extension  of credit by a Bank to the  Company  under
Article II or Article III in the form of a Revolving Loan or L/C Advance.

         "Loan  Documents"  means  this  Agreement,  any Notes,  the  Collateral
Documents,  the Fee Letter, the L/C-Related Documents, and all other letters and
documents  delivered to the Agent,  Syndication Agent, Lead Arranger or any Bank
in connection herewith.

         "Majority Banks" means at any time that Bank of America and First Union
shall  collectively hold in excess of 42.5% of the Commitments but not more than
50% of the Commitments, Banks holding in excess of 66 2/3% of the then aggregate
unpaid  principal  amount of the Loans,  or, if no such principal amount is then
outstanding,  Banks having in excess of 66 2/3% of the  Commitments;  and at any
time that Bank of America and First Union shall  collectively hold 42.5% or less
of the Commitments,  Banks holding in excess of 60% of the then aggregate unpaid
principal  amount  of the  Loans,  or,  if no  such  principal  amount  is  then
outstanding, Banks having in excess of 60% of the Commitments.

         "Margin  Stock"  means  "margin  stock"  as  such  term is  defined  in
Regulation T, U or X of the FRB.

         "Material  Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations,  business, properties or condition
(financial  or  otherwise)  of the Company or the  Company and its  Subsidiaries
taken as a whole;  (b) a material  impairment  of the  ability of the Company to
perform  under any Loan  Document  and to avoid any Event of  Default;  or (c) a
material  adverse  effect upon (i) the  legality,  validity,  binding  effect or
enforceability  against the Company of any Loan Document, or (ii) the perfection
or priority of any Lien granted under any of the Collateral Documents.

         "Medical  Loss Ratio" means,  for any Person at any date,  the ratio of
(i) incurred medical costs, exclusive of special charges taken prior to December
1, 2000 and any  releases of premium  deficiency  reserves,  for the four fiscal
quarters ending on such date to (ii) total earned premiums plus professional fee
revenue for such period.

         "Mortgaged Property" means the property and interests more particularly
described on Schedule 1.01.

         "Multiemployer  Plan" means a "multiemployer  plan", within the meaning
of Section  4001(a)(3)  of ERISA,  to which the  Company or any ERISA  Affiliate
makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.

         "Net Cash  Proceeds"  shall mean cash payments  received from any sale,
lease, transfer or other disposition of equity securities of a Subsidiary of the
Company or  property  or other  assets of the  Company or a  Subsidiary  thereof
(including any cash payments  received by way of deferred  payment pursuant to a
note or installment receivable or otherwise,  but only as and when received), in
each case net of (A) all accounting,  appraisal,  legal, title and recording tax
expenses, (B) the amount of any Indebtedness (other than Indebtedness hereunder)
secured by the property or assets being sold and/or required to be repaid by the
Company or  Subsidiaries  of the Company on the  occasion of such sale,  (C) the
amount of accrued employee benefits required to be paid on the occasion of such,
(D) a reserve  for  amounts,  if any,  subject to  recapture  by  Medicare  as a
consequence of such sale, (E) commissions and other reasonably  estimated income
taxes payable with respect to the fiscal year during which such sale occurs,  as
a  consequence  of such  sale,  lease,  transfer  or other  disposition  or as a
consequence of any repatriation of such cash payments, (F) all distributions and
other payments made to holders of minority interests in Subsidiaries as a result
of such sale,  lease,  transfer or other  disposition  and (G) the amount of any
escrow fund, security deposit, letter of credit, holdback or similar arrangement
required  by  the  buyer,   lessee  or  the  transferee  to  support   indemnity
obligations, purchase price adjustments and the like.

         "Net Funds  Available  After Lease and Run-out Costs" means,  as of any
date for the four fiscal  quarters  ending on such date,  Non-Restricted  EBITDA
minus (or plus) the operating income (or operating loss) of The Medical Group of
Texas  less all  Capital  Expenditures  of the  Company  and its  Non-Restricted
Subsidiaries less all payments made under an Approved Sale-Leaseback Transaction
plus rent reimbursement  from the Non-Restricted  Subsidiaries to the Company to
the extent not already included in  Non-Restricted  EBITDA plus the net negative
change (or minus the net positive  change),  if any, in Consolidated Net Working
Capital during such period less the run out and operating costs of HMO Texas and
The Medical Group of Texas, as determined in accordance with GAAP.

         "Non-Restricted  EBITDA"  means,  as of any date,  for the four  fiscal
quarters ending on such date, the  consolidated  operating income of the Company
and its Subsidiaries,  including payments made under an Approved  Sale-Leaseback
Transaction  and  other  lease  costs,  exclusive  of any  releases  of  premium
deficiency  reserves and exclusive of special charges taken prior to December 1,
2000 minus (or plus) the operating  income (or operating loss) of the Restricted
Subsidiaries  (without  duplication of premium deficiency reserve releases) plus
the  management  fees  and  dividends  paid  to the  Company  by the  Restricted
Subsidiaries  plus  the  depreciation  and  amortization  of the  Non-Restricted
Subsidiaries, as determined in accordance with GAAP.

         "Non-Restricted Subsidiary" means any Subsidiary of the Company that is
not a Restricted Subsidiary.

         "Note"  means a promissory  note  executed by the Company in favor of a
Bank pursuant to subsection 2.02(b), in substantially the form of Exhibit F.

         "Notice  of  Borrowing"  means a notice  in  substantially  the form of
Exhibit A.

         "Obligations"  means all  advances,  debts,  liabilities,  obligations,
covenants and duties arising under any Loan Document owing by the Company to any
Bank,  the  Agent,  or  any  Indemnified  Person,  whether  direct  or  indirect
(including  those acquired by  assignment),  absolute or  contingent,  due or to
become due, now existing or hereafter  arising and any obligations  owing by the
Company to any Bank under any Swap Contracts  permitted  under the terms of this
Agreement.

         "Organization Documents" means, for any corporation, the certificate or
articles of  incorporation,  the bylaws,  any  certificate of  determination  or
instrument relating to the rights of preferred shareholders of such corporation,
any shareholder rights agreement, and all applicable resolutions of the board of
directors (or any committee thereof) of such corporation.

         "Other Taxes" means any present or future stamp,  court or  documentary
taxes or any other  excise or property  taxes,  charges or similar  levies which
arise  from  any  payment  made  hereunder  or  from  the  execution,  delivery,
performance,  enforcement or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents.

         "Participant" has the meaning specified in subsection 11.08(d).

         "PBGC"  means  the  Pension  Benefit  Guaranty   Corporation,   or  any
Governmental Authority succeeding to any of its principal functions under ERISA.

         "Pension  Plan"  means a pension  plan (as  defined in Section  3(2) of
ERISA) subject to Title IV of ERISA which the Company sponsors, maintains, or to
which it makes, is making, or is obligated to make contributions, or in the case
of a multiple  employer plan (as described in Section 4064(a) of ERISA) has made
contributions at any time during the immediately preceding five (5) plan years.

         "Permitted Liens" has the meaning specified in Section 8.01.

         "Person"  means  an  individual,   partnership,   corporation,  limited
liability company,  business trust, joint stock company,  trust,  unincorporated
association, joint venture or Governmental Authority.

         "Plan"  means an employee  benefit  plan (as defined in Section 3(3) of
ERISA) which the Company sponsors or maintains or to which the Company makes, is
making, or is obligated to make contributions and includes any Pension Plan.

         "Pledge  Agreement" means each Pledge Agreement  executed and delivered
by the  Company or a Pledgor  Subsidiary  pursuant  to Section  5.0.1(g)  of the
Existing  Credit  Agreement,  as amended,  supplemented,  restated or  otherwise
modified from time to time.

         "Pledged   Collateral"   has  the  meaning   specified  in  the  Pledge
Agreements.

         "Pledged Property" has the meaning specified in the Pledge Agreements.

         "Pledged Shares" has the meaning specified in the Pledge Agreements.

         "Pledgor  Subsidiary" means any Subsidiary of the Company or of another
Subsidiary executing and delivering a Pledge Agreement.

         "PMAT" means Permanente Medical Association of Texas.
          ----

         "Pro Rata  Share"  means,  as to any Bank at any time,  the  percentage
equivalent (expressed as a decimal,  rounded to the ninth decimal place) at such
time of such Bank's Commitment divided by the combined Commitments of all Banks.

         "Prospective Premium Default" shall mean the institution,  with respect
to the  Company  or any of its  Subsidiaries  by an HMO  Regulator  pursuant  to
applicable  HMO  Regulations,  of a restriction on the fees or premiums that any
HMO  Subsidiary of the Company may charge that is likely to cause the Company to
be in default of one or more of the financial  covenants in Section 8.14 of this
Agreement  during  one or  more  of the  four  fiscal  quarters  of the  Company
following the effective date of such restriction;  provided that, in determining
such  likelihood,  due  consideration  shall  be given of  actions  the  Company
proposes  to take,  or to have any HMO  Subsidiary  take,  in  response  to such
restriction  to the extent  such  actions  have been  communicated  to the Banks
within  30 days  after  such  effective  date  and so long as no  other  Default
(whether or not related to such  restriction)  shall then have  occurred  and be
continuing.

         "Regulatory Tangible Net Equity" shall mean, for any HMO, "tangible net
equity,"  "net worth" or such  similar  financial  concept as defined by any HMO
Regulation  promulgated  by any HMO Regulator as shall be applicable to HMOs and
for any  Workers  Compensation  Subsidiary,  any  similar  financial  concept as
defined  by any  Workers  Compensation  Regulation  promulgated  by any  Workers
Compensation  Regulator  as  shall be  applicable  to any  Workers  Compensation
Subsidiary.

         "Regulatory Tangible Net Equity Requirement" shall mean, as to any HMO,
the minimum level at which an HMO is required by any  applicable  HMO Regulation
or HMO  Regulator to maintain its  Regulatory  Tangible Net Equity and as to any
Workers Compensation  Subsidiary,  the minimum level at which such Subsidiary is
required  by  any  applicable  Workers   Compensation   Regulations  or  Workers
Compensation Regulator to maintain its Regulatory Tangible Net Equity.

         "Reportable  Event"  means,  any of the  events  set  forth in  Section
4043(b) of ERISA or the  regulations  thereunder,  other than any such event for
which the 30-day notice  requirement  under ERISA has been waived in regulations
issued by the PBGC.

         "Requirement  of Law" means,  as to any Person,  any law  (statutory or
common),  treaty,  rule or regulation or  determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

         "Responsible   Officer"  means  the  chief  executive  officer  or  the
president  of the  Company,  the chief  financial  officer or any other  officer
having substantially the same authority and responsibility;  or, with respect to
compliance with financial covenants,  the chief financial officer, the treasurer
or  the  assistant  treasurer  of  the  Company,  or any  other  officer  having
substantially the same authority and responsibility.

         "Restricted Subsidiary" means (i) each Subsidiary listed on part (c) of
Schedule  6.18,  (ii) any  Subsidiary or HMO  Subsidiary  created by the Company
after the  Effective  Date that is regulated by the  department  of insurance or
similar  agency of any State and (iii) any  Subsidiary  of the Company which has
assets of less than $25,000, provided,  however, the aggregate of amount for all
Subsidiaries under this clause (ii) shall not exceed $500,000.

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

         "Revolving Termination Date" means the earlier to occur of:

                  (a)      September 30, 2003; and

                  (b)  the date on which the Commitments terminate
in accordance with the provisions of this Agreement.

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

         "Security  Agreement"  means the Security  Agreement dated as of August
23,  2000  executed  and  delivered  by  the  Company  and  the   Non-Restricted
Subsidiaries, as amended, supplemented, restated or otherwise modified from time
to time.

         "Senior Debt" means,  as of any date the aggregate  Indebtedness of the
Company under this Agreement.

         "Sierra Military" means Sierra Military Health Services, Inc.
          ---------------

         "Sierra Military Receivables  Financing" means the sale or financing by
Sierra Military of a substantial  portion of its eligible accounts receivable on
terms reasonably acceptable to the Majority Banks.

         "Significant  Subsidiary" shall mean HMO Texas and any other Subsidiary
of the  Company  of which  (i) the  revenues  (directly  and  together  with its
Subsidiaries)  for the most recent fiscal year of the Company were at least five
percent (5%) of the Company's consolidated revenues for such fiscal year or (ii)
the consolidated  total assets as of the last day of the most recent fiscal year
of the Company  were at least five percent  (5%) of the  Company's  consolidated
total assets as of such date.

         "Specialty  Combined  Ratio" means,  for CIIC at any date, the ratio of
(i) loss and loss adjustment expense plus underwriting  expenses plus management
fees plus policyholder  dividends,  but exclusive of special charges taken prior
to  December  1,  2000  and of  any  releases  of  premium  deficiency  reserves
established prior to the Effective Date, all for the four fiscal quarters ending
on such date to (ii) net earned  premiums for such period.  The  calculation  of
this ratio shall  include  prior  accident  year loss  development  and shall be
calculated  consistent with the  presentation in the Company's Form 10-K for the
fiscal year ended December 31, 1999.

         "Subsidiary"   of  a  Person   means  any   corporation,   association,
partnership,  limited liability company,  joint venture or other business entity
of which 50% or more of the voting stock,  membership  interests or other equity
interests  (in the  case of  Persons  other  than  corporations),  is  owned  or
controlled  directly  or  indirectly  by  the  Person,  or one  or  more  of the
Subsidiaries  of the  Person,  or a  combination  thereof.  Unless  the  context
otherwise  clearly  requires,  references  herein to a  "Subsidiary"  refer to a
Subsidiary of the Company.

         "Sumitomo Lease" means the Master Lease and Security Agreement dated as
of September 31, 1997, as amended, between the Company and Sumitomo Bank Leasing
and Finance Inc.

         "Surety Instruments" means all letters of credit (including standby and
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.

         "Swap  Contract"  means  any  agreement,  whether  or not  in  writing,
relating  to any  transaction  that is a rate swap,  basis  swap,  forward  rate
transaction,  commodity swap,  commodity option,  equity or equity index swap or
option,  bond,  note or bill  option,  interest  rate  option,  forward  foreign
exchange  transaction,   cap,  collar  or  floor  transaction,   currency  swap,
cross-currency  rate  swap,  swaption,  currency  option or any  other,  similar
transaction  (including  any option to enter into any of the  foregoing)  or any
combination  of  the  foregoing,  and,  unless  the  context  otherwise  clearly
requires,  any  master  agreement  relating  to or  governing  any or all of the
foregoing.

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

         "Taxes" means any and all present or future taxes, levies, assessments,
imposts,  duties,  deductions,  fees,  withholdings or similar charges,  and all
liabilities  with respect thereto,  excluding,  in the case of each Bank and the
Agent,  respectively,  taxes  imposed  on or  measured  by its net income by the
jurisdiction (or any political subdivision thereof) under the laws of which such
Bank or the  Agent,  as the case may be, is  organized  or  maintains  a lending
office.

         "The  Medical  Group of Texas"  means,  The Medical  Group of Texas and
Sierra Texas Systems, Inc.

         "Total  Assets"  of  any  Person  means  all  property  (whether  real,
personal, tangible, intangible or mixed) that, in accordance with GAAP should be
included  in  determining  total  assets  as shown on the asset  portion  of the
balance sheet of such Person.

         "Total  Liabilities"  of any  Person  means all  obligations  that,  in
accordance  with GAAP,  would be included in  determining  total  liabilities as
shown on the liabilities side of the balance sheet of such Person.

         "2314  Partnership"  means 2314 West Charleston  Partnership,  a Nevada
general  partnership of which the general partner is Southwest  Realty,  Inc., a
Nevada corporation which is a wholly-owned subsidiary of the Company.

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

         "United States" and "U.S." each means the United States of America.
          -------------       ----

         "Workers'   Compensation   Business"   shall  mean  the   business   of
underwriting  workers'  compensation  insurance  and  performing  administrative
functions related thereto.

         "Workers'  Compensation Event" shall mean failure by the Company or any
of its Workers' Compensation Subsidiaries to comply in any material respect with
any  of  the  terms  and  provisions  of any  applicable  Workers'  Compensation
Regulation  pertaining to the fiscal soundness,  solvency or financial condition
of  the  Company  or  any  of its  Workers'  Compensation  Subsidiaries,  or the
assertion  in writing,  after the  Effective  Date,  by a Workers'  Compensation
Regulator that it intends to take  administrative  action against the Company or
any  of  its  Workers'  Compensation   Subsidiaries  to  revoke  or  modify  any
Governmental  Approval  of, or to enforce  the  fiscal  soundness,  solvency  or
financial provisions or requirements of such Workers'  Compensation  Regulations
against, the Company or any of its Workers' Compensation  Subsidiaries,  if such
action,  modification  or  enforcement  is reasonably  likely to have a Material
Adverse Effect.

         "Workers' Compensation  Regulations" shall mean all Requirements of Law
applicable to any Workers'  Compensation  Subsidiary  under federal or state law
and any regulations, orders and directives promulgated or issued pursuant to the
foregoing in connection with the operation of its Workers Compensation Business.

         "Workers'  Compensation  Regulator"  means any Person  charged with the
administration,  oversight or enforcement of a Workers' Compensation Regulation,
whether primarily, secondarily, or jointly.

         "Workers'  Compensation  Subsidiary"  shall mean any  current or future
Subsidiary   of  the  Company  that  is  primarily   involved  in  the  Workers'
Compensation Business.

         "Wholly-Owned  Subsidiary"  means any  corporation in which (other than
directors'  qualifying shares required by law) 100% of the capital stock of each
class having  ordinary  voting power,  in each case, at the time as of which any
determination  is being  made,  is owned,  beneficially  and of  record,  by the
Company, or by one or more of the other Wholly-Owned Subsidiaries, or both.

1.02               Other Interpretive Provisions.
                  -----------------------------

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

(b) The words  "hereof",  "herein",  "hereunder" and similar words refer to this
Agreement as a whole and not to any particular provision of this Agreement;  and
subsection,  Section,  Schedule  and Exhibit  references  are to this  Agreement
unless otherwise specified.

(i)      The  term  "documents"  includes  any and all  instruments,  documents,
         agreements,  certificates,  indentures,  notices  and  other  writings,
         however evidenced.

(ii)      The term "including" is not limiting and means "including without
          limitation."

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

(iv)     The term  "property"  includes  any kind of  property  or asset,  real,
         personal or mixed, tangible or intangible.

(c)               Unless otherwise expressly provided herein,

(i)      references  to  agreements   (including   this   Agreement)  and  other
         contractual  instruments  shall be deemed  to  include  all  subsequent
         amendments and other modifications thereto, but only to the extent such
         amendments and other  modifications  are not prohibited by the terms of
         any Loan Document, and

(ii)     references  to  any  statute  or  regulation  are  to be  construed  as
         including  all  statutory  and  regulatory  provisions   consolidating,
         amending,  replacing,  supplementing  or  interpreting  the  statute or
         regulation.

(d) The captions and headings of this Agreement are for convenience of reference
only and shall not affect the interpretation of this Agreement.

(e)  This  Agreement  and  other  Loan  Documents  may  use  several   different
limitations,  tests or measurements to regulate the same or similar matters. All
such  limitations,  tests and  measurements  are  cumulative  and shall  each be
performed in accordance with their terms.  Unless otherwise  expressly provided,
any  reference  to any  action  of the  Agent or the  Banks  by way of  consent,
approval  or  waiver  shall be  deemed  modified  by the  phrase  "in  its/their
reasonable discretion."

(f) This Agreement and the other Loan  Documents are the result of  negotiations
among and have been reviewed by counsel to the Agent,  the Company and the other
parties,  and are the  products of all parties.  Accordingly,  they shall not be
construed against the Banks or the Agent merely because of the Agent's or Banks'
involvement in their preparation.

1.03                 Accounting Principles.
                    ---------------------

(a) Unless the context  otherwise  clearly  requires,  all accounting  terms not
expressly  defined  herein shall be construed,  and all  financial  computations
required  under  this  Agreement   shall  be  made,  in  accordance  with  GAAP,
consistently applied.

(b)      References herein to "fiscal year" and "fiscal quarter" refer to such
fiscal periods of the Company.


                                                     ARTICLE II

                                                    THE CREDITS

2.01  Amounts and Terms of Commitments.  Each Bank severally  agrees, on the
terms and conditions set forth herein, to make loans to the Company (each such
loan, a "Revolving  Loan") from time to time on any  Business Day during
the period from
the Closing Date to the Revolving  Termination  Date, in an aggregate amount not
to exceed at any time  outstanding  the amount set forth on Schedule  2.01 (such
amount as the same may be reduced  under  Section 2.04 or revised as a result of
one or more assignments under Section 10.08, the Bank's "Commitment"); provided,
however,  that,  after giving  effect to any Borrowing of Revolving  Loans,  the
Effective Amount of all outstanding  Revolving Loans and the Effective Amount of
all L/C Obligations,  shall not at any time exceed the combined Commitments; and
provided  further,  that the Effective Amount of the Revolving Loans of any Bank
plus  the  participation  of  such  Bank  in the  Effective  Amount  of all  L/C
Obligations  shall not at any time  exceed such  Bank's  Commitment.  Within the
limits of each Bank's Commitment,  and subject to the other terms and conditions
hereof,  the Company may borrow under this section  2.01,  prepay under  Section
2.05 and reborrow  under this section 2.01.  All  Revolving  Loans shall be Base
Rate Loans.

2.02                 Loan Accounts.
                    -------------

(a) The Loans made by each Bank and the Letters of Credit  Issued by the Issuing
Bank shall be evidenced by one or more  accounts or records  maintained  by such
Bank or Issuing  Bank,  as the case may be, in the ordinary  course of business.
The accounts or records  maintained by the Agent, the Issuing Bank and each Bank
shall be  presumptive  evidence  of the amount of the Loans made by the Banks to
the Company and the Letters of Credit Issued for the account of the Company, and
the interest and payments  thereon.  Any failure to so maintain such accounts or
records, or any error in doing so, shall not, however, limit or otherwise affect
the obligation of the Company  hereunder to pay any amount owing with respect to
the Loans or any Letter of Credit.

(b) Upon the request of any Bank made through the Agent,  the Loans made by such
Bank may be  evidenced  by one or more Notes,  instead of or in addition to loan
accounts.  Each such Bank shall endorse on the schedules  annexed to its Note(s)
the date,  amount  and  maturity  of each Loan made by it and the amount of each
payment of principal made by the Company with respect thereto. Each such Bank is
irrevocably  authorized  by the  Company to endorse  its Note(s) and each Bank's
record shall be conclusive absent manifest error;  provided,  however,  that the
failure  of a Bank to make,  or an error in  making,  a  notation  thereon  with
respect to any Loan shall not limit or otherwise  affect the  obligations of the
Company hereunder or under any such Note to such Bank.

2.03                 Procedure for Borrowing.
                    -----------------------

(a)  Each  Borrowing  of  Revolving  Loans  shall  be made  upon  the  Company's
irrevocable  written  notice  delivered  to the Agent in the form of a Notice of
Borrowing  (which  notice must be received by the Agent prior to 10:00 a.m. (San
Francisco  time)  one  Business  Day  prior  to the  requested  Borrowing  Date,
specifying:

(A) the amount of the Borrowing, which shall be in an aggregate minimum amount
    of $1,000,000 or any multiple of $100,000 in excess thereof; and

(B) the requested Borrowing Date, which shall be a Business Day.

(b) The Agent will  promptly  notify  each Bank of its  receipt of any Notice of
Borrowing and of the amount of such Bank's Pro Rata Share of that Borrowing.

(c) Each  Bank  will make the  amount  of its Pro Rata  Share of each  Borrowing
available  to the Agent for the account of the  Company at the  Agent's  Payment
Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by the
Company in funds  immediately  available to the Agent.  The proceeds of all such
Loans will then be made  available to the Company by the Agent by wire  transfer
in accordance with written instructions  provided to the Agent by the Company of
like funds as received by the Agent.

2.04 Voluntary Termination or Reduction of Commitments. The Company may, upon
not less than  three  Business  Days'  prior  notice  to the  Agent,  terminate
the Commitments,  or  permanently  reduce the  Commitments  by an aggregate
minimum amount of $1,000,000 or any multiple of  $1,000,000 in excess
thereof;  unless,
after  giving  effect  thereto  and to any  prepayments  of  Loans  made  on the
effective date thereof,  (i) the Effective Amount of all Revolving Loans and L/C
Obligations together would exceed the amount of the combined Commitments then in
effect,  or (ii) the Effective  Amount of all L/C Obligations  then  outstanding
would exceed the L/C  Commitment.  Once reduced in accordance with this Section,
the Commitments may not be increased.  Any reduction of the Commitments shall be
applied  to each Bank  according  to its Pro Rata  Share.  If and to the  extent
specified  by  the  Company  in the  notice  to the  Agent,  some  or all of the
reduction  in the  combined  Commitments  shall be  applied  to  reduce  the L/C
Commitment.  All  accrued  commitment  and  letter  of credit  fees to,  but not
including,  the effective date of any reduction or  termination of  Commitments,
shall be paid on the effective date of such reduction or termination.

2.05 Optional Prepayments.  Subject to Section 4.04, the Company may, at any
time
or from time to time, upon not less than one Business Day's  irrevocable  notice
to the Agent,  ratably  prepay  Revolving  Loans in whole or in part, in minimum
amounts of $1,000,000 or any multiple of $100,000 in excess thereof. Such notice
of prepayment  shall specify the date and amount of such  prepayment.  The Agent
will  promptly  notify each Bank of its receipt of any such notice,  and of such
Bank's  Pro  Rata  Share  of such  prepayment.  If such  notice  is given by the
Company, the Company shall make such prepayment and the payment amount specified
in such notice shall be due and payable on the date specified therein,  together
with  accrued  interest to each such date on the amount  prepaid and any amounts
required pursuant to Section 4.04.  Amounts so prepaid may be reborrowed subject
to the applicable provisions of this Agreement.

2.06    Mandatory Prepayments of Loans; Mandatory Commitment Reductions and
       Repayments.
       --------------------------------------------------------------------

(a) If on any date the  Effective  Amount  of L/C  Obligations  exceeds  the L/C
Commitment,  the Company shall Cash  Collateralize  on such date the outstanding
Letters of Credit in an amount  equal to the excess of the  maximum  amount then
available  to be drawn  under the  Letters  of  Credit  over the  Aggregate  L/C
Commitment.  Subject to Section  4.04, if on any date after giving effect to any
Cash Collateralization made on such date pursuant to the preceding sentence, the
Effective  Amount of all  Revolving  Loans then  outstanding  plus the Effective
Amount of all L/C  Obligations  exceeds the  combined  Commitments,  the Company
shall  immediately,  and  without  notice  or  demand,  prepay  the  outstanding
principal  amount of the Revolving  Loans and L/C Advances by an amount equal to
the applicable excess.

(b) On each date set forth below, the aggregate  Commitments shall,  without any
further action,  automatically  and permanently  reduced by the amount set forth
opposite such date:

                           Date                        Amount

                  June 30, 2001                      $2,000,000
                  December 31, 2001                  $3,000,000
                  June 30, 2002                      $6,000,000
                  December 31, 2002                  $6,000,000
                  June 30, 2003                     $10,000,000

provided,  however,  that  on the  Revolving  Termination  Date,  the  aggregate
Commitments  shall be zero and on such date the Company shall repay to the Banks
the aggregate principal amount of Loans outstanding on such date.

(c) In addition to the foregoing,  80% of the Company's  annual Excess Cash Flow
shall be applied to the repayment  and  Commitment  reductions  set forth above,
with such  application  to be made in the inverse  order of  maturity  set forth
above.

(d) In addition to the Commitment  reductions  specified  above,  80% of all Net
Cash Proceeds from any asset sales or from any sale and leaseback transaction of
the  Company or a  Non-Restricted  Subsidiary  (other  than (i) the asset  sales
described  in  subsections  (d),  (e) and (f) of Section  8.02 and (ii) Net Cash
Proceeds  from asset  sales in the  ordinary  course of  business  not to exceed
$250,000 for any single transaction or $1,000,000 in the aggregate in any fiscal
year),  80% of the Net Cash Proceeds from any equity issuances by the Company or
any Subsidiary (excluding the proceeds of an equity offering by the Company, CII
or CIIC used to retire the Convertible  Debt and excluding  equity issued by the
Company in exchange for the Convertible  Debt) and 100% of the Net Cash Proceeds
of any debt issuances by the Company  (excluding CII, any Restricted  Subsidiary
and  Sierra  Military's  Receivables  Financing)  shall be  applied to repay the
Obligations  and to a  permanent  reduction  of the  Commitments.  All Net  Cash
Proceeds  described  herein shall be applied to the repayment of the Obligations
in the inverse order of maturity set forth in subsection (b) hereof.

2.07                 Interest.
                    --------

(a) As of the Effective  Date,  each  Revolving  Loan shall bear interest on the
outstanding  principal  amount thereof from the  applicable  Borrowing Date at a
rate per annum equal to the Base Rate plus 1.75%; provided,  however, the margin
for the Base Rate Loans (the "Applicable  Margin") may be increased or decreased
as follows:

(i)      If the Commitments have been reduced to $135,000,000 primarily from the
         net  proceeds  from the  sale and  leaseback  of the  Company's  Nevada
         properties  (and  exclusive  of CII  sale  proceeds  and the  scheduled
         Commitment  reductions),  the  Applicable  Margin  shall be  reduced by
         1.125%;

(ii)     The Applicable  Margin will reduce by 0.25% if the Company shall reduce
         the Commitments by at least  $25,000,000 from the net proceeds from the
         sale of CII and by an additional  0.25% if the Company shall reduce the
         Commitments  by more than  $26,000,000 of net proceeds from the sale of
         CII;

(iii)    Commencing  with the year  beginning  January,  2002,  the  Company may
         achieve additional pricing reductions based upon the terms set forth on
         Schedule 2.07;

(iv)     If the  Sierra  Military  Receivables  Financing  shall  not have  been
         completed by March 31, 2001,  then the Applicable  Margin will increase
         by 0.50% from and after such date  until  such  transaction  shall have
         been so completed; and

(v)      If the  aggregate  Obligations  and  Commitments  shall  not have  been
         reduced by at least  $50,000,000  primarily from the sale and leaseback
         of the Company's Nevada properties on or before June 30, 2001, then the
         Applicable Margin will increase by 1.25% from and after such date until
         such a reduction shall have been so made.

(b) If this  Agreement  and all other Loan  Documents are executed and delivered
and shall become  effective on or before  December 15, 2000,  the payment by the
Company of the incremental 2.00% default interest rate under the Existing Credit
Agreement  shall be waived for the period from and after November 1, 2000 to the
Effective Date.

(c) Interest on each  Revolving  Loan shall be paid in arrears on each  Interest
Payment  Date.  During the  existence  of any Event of Default,  interest on all
Loans shall be paid on demand of the Agent at the request or with the consent of
the Majority Banks.

(d) Notwithstanding  subsection (a) of this Section,  while any Event of Default
exists or after  acceleration,  the Company shall pay interest (after as well as
before  entry  of  judgment  thereon  to the  extent  permitted  by  law) on the
principal  amount of all outstanding  Obligations,  at a rate per annum which is
determined  by adding 2% per annum to the  Applicable  Margin then in effect for
such Loans and, in the case of Obligations not subject to an Applicable  Margin,
at a rate per annum equal to the Base Rate plus 2%.

(e) Anything  herein to the contrary  notwithstanding,  the  obligations  of the
Company to any Bank hereunder  shall be subject to the limitation  that payments
of interest  shall not be required for any period for which interest is computed
hereunder,  to the  extent  (but only to the  extent)  that  contracting  for or
receiving  such payment by such Bank would be contrary to the  provisions of any
law  applicable  to such Bank  limiting the highest rate of interest that may be
lawfully contracted for, charged or received by such Bank, and in such event the
Company shall pay such Bank interest at the highest rate permitted by applicable
law.

2.08              Fees.  In addition to certain fees described in Section 3.08:
                 ----                                            ------------

(a)  Agents' Fees.  Commencing on the Effective Date and continuing on each
     ------------
      anniversary thereof, the

Company shall pay to the Agent an annual administrative agency fee described in
the Fee Letter.

(b) Commitment  Fees. The Company shall pay to the Agent for the account of each
Bank a  commitment  fee on the  average  daily  unused  portion  of such  Bank's
Commitment, computed on a quarterly basis in arrears on the last Business Day of
each fiscal quarter,  equal to the product of (i) the Applicable  Commitment Fee
Rate and (ii) the average daily unused portion of such Bank's  Commitment during
such  fiscal  quarter.  For  purposes  of  calculating  utilization  under  this
subsection,  the Commitments shall be deemed used to the extent of the Effective
Amount of Revolving  Loans then  outstanding,  plus the Effective  Amount of L/C
Obligations  then  outstanding.  Such  commitment  fee  shall  accrue  from  the
Effective  Date to the Revolving  Termination  Date and shall be due and payable
quarterly  in  arrears  on the  last  day of each  March,  June,  September  and
December,  commencing December 31, 2000 through the Revolving  Termination Date,
with the final payment to be made on the Revolving  Termination  Date;  provided
that,  in connection  with any reduction or  termination  of  Commitments  under
Section 2.04 or Section 2.06,  the accrued  commitment  fee  calculated  for the
period  ending on such date shall also be paid on the date of such  reduction or
termination,  with the following quarterly payment being calculated on the basis
of the period from such reduction or termination date to such quarterly  payment
date. The commitment fees provided in this subsection  shall accrue at all times
after the above-mentioned  commencement date, including at any time during which
one or more conditions in Article V are not met.

(c)  Amendment  Fee. On the Effective  Date,  the Company shall pay to each Bank
executing  this Agreement a fee in an amount equal to 0.50% of the Commitment of
such Bank and the Company  shall  deposit  into an  interest-bearing  collateral
account  controlled by the Agent an amount equal to an  additional  0.50% of the
Commitments of the Banks executing this Agreement.  If the aggregate Commitments
shall have been  reduced  by at least  $50,000,000  primarily  from the sale and
leaseback of the Company's  Nevada  properties  on or before June 30, 2001,  the
escrowed fees and accrued  interest  shall be returned to the Company and if the
aggregate  Commitments  shall  not have  been  reduced  by at least  $50,000,000
primarily from the sale and leaseback of the Company's Nevada  properties,  such
escrowed fee and accrued  interest  shall be  automatically  distributed  to the
Banks on such date.

2.09 Computation of Fees and Interest. All computations of interest for Base
Rate
Loans when the Base Rate is determined  by Bank of America's  "prime rate" shall
be made on the  basis of a year of 365 or 366  days,  as the  case  may be,  and
actual days elapsed.  All other  computations of fees shall be made on the basis
of a 360-day year and actual days elapsed  (which results in more interest being
paid than if computed on the basis of a 365-day  year).  Interest and fees shall
accrue during each period  during which  interest or such fees are computed from
the first day thereof to the last day thereof.

2.10                Payments by the Company.
                    -----------------------

(a) All  payments  to be made by the  Company  shall  be made  without  set-off,
recoupment or counterclaim.  Except as otherwise  expressly provided herein, all
payments by the Company  shall be made to the Agent for the account of the Banks
at the Agent's Payment  Office,  and shall be made in dollars and in immediately
available  funds,  no later  than 11:00 a.m.  (San  Francisco  time) on the date
specified herein.  The Agent will promptly  distribute to each Bank its Pro Rata
Share (or other applicable  share as expressly  provided herein) of such payment
in like funds as  received.  Any payment  received by the Agent later than 11:00
a.m. (San Francisco time) shall be deemed to have been received on the following
Business Day and any applicable interest or fee shall continue to accrue.

(b) Whenever any payment is due on a day other than a Business Day, such payment
shall be made on the following Business Day, and such extension of time shall in
such case be included in the  computation  of interest or fees,  as the case may
be.

(c) Unless the Agent receives notice from the Company prior to the date on which
any payment is due to the Banks that the Company  will not make such  payment in
full as and when  required,  the Agent may assume that the Company has made such
payment in full to the Agent on such date in immediately available funds and the
Agent may (but shall not be so  required),  in  reliance  upon such  assumption,
distribute  to each Bank on such due date an amount equal to the amount then due
such Bank. If and to the extent the Company has not made such payment in full to
the Agent, each Bank shall repay to the Agent on demand such amount  distributed
to such Bank,  together with interest thereon at the Federal Funds Rate for each
day from the date such amount is distributed to such Bank until the date repaid.

2.11                Payments by the Banks to the Agent.
                    ----------------------------------

(a) Unless the Agent receives notice from a Bank at least one Business Day prior
to the date of such  Borrowing,  that such Bank will not make  available  as and
when  required  hereunder to the Agent for the account of the Company the amount
of that Bank's Pro Rata Share of the  Borrowing,  the Agent may assume that each
Bank has made such amount available to the Agent in immediately  available funds
on the  Borrowing  Date and the Agent may (but  shall  not be so  required),  in
reliance  upon such  assumption,  make  available  to the Company on such date a
corresponding amount. If and to the extent any Bank shall not have made its full
amount  available to the Agent in immediately  available  funds and the Agent in
such  circumstances  has made  available to the Company  such amount,  that Bank
shall on the  Business  Day  following  such  Borrowing  Date make  such  amount
available to the Agent,  together  with  interest at the Federal  Funds Rate for
each day during such  period.  A notice of the Agent  submitted to any Bank with
respect to amounts owing under this  subsection (a) shall be conclusive,  absent
manifest error.  If such amount is so made available,  such payment to the Agent
shall  constitute  such Bank's Loan on the date of Borrowing for all purposes of
this  Agreement.  If such  amount  is not  made  available  to the  Agent on the
Business Day following the Borrowing  Date, the Agent will notify the Company of
such failure to fund and,  upon demand by the Agent,  the Company shall pay such
amount to the Agent for the Agent's account,  together with interest thereon for
each day elapsed since the date of such Borrowing,  at a rate per annum equal to
the interest rate applicable at the time to the Loans comprising such Borrowing.

(b) The  failure  of any Bank to make any Loan on any  Borrowing  Date shall not
relieve  any  other  Bank  of any  obligation  hereunder  to make a Loan on such
Borrowing  Date, but no Bank shall be  responsible  for the failure of any other
Bank to make the Loan to be made by such other Bank on any Borrowing Date.

2.12 Sharing of Payments,  Etc. If, other than as expressly  provided  elsewhere
herein,  any Bank shall  obtain on  account of the Loans made by it any  payment
(whether voluntary,  involuntary,  through the exercise of any right of set-off,
or  otherwise)  in excess of its  ratable  share  (or other  share  contemplated
hereunder),  such Bank shall  immediately (a) notify the Agent of such fact, and
(b) purchase from the other Banks such  participations in the Loans made by them
as shall be necessary to cause such  purchasing Bank to share the excess payment
pro rata with each of them;  provided,  however,  that if all or any  portion of
such excess  payment is thereafter  recovered  from the  purchasing  Bank,  such
purchase  shall to that extent be  rescinded  and each other Bank shall repay to
the purchasing  Bank the purchase  price paid therefor,  together with an amount
equal to such paying Bank's  ratable share  (according to the  proportion of (i)
the amount of such paying Bank's required  repayment to (ii) the total amount so
recovered  from the  purchasing  Bank) of any  interest or other  amount paid or
payable by the purchasing Bank in respect of the total amount so recovered.  The
Company  agrees that any Bank so  purchasing a  participation  from another Bank
may, to the fullest extent permitted by law,  exercise all its rights of payment
(including  the right of set-off,  but subject to Section 11.10) with respect to
such  participation  as fully as if such Bank were the  direct  creditor  of the
Company in the amount of such participation.  The Agent will keep records (which
shall  be  conclusive  and  binding  in  the  absence  of  manifest   error)  of
participations  purchased  under this  Section  and will in each case notify the
Banks following any such purchases or repayments.

2.13 Security.  All obligations of the Company under this  Agreement,  the Notes
all other Loan  Documents  and any Swap  Contract  entered  into with a Bank and
permitted  under  this  Agreement  shall  be  secured  in  accordance  with  the
Collateral Documents.

                                                     ARTICLE III

                                               THE LETTERS OF CREDIT

3.01                The Letter of Credit Subfacility.
                   --------------------------------

(a) On the terms and  conditions  set forth  herein (i) the Issuing Bank agrees,
(A) from time to time on any  Business  Day during the period  from the  Closing
Date to the day thirty  days prior to the  Revolving  Termination  Date to issue
Letters of Credit for the account of the Company,  and to amend or renew Letters
of Credit  previously  issued by it, in accordance with subsections  3.02(c) and
3.02(d), and (B) to honor drafts under the Letters of Credit; and (ii) the Banks
severally  agree to  participate  in Letters of Credit Issued for the account of
the  Company;  provided,  that the Issuing Bank shall not be obligated to Issue,
and no Bank shall be obligated to participate  in, any Letter of Credit if as of
the date of  Issuance of such  Letter of Credit  (the  "Issuance  Date") (1) the
Effective  Amount  of all L/C  Obligations  plus  the  Effective  Amount  of all
Revolving Loans exceeds the combined  Commitments,  (2) the participation of any
Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of
the  Revolving  Loans of such Bank  exceeds such Bank's  Commitment,  or (3) the
Effective  Amount of L/C  Obligations  exceeds  the L/C  Commitment.  Within the
foregoing  limits,  and subject to the other terms and  conditions  hereof,  the
Company's  ability to obtain  Letters of Credit shall be fully  revolving,  and,
accordingly,  the Company may,  during the foregoing  period,  obtain Letters of
Credit to replace  Letters of Credit which have expired or which have been drawn
upon and reimbursed.

(b)               The Issuing Bank is under no obligation to Issue any
                  Letter of Credit if:

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

(ii)     the Issuing Bank has received  written  notice from any Bank, the Agent
         or the Company,  on or prior to the Business Day prior to the requested
         date of  Issuance  of such  Letter of  Credit,  that one or more of the
         applicable conditions contained in Article V is not then satisfied;

(iii)    the expiry date of any requested  Letter of Credit is (A) more than 364
         days  after  the date of  Issuance,  unless  the  Majority  Banks  have
         approved  such expiry  date in  writing,  or (B) later than thirty days
         prior to the Revolving Termination Date;

(iv)     any requested  Letter of Credit does not provide for drafts,  or is not
         otherwise in form and substance  acceptable to the Issuing Bank, or the
         Issuance of a Letter of Credit shall violate any applicable policies of
         the Issuing Bank;

     (v) any  requested  Letter of Credit is for the purpose of  supporting  the
issuance of any letter of credit by any other Person; or

     (vi) such Letter of Credit is in a face amount less than  $500,000 or to be
denominated in a currency other than Dollars.

3.02               Issuance, Amendment and Renewal of Letters of Credit.
                  ----------------------------------------------------

(a) Each Letter of Credit shall be issued upon the  irrevocable  written request
of the Company  received by the Issuing Bank (with a copy sent by the Company to
the  Agent) at least four days (or such  shorter  time as the  Issuing  Bank may
agree in a  particular  instance in its sole  discretion)  prior to the proposed
date of issuance.  Each such request for issuance of a Letter of Credit shall be
by facsimile,  confirmed  immediately in an original writing,  in the form of an
L/C  Application,  and shall  specify  in form and  detail  satisfactory  to the
Issuing Bank:

(i)               the proposed date of issuance of the Letter of Credit
                  (which shall be a Business Day);

(ii)              the face amount of the Letter of Credit;

(iii)     the expiry date of the Letter of Credit;

(iv)              the name and address of the beneficiary thereof;

     (v) the  documents  to be  presented  by the  beneficiary  of the Letter of
Credit in case of any drawing thereunder;

     (vi) the full text of any certificate to be presented by the beneficiary in
case of any drawing thereunder; and

(vii)     such other matters as the Issuing Bank may require.

(b) At least two  Business  Days prior to the  Issuance of any Letter of Credit,
the Issuing Bank will confirm with the Agent (by  telephone or in writing)  that
the  Agent  has  received  a  copy  of the  L/C  Application  or  L/C  Amendment
Application  from the Company  and, if not,  the Issuing  Bank will  provide the
Agent with a copy  thereof.  Unless the Issuing Bank has  received  notice on or
before the Business Day  immediately  preceding  the date the Issuing Bank is to
issue a requested Letter of Credit from the Agent (A) directing the Issuing Bank
not to issue such Letter of Credit  because such issuance is not then  permitted
under subsection 3.01(a) as a result of the limitations set forth in clauses (1)
through  (3)  thereof  or  subsection  3.01(b)(ii);  or (B)  that  one  or  more
conditions  specified in Article V are not then satisfied;  then, subject to the
terms and  conditions  hereof,  the Issuing Bank shall,  on the requested  date,
issue a Letter of Credit for the account of the Company in  accordance  with the
Issuing Bank's usual and customary business practices.

(c) From time to time while a Letter of Credit is  outstanding  and prior to the
Revolving  Termination  Date, the Issuing Bank will, upon the written request of
the Company received by the Issuing Bank (with a copy sent by the Company to the
Agent) at least four days (or such shorter time as the Issuing Bank may agree in
a particular  instance in its sole  discretion)  prior to the  proposed  date of
amendment,  amend any  Letter of Credit  issued  by it.  Each such  request  for
amendment  of  a  Letter  of  Credit  shall  be  made  by  facsimile,  confirmed
immediately  in an  original  writing,  made  in the  form  of an L/C  Amendment
Application  and shall  specify in form and detail  satisfactory  to the Issuing
Bank:  (i) the  Letter  of  Credit  to be  amended;  (ii) the  proposed  date of
amendment  of the Letter of Credit  (which shall be a Business  Day);  (iii) the
nature of the  proposed  amendment;  and (iv) such other  matters as the Issuing
Bank may  require.  The Issuing Bank shall be under no  obligation  to amend any
Letter of Credit if: (A) the Issuing Bank would have no  obligation at such time
to issue  such  Letter  of Credit in its  amended  form  under the terms of this
Agreement;  or (B) the  beneficiary of any such Letter of Credit does not accept
the proposed  amendment to the Letter of Credit.  The Agent will promptly notify
the  Banks  of  the  receipt  by it of any  L/C  Application  or  L/C  Amendment
Application.

(d) The  Issuing  Bank and the  Banks  agree  that,  while a Letter of Credit is
outstanding  and prior to the Revolving  Termination  Date, at the option of the
Company and upon the written request of the Company received by the Issuing Bank
(with a copy  sent by the  Company  to the  Agent)  at least  four days (or such
shorter time as the Issuing Bank may agree in a particular  instance in its sole
discretion)  prior to the proposed date of notification of renewal,  the Issuing
Bank shall be  entitled  to  authorize  the  automatic  renewal of any Letter of
Credit  issued by it. Each such  request for renewal of a Letter of Credit shall
be made by facsimile,  confirmed immediately in an original writing, in the form
of  an  L/C  Amendment  Application,  and  shall  specify  in  form  and  detail
satisfactory  to the Issuing Bank: (i) the Letter of Credit to be renewed;  (ii)
the  proposed  date of  notification  of renewal of the Letter of Credit  (which
shall be a Business Day); (iii) the revised expiry date of the Letter of Credit;
and (iv) such other  matters as the Issuing Bank may  require.  The Issuing Bank
shall be under no  obligation  so to renew  any  Letter of  Credit  if:  (A) the
Issuing Bank would have no obligation at such time to issue or amend such Letter
of Credit in its  renewed  form  under the terms of this  Agreement;  or (B) the
beneficiary of any such Letter of Credit does not accept the proposed renewal of
the Letter of Credit. If any outstanding  Letter of Credit shall provide that it
shall be  automatically  renewed unless the beneficiary  thereof receives notice
from the Issuing Bank that such Letter of Credit shall not be renewed, and if at
the time of  renewal  the  Issuing  Bank  would be  entitled  to  authorize  the
automatic  renewal of such Letter of Credit in accordance  with this  subsection
3.02(e)  upon the request of the  Company  but the  Issuing  Bank shall not have
received  any L/C  Amendment  Application  from the Company with respect to such
renewal or other  written  direction by the Company with  respect  thereto,  the
Issuing  Bank shall  nonetheless  be permitted to allow such Letter of Credit to
renew,  and the  Company  and the Banks  hereby  authorize  such  renewal,  and,
accordingly,  the Issuing Bank shall be deemed to have received an L/C Amendment
Application from the Company requesting such renewal.

(e) The Issuing  Bank may, at its  election  (or as required by the Agent at the
direction of the Majority  Banks),  deliver any notices of  termination or other
communications to any Letter of Credit  beneficiary or transferee,  and take any
other action as necessary or appropriate,  at any time and from time to time, in
order to cause the expiry  date of such  Letter of Credit to be a date not later
than the Revolving Termination Date.

(f)  This  Agreement  shall  control  in the  event  of any  conflict  with  any
L/C-Related Document (other than any Letter of Credit).

(g) The Issuing  Bank will also deliver to the Agent,  concurrently  or promptly
following  its  delivery of a Letter of Credit,  or amendment to or renewal of a
Letter of Credit, to an advising bank or a beneficiary, a true and complete copy
of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

   3.03  Existing  Letters  of  Credit;  Risk   Participations,   Drawings  and
          ----------------------------------------------------------------------

Reimbursements.

(a) On and after the  Closing  Date,  the  Existing  Letters of Credit  shall be
deemed for all  purposes,  including  for  purposes of the fees to be  collected
pursuant to  subsections  3.08(a) and 3.08(b),  and  reimbursement  of costs and
expenses to the extent provided herein, Letters of Credit outstanding under this
Agreement  and  entitled to the  benefits of this  Agreement  and the other Loan
Documents,  and shall be governed by the applications and agreements  pertaining
thereto  and by this  Agreement.  Each  Bank  shall be  deemed  to,  and  hereby
irrevocably and unconditionally agrees to, purchase from the Issuing Bank on the
Closing Date or on the  Commitment  Increase Date a  participation  in each such
Letter of Credit and each drawing  thereunder  in an amount equal to the product
of such  Bank's Pro Rata Share times the maximum  amount  available  to be drawn
under such Letter of Credit and the amount of such  drawing,  respectively.  For
purposes of subsection 2.01(b) and subsection  2.08(b),  the Existing Letters of
Credit shall be deemed to utilize pro rata the Commitment of each Bank.

(b) Immediately  upon the Issuance of each Letter of Credit in addition to those
described  in  subsection  3.03(a),  each Bank  shall be deemed  to,  and hereby
irrevocably  and  unconditionally  agrees to,  purchase  from the Issuing Bank a
participation in such Letter of Credit and each drawing  thereunder in an amount
equal to the  product  of (i) the Pro Rata  Share of such  Bank,  times (ii) the
maximum amount  available to be drawn under such Letter of Credit and the amount
of such drawing,  respectively. For purposes of Section 2.01, each Issuance of a
Letter of Credit  shall be deemed to utilize the  Commitment  of each Bank by an
amount equal to the amount of such participation.

(c) In the event of any  request  for a drawing  under a Letter of Credit by the
beneficiary  or transferee  thereof,  the Issuing Bank will promptly  notify the
Company.  The Company shall  reimburse the Issuing Bank prior to 10:00 a.m. (San
Francisco  time), on each date that any amount is paid by the Issuing Bank under
any Letter of Credit (each such date,  an "Honor  Date"),  in an amount equal to
the  amount so paid by the  Issuing  Bank.  In the event  the  Company  fails to
reimburse  the Issuing Bank for the full amount of any drawing  under any Letter
of Credit by 10:00 a.m. (San Francisco time) on the Honor Date, the Issuing Bank
will  promptly  notify the Agent and the Agent will  promptly  notify  each Bank
thereof,  and the Company shall be deemed to have requested that Revolving Loans
be made by the Banks to be  disbursed  on the Honor Date  under  such  Letter of
Credit,  subject  to the  amount  of the  unutilized  portion  of the  Revolving
Commitment  and subject to the  conditions set forth in Section 5.02. Any notice
given by the Issuing Bank or the Agent pursuant to this  subsection  3.03(c) may
be oral if immediately  confirmed in writing (including by facsimile);  provided
that  the  lack  of  such  an  immediate   confirmation  shall  not  affect  the
conclusiveness or binding effect of such notice.

(d) Each  Bank  shall  upon any  notice  pursuant  to  subsection  3.03(c)  make
available to the Agent for the account of the relevant Issuing Bank an amount in
Dollars and in  immediately  available  funds equal to its Pro Rata Share of the
amount of the  drawing,  whereupon  the  participating  Banks shall  (subject to
subsection 3.03(e)) each be deemed to have made a Loan consisting of a Base Rate
Loan to the  Company  in that  amount.  If any  Bank so  notified  fails to make
available  to the Agent for the account of the  Issuing  Bank the amount of such
Bank's Pro Rata  Share of the amount of the  drawing by no later than 12:00 noon
(San  Francisco  time) on the Honor Date,  then  interest  shall  accrue on such
Bank's  obligation  to make such  payment,  from the Honor Date to the date such
Bank makes such payment,  at a rate per annum equal to the Federal Funds Rate in
effect from time to time during such period. The Agent will promptly give notice
of the  occurrence of the Honor Date,  but failure of the Agent to give any such
notice on the Honor Date or in sufficient time to enable any Bank to effect such
payment on such date shall not relieve such Bank from its obligations under this
Section 3.03.

(e)  With  respect  to any  unreimbursed  drawing  that  is not  converted  into
Revolving  Loans to the  Company in whole or in part,  because of the  Company's
failure to satisfy  the  conditions  set forth in Section  5.02 or for any other
reason,  the Company  shall be deemed to have  incurred from the Issuing Bank an
L/C  Borrowing in the amount of such drawing,  which L/C Borrowing  shall be due
and payable on demand (together with interest) and shall bear interest at a rate
per annum  equal to the Base Rate plus the  Applicable  Margin,  and each Bank's
payment to the Issuing  Bank  pursuant  to  subsection  3.03(d)  shall be deemed
payment  in  respect  of its  participation  in such  L/C  Borrowing  and  shall
constitute an L/C Advance from such Bank in  satisfaction  of its  participation
obligation under this Section 3.03.

(f) Each Bank's  obligation in accordance  with this Agreement to make the Loans
or L/C Advances,  as contemplated by this Section 3.03, as a result of a drawing
under a Letter of  Credit,  shall be  absolute  and  unconditional  and  without
recourse  to the Issuing  Bank and shall not be  affected  by any  circumstance,
including  (i) any  set-off,  counterclaim,  recoupment,  defense or other right
which such Bank may have  against  the  Issuing  Bank,  the Company or any other
Person  for any reason  whatsoever;  (ii) the  occurrence  or  continuance  of a
Default,  an Event of Default or a Material  Adverse Effect;  or (iii) any other
circumstance,  happening or event  whatsoever,  whether or not similar to any of
the  foregoing;  provided,  however,  that each Bank's  obligation to make Loans
under this Section 3.03 is subject to the conditions set forth in Section 5.02.

3.04                 Repayment of Participations.
                    ---------------------------

(a) Upon (and only  upon)  receipt by the Agent for the  account of the  Issuing
Bank of immediately available funds from the Company (i) in reimbursement of any
payment  made by the  Issuing  Bank under the Letter of Credit  with  respect to
which any Bank has paid the Agent for the account of the  Issuing  Bank for such
Bank's participation in the Letter of Credit pursuant to Section 3.03 or (ii) in
payment of interest thereon,  the Agent will pay to each Bank, in the same funds
as those  received by the Agent for the account of the Issuing Bank,  the amount
of such Bank's Pro Rata Share of such funds,  and the Issuing Bank shall receive
the  amount of the Pro Rata  Share of such funds of any Bank that did not so pay
the Agent for the account of the Issuing Bank.

(b) If the Agent or the  Issuing  Bank is  required at any time to return to the
Company, or to a trustee,  receiver,  liquidator,  custodian, or any official in
any  Insolvency  Proceeding,  any portion of the payments made by the Company to
the Agent for the account of the Issuing Bank pursuant to subsection  3.04(a) in
reimbursement  of a payment  made under the Letter of Credit or  interest or fee
thereon, each Bank shall, on demand of the Agent,  forthwith return to the Agent
or the Issuing  Bank the amount of its Pro Rata Share of any amounts so returned
by the Agent or the Issuing Bank plus interest thereon from the date such demand
is made to the date such  amounts are  returned by such Bank to the Agent or the
Issuing Bank, at a rate per annum equal to the Federal Funds Rate in effect from
time to time.

3.05                 Role of the Issuing Bank.
                    ------------------------

(a) Each Bank and the Company  agree that,  in paying any drawing under a Letter
of Credit,  the  Issuing  Bank shall not have any  responsibility  to obtain any
document (other than any sight draft and certificates  expressly required by the
Letter of Credit) or to  ascertain  or inquire as to the validity or accuracy of
any such  document or the authority of the Person  executing or  delivering  any
such document.

(b)  No  Agent-Related   Person  nor  any  of  the  respective   correspondents,
participants  or  assignees of the Issuing Bank shall be liable to any Bank for:
(i) any action  taken or omitted in  connection  herewith at the request or with
the approval of the Banks  (including the Majority Banks,  as applicable);  (ii)
any  action  taken or  omitted in the  absence  of gross  negligence  or willful
misconduct;   or  (iii)   the  due   execution,   effectiveness,   validity   or
enforceability of any L/C-Related Document.

(c) The  Company  hereby  assumes  all  risks  of the acts or  omissions  of any
beneficiary  or  transferee  with  respect  to its use of any  Letter of Credit;
provided,  however,  that this  assumption  is not  intended  to, and shall not,
preclude the Company's  pursuing such rights and remedies as it may have against
the  beneficiary  or  transferee  at  law  or  under  any  other  agreement.  No
Agent-Related Person, nor any of the respective correspondents,  participants or
assignees of the Issuing  Bank,  shall be liable or  responsible  for any of the
matters  described  in clauses  (i)  through  (vii) of Section  3.06;  provided,
however,  anything in such  clauses to the  contrary  notwithstanding,  that the
Company may have a claim against the Issuing  Bank,  and the Issuing Bank may be
liable to the Company,  to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Company which the
Company  proves were caused by the Issuing  Bank's  willful  misconduct or gross
negligence  or the  Issuing  Bank's  willful  failure to pay under any Letter of
Credit  after the  presentation  to it by the  beneficiary  of a sight draft and
certificate(s)  strictly  complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing:  (i) the Issuing
Bank may accept  documents  that  appear on their  face to be in order,  without
responsibility   for  further   investigation,   regardless  of  any  notice  or
information to the contrary;  and (ii) the Issuing Bank shall not be responsible
for the validity or sufficiency of any instrument  transferring  or assigning or
purporting  to  transfer  or assign a Letter of Credit or the rights or benefits
thereunder  or  proceeds  thereof,  in whole or in part,  which  may prove to be
invalid or ineffective for any reason.

3.06  Obligations  Absolute.  The obligations of the Company under this
Agreement
and any L/C-Related Document to reimburse the Issuing Bank for a drawing under a
Letter of Credit,  and to repay any L/C Borrowing and any drawing under a Letter
of  Credit   converted  into  Revolving  Loans,   shall  be  unconditional   and
irrevocable,  and shall be paid  strictly in  accordance  with the terms of this
Agreement  and each such other  L/C-Related  Document  under all  circumstances,
including the following:

(i)                any lack of validity or enforceability of this Agreement
or any L/C-Related Document;

(ii)     any change in the time,  manner or place of payment of, or in any other
         term of, all or any of the obligations of the Company in respect of any
         Letter of Credit or any other  amendment or waiver of or any consent to
         departure from all or any of the L/C-Related Documents;

(iii)    the  existence of any claim,  set-off,  defense or other right that the
         Company may have at any time against any  beneficiary or any transferee
         of any Letter of Credit (or any Person for whom any such beneficiary or
         any such  transferee  may be  acting),  the  Issuing  Bank or any other
         Person (including without  limitation any Bank),  whether in connection
         with this Agreement,  the  transactions  contemplated  hereby or by the
         L/C-Related Documents or any unrelated transaction;

(iv)     any draft,  demand,  certificate or other document  presented under any
         Letter  of  Credit  proving  to  be  forged,  fraudulent,   invalid  or
         insufficient  in any respect or any  statement  therein being untrue or
         inaccurate in any respect;  or any loss or delay in the transmission or
         otherwise of any document required in order to make a drawing under any
         Letter of Credit;

(v)      any  payment by the  Issuing  Bank  under any Letter of Credit  against
         presentation  of a draft or certificate  that does not strictly  comply
         with the terms of any  Letter of  Credit;  or any  payment  made by the
         Issuing Bank under any Letter of Credit to any Person  purporting to be
         a trustee in bankruptcy, debtor-in-possession, assignee for the benefit
         of  creditors,  liquidator,  receiver  or  other  representative  of or
         successor to any beneficiary or any transferee of any Letter of Credit,
         including any arising in connection with any Insolvency Proceeding;

(vi)     any  exchange,  release or  non-perfection  of any  collateral,  or any
         release or  amendment  or waiver of or consent  to  departure  from any
         other  guarantee,  for all or any of the  obligations of the Company in
         respect of any Letter of Credit; or

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

3.07 Cash Collateral  Pledge.  Upon (i) the  request  of the  Agent,  (A) if the
Issuing  Bank has honored any full or partial  drawing  request on any Letter of
Credit and such drawing has resulted in an L/C Borrowing  hereunder,  or (B) if,
as of the Revolving  Termination  Date, any Letters of Credit may for any reason
remain  outstanding and partially or wholly  undrawn,  or (ii) the occurrence of
the  circumstances  described  in Section  2.06  requiring  the  Company to Cash
Collateralize  Letters of Credit,  then,  the  Company  shall  immediately  Cash
Collateralize the L/C Obligations in an amount equal to such L/C Obligations.

3.08                 Letter of Credit Fees.
                    ---------------------

(a) The  Company  shall pay to the Agent for the  account of each of the Banks a
letter of credit fee on the average daily maximum  amount  available to be drawn
of the outstanding  Letters of Credit,  computed on a quarterly basis in arrears
on the last Business Day of each  calendar  quarter based upon Letters of Credit
outstanding  for that quarter as  calculated  by the Agent,  at a rate per annum
equal to the  Applicable  Letter of Credit Fee Rate.  Such letter of credit fees
shall be due and payable  quarterly in arrears on the last  Business Day of each
calendar  quarter  during which Letters of Credit are  outstanding,  through the
Revolving  Termination  Date (or such  later  date upon  which  the  outstanding
Letters  of  Credit  shall  expire),  with the final  payment  to be made on the
Revolving Termination Date (or such later expiration date).

(b) The Company shall pay to the Issuing Bank, for its sole account, a letter of
credit  fronting fee for each Letter of Credit  Issued by the Issuing Bank equal
to .125% of the face amount (or  increased  face amount,  as the case may be) of
such  Letter of  Credit.  Such  Letter of Credit  fronting  fee shall be due and
payable on each date of Issuance of a Letter of Credit.

(c) The Company shall pay to the Issuing Bank,  for its sole account,  from time
to time on  demand  the  normal  issuance,  presentation,  amendment  and  other
processing  fees,  and other  standard  costs and  charges,  of the Issuing Bank
relating to letters of credit as from time to time in effect.

3.09  Uniform  Customs  and  Practice.  The  Uniform  Customs  and  Practice for
Documentary  Credits as published by the International  Chamber of Commerce most
recently at the time of issuance of any Letter of Credit shall (unless otherwise
expressly provided in the Letters of Credit) apply to the Letters of Credit.

                                                     ARTICLE IV

                                      TAXES, YIELD PROTECTION AND ILLEGALITY

4.01                 Taxes.


(a) Any and all  payments  by the  Company to each Bank or the Agent  under this
Agreement  and any other  Loan  Document  shall be made  free and clear of,  and
without deduction or withholding for, any Taxes. In addition,  the Company shall
pay all Other Taxes.

(b) If the Company  shall be required by law to deduct or withhold  any Taxes or
Other Taxes from or in respect of any sum payable  hereunder  to any Bank or the
Agent, then:

(i)      the sum payable  shall be increased as necessary so that,  after making
         all required  deductions  and  withholdings  (including  deductions and
         withholdings applicable to additional sums payable under this Section),
         such Bank or the Agent,  as the case may be,  receives  and  retains an
         amount equal to the sum it would have received and retained had no such
         deductions or withholdings been made;

(ii)               the Company shall make such deductions and withholdings;

     (iii) the  Company  shall pay the full  amount  deducted or withheld to the
relevant taxing  authority or other authority in accordance with applicable law;
and

(iv)     the Company shall also pay to each Bank or the Agent for the account of
         such Bank,  at the time  interest is paid,  Further Taxes in the amount
         that the  respective  Bank  specifies  as  necessary  to  preserve  the
         after-tax yield the Bank would have received if such Taxes, Other Taxes
         or Further Taxes had not been imposed;

     provided,  that  the  foregoing  obligation  of the  Company  to  pay  such
additional amounts shall not apply

                           (A) to any  payment  to any Bank that is  subject  to
         deduction for or withholding for taxes pursuant to the Code, unless, as
         of the Closing  Date or the date it becomes a Bank  pursuant to Section
         11.08,  such Bank is entitled to submit a Form 1001  (relating  to such
         Bank and entitling it to a complete  exemption from  withholding on all
         interest  to be  received  by it under this  Agreement)  or a Form 4224
         (relating  to all  interest  to be  received  by such Bank  under  this
         Agreement in respect of the Loans) (and, in that regard, each such Bank
         shall  deliver  to  the  Administrative   Agent  and  the  Company  the
         documentation required by Section 10.10), or

                            (B) to any  taxes  imposed  solely  by reason of the
         failure  of  such  Bank  to  comply  with   applicable   certification,
         information,  documentation or other reporting requirements  concerning
         the  nationality,  residence,  identity or connections  with the United
         States  of such Bank if such  compliance  is  required  by  statute  or
         regulations  of the  United  States  as a  precondition  to  relief  or
         exemption from such Taxes.

(c) The Company  agrees to indemnify  and hold  harmless each Bank and the Agent
for the full amount of (i) Taxes,  (ii) Other Taxes,  and (iii) Further Taxes in
the amount that the  respective  Bank  specifies  as  necessary  to preserve the
after-tax  yield the Bank would have  received  if such  Taxes,  Other  Taxes or
Further Taxes had not been  imposed,  and any  liability  (including  penalties,
interest,  additions  to tax and  expenses)  arising  therefrom  or with respect
thereto,  whether or not such Taxes, Other Taxes or Further Taxes were correctly
or legally asserted.  Payment under this indemnification shall be made within 30
days after the date the Bank or the Agent makes written demand therefor.

(d) Within 30 days after the date of any payment by the Company of Taxes,  Other
Taxes or Further Taxes,  the Company shall furnish to each Bank or the Agent the
original or a certified copy of a receipt evidencing  payment thereof,  or other
evidence of payment satisfactory to such Bank or the Agent.

(e) If the  Company  is  required  to pay any  amount  to any Bank or the  Agent
pursuant  to  subsection  (b) or (c) of this  Section,  then such Bank shall use
reasonable efforts (consistent with legal and regulatory restrictions) to change
the  jurisdiction  of its Lending Office so as to eliminate any such  additional
payment by the Company which may thereafter  accrue,  if such change in the sole
judgment of such Bank is not otherwise disadvantageous to such Bank.

4.02                 [Intentionally Omitted].
                    -----------------------

4.03                 Increased Costs and Reduction of Return.
                    ---------------------------------------

(a) If any Bank  determines  that, due to either (i) the  introduction of or any
change in or in the  interpretation by any Governmental  Authority of any law or
regulation  or (ii) the  compliance  by that Bank with any  guideline or request
from any central bank or other Governmental Authority (whether or not having the
force  of  law),  there  shall  be any  increase  in the  cost to  such  Bank of
participating  in Letters of Credit,  or, in the case of the Issuing  Bank,  any
increase  in the cost to the  Issuing  Bank of  agreeing  to issue,  issuing  or
maintaining  any Letter of Credit or of agreeing  to make or making,  funding or
maintaining  any unpaid  drawing  under any Letter of Credit,  then the  Company
shall be liable for,  and shall from time to time,  upon demand  (with a copy of
such demand to be sent to the  Agent),  pay to the Agent for the account of such
Bank,  additional  amounts as are  sufficient to  compensate  such Bank for such
increased costs.

(b) If any Bank shall have determined  that (i) the  introduction of any Capital
Adequacy Regulation,  (ii) any change in any Capital Adequacy Regulation,  (iii)
any change in the  interpretation  or  administration  of any  Capital  Adequacy
Regulation by any central bank or other Governmental  Authority charged with the
interpretation or administration thereof, or (iv) compliance by the Bank (or its
Lending  Office)  or any  corporation  controlling  the Bank  with  any  Capital
Adequacy  Regulation,  affects or would affect the amount of capital required or
expected to be maintained by the Bank or any  corporation  controlling  the Bank
and (taking into consideration  such Bank's or such corporation's  policies with
respect  to  capital  adequacy  and  such  Bank's  desired  return  on  capital)
determines  that the amount of such capital is increased as a consequence of its
Commitment,  loans,  credits or obligations  under this  Agreement,  then,  upon
demand of such Bank to the Company  through the Agent,  the Company shall pay to
the  Bank,  from  time to time as  specified  by the  Bank,  additional  amounts
sufficient to compensate the Bank for such increase.

4.04                 [Intentionally Omitted].
                    -----------------------

4.05 Certificates of Banks. Any Bank claiming reimbursement or compensation
under
this  Article  IV shall  deliver  to the  Company  (with a copy to the  Agent) a
certificate  setting forth in reasonable  detail the amount  payable to the Bank
hereunder and the reasons therefor and such certificate  shall be conclusive and
binding on the Company in the absence of manifest error.

4.06  Substitution  of Banks.  If the Company shall receive  notice from any
Bank
that amounts are due to such Bank pursuant to Section 4.01 or 4.03,  the Company
may,  upon at least five Business  Days' prior  written or telecopier  notice to
such Bank and the  Agent,  but not more than 90 days  after  receipt  of written
notice from such Bank, identify to the Agent a lending institution acceptable to
the Company and the Agent,  which will purchase the  Commitments,  the amount of
outstanding  Loans and any  participations  in Letters  of Credit  from the Bank
providing such notice, and such Bank shall thereupon assign its Commitment,  any
Loans owing to such Bank, any  participations in Letters of Credit and the Notes
held by such Bank to such replacement  lending  institution  pursuant to Section
11.08.

4.07                 Survival.  The agreements and obligations of the Company
                    --------
in this Article IV shall survive the payment

of all other Obligations.


                                                     ARTICLE V

                                              CONDITIONS PRECEDENT

5.01 Conditions Precedent. The effectiveness of this Agreement is subject to the
condition that the Agent shall have received on or before the Effective Date all
of the  following,  in form and  substance  satisfactory  to the  Agent  and the
Majority Banks, and in sufficient copies for each Bank:

(a)                        Credit Agreement and Notes.  This Agreement executed
                           --------------------------
by the Company, the Agent and the Majority

Banks, the Issuing Bank and the Notes executed by the Company;

(b)                        Resolutions; Incumbency.
                           -----------------------

(i)      Copies of the  resolutions of the board of directors of the Company and
         each   Non-Restricted    Subsidiary    authorizing   the   transactions
         contemplated  hereby,  certified  as  of  the  Effective  Date  by  the
         Secretary  or an  Assistant  Secretary  of the  Company  and each  such
         Non-Restricted Subsidiary; and

(ii)     A certificate  of the  Secretary or Assistant  Secretary of the Company
         and  each  Non-Restricted  Subsidiary  certifying  the  names  and true
         signatures  of the  officers  of the  Company  or  such  Non-Restricted
         Subsidiary  (as the case may be)  authorized  to  execute,  deliver and
         perform, as applicable, this Agreement, and all other Loan Documents to
         be delivered by it hereunder;

(c)                        Organization Documents; Good Standing.  Each of the
                           -------------------------------------
following documents:


     (i) the  articles or  certificate  of  incorporation  and the bylaws of the
Company  as in effect on the  Effective  Date,  certified  by the  Secretary  or
Assistant Secretary of the Company as of the Effective Date; and

(ii)     a good standing and tax good standing  certificate  for the Company and
         each of its  domestic  Subsidiaries  from the  Secretary  of State  (or
         similar,   applicable   Governmental   Authority)   of  its   state  of
         incorporation, dated the Effective Date;

     (d) Deeds of Trust. The Agent shall have received executed  counterparts of
the Deeds of Trust,  --------------  duly  executed by the Company or Subsidiary
party thereto, together with

(i)      evidence  of the  completion  (or  satisfactory  arrangements  for  the
         completion)  of all recordings and filings of the Deeds of Trust or, if
         applicable,   amendments  thereto  as  may  be  necessary  or,  in  the
         reasonable  opinion of the Agent,  desirable  effectively to record the
         Deeds  of  Trust  as  valid,  perfected  Liens  against  the  Mortgaged
         Property,  which Liens are  subject to no  outstanding  monetary  Liens
         recorded  against the  Company's or such  Subsidiary's  interest in the
         Mortgaged Property other than Permitted Liens;

     (ii) a duly  executed  environmental  indemnity  agreement  in favor of the
Agent on behalf of the Banks; and

     (iii) such other approvals,  opinions,  or documents in connection with the
foregoing as the Agent may
         reasonably request.

     (e) Affirmations.  Affirmations,  in form and substance satisfactory to the
Agent, from each Person that is a party to a Collateral Document.

(f)  Payment of Fees.  Evidence  of payment by the  Company of all  accrued  and
unpaid  fees,  costs and  expenses  to the  extent  then due and  payable on the
Effective  Date,  together with Attorney  Costs of Bank of America to the extent
invoiced  prior to or on the Effective  Date,  plus such  additional  amounts of
Attorney  Costs as shall  constitute  Bank of America's  reasonable  estimate of
Attorney Costs incurred or to be incurred by it through the closing  proceedings
(provided  that such estimate  shall not  thereafter  preclude final settling of
accounts  between the Company and Bank of  America);  including  any such costs,
fees and expenses arising under or referenced in Sections 2.08 and 11.04.

(g)     Employment Contracts.  A schedule of all current employment contracts
        --------------------
with the Company's

     eighteen members of senior management, including the amendments thereto and
a written description of the Company's bonus plan.

(h) Legal Opinions.  Opinions of (i) Morgan, Lewis & Bockius, special California
counsel to the Company;  (ii) internal Nevada counsel to the Company;  and (iii)
local counsel to the Company and its Subsidiaries in such other jurisdictions as
the Agent may reasonably request,  each addressed to the Agent, the Issuing Bank
and the Banks and  collectively  addressing  the  matters set forth in Exhibit D
with respect to the Company and its Subsidiaries;

(i) Certificate.  A certificate signed by a Responsible Officer, dated as of the
Effective Date, stating that after giving effect to the terms of this Agreement:

     (i) the representations and warranties contained in Article VI are true and
correct on and as of such date, as though made on and as of such date;

     (ii) no Default or Event of Default  exists or would result from the Credit
Extension; and

(iii)    except as previously  disclosed to the Banks,  there has occurred since
         December 31, 1999, no event or circumstance  that has resulted or could
         reasonably be expected to result in a Material Adverse Effect.

(j) Regulatory  Compliance.  A certificate of a Responsible Officer on behalf of
each of the HMO Subsidiaries and Workers Compensation Subsidiaries to the effect
that such  Subsidiary is in material  compliance  with the  requirements  of all
applicable HMO Regulations or Workers Compensation  Regulations,  including such
Regulatory   Tangible  Net  Equity   Requirements  as  are  applicable  to  such
Subsidiary,  and  with all  other  Requirements  of Law;

(k)  Litigation.  Such
evidence  as the  Agent  shall  reasonably  require  that (i)  there  exists  no
litigation  challenging  or seeking to restrain  or  prohibit  the making of the
Loans by the Banks or the  performance of the  Obligations and (ii) there exists
no judgment, order, injunction, or other restraint prohibiting the making of the
Loans by the Banks or the performance of the Obligations;

     (l) Other Documents. Such other approvals, opinions, documents or materials
as the Agent or any Bank may reasonably request.

5.02  Conditions to All Credit  Extensions.  The obligation of each Bank to make
any Loan to be made by it and the  obligation  of the Issuing  Bank to Issue any
Letter of Credit is  subject to the  satisfaction  of the  following  conditions
precedent on the relevant Borrowing Date or Issuance Date:

(a) Notice, Application. The Agent shall have received (with, in the case of the
initial Loan only,  a copy for each Bank) a Notice of Borrowing  or, in the case
of any  Issuance of any Letter of Credit,  the Issuing  Bank and the Agent shall
have received an L/C Application or L/C Amendment Application, as required under
Section 3.02;

(b) Continuation of  Representations  and Warranties.  The  representations  and
warranties in Article IV hereof and in the Pledge  Agreements  shall be true and
correct  on and as of such  Borrowing  Date or  Issuance  Date (in all  material
respects if such date is a date  subsequent  to the Closing  Date) with the same
effect as if made on and as of such  Borrowing  Date or Issuance Date (except to
the extent such  representations  and warranties  expressly  refer to an earlier
date, in which case they shall be true and correct as of such earlier date); and

     (c) No  Existing  Default.  No Default or Event of Default  shall  exist or
shall result from such  Borrowing or Issuance.

Each  Notice of  Borrowing  and L/C  Application  or L/C  Amendment  Application
submitted  by the  Company  hereunder  shall  constitute  a  representation  and
warranty by the Company hereunder,  as of the date of each such notice and as of
each Borrowing Date or Issuance Date, as applicable, that the conditions in this
Section 5.02 are satisfied.

                                                    ARTICLE VI

                                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Agent and each Bank that:

6.01   Corporate Existence and Power.  The Company and each of its Subsidiaries:
       -----------------------------

     (a) is a corporation duly organized,  validly existing and in good standing
under the laws of the jurisdiction of its incorporation;

(b) has the  corporate  power  and  authority  and  all  governmental  licenses,
authorizations,  consents and  approvals to own or hold under lease its property
and other  assets,  carry on its  business as  currently  conducted by it and to
execute, deliver, and perform its obligations under the Loan Documents;

(c) is duly  qualified  as a foreign  corporation  and is  licensed  and in good
standing  under  the laws of each  jurisdiction  where its  ownership,  lease or
operation of property or the conduct of its business requires such qualification
or license,  except where the failure to be so licensed or  qualified  would not
have, individually or in the aggregate, a Material Adverse Effect; and

(d) is in compliance with all Requirements of Law including  without  limitation
all   Workers'   Compensation   Regulations,   except  for  such   instances  of
non-compliance as would not have,  individually or in the aggregate,  a Material
Adverse Effect.

6.02 Corporate  Authorization;  No  Contravention.  The execution,  delivery and
performance  by the Company of this  Agreement,  the Pledge  Agreements and each
other Loan  Document to which the Company or any  Pledgor  Subsidiary  is party,
have been duly authorized by all necessary corporate action, and do not and will
not:

     (a)   contravene  the  terms  of  any  of  the  Company's  or  the  Pledgor
Subsidiaries' Organization Documents;

(b) conflict with or result in any breach or  contravention  of, or the creation
of any Lien under, any document  evidencing any Contractual  Obligation to which
the  Company  is a  party  or any  order,  injunction,  writ  or  decree  of any
Governmental  Authority to which the Company or any Pledgor Subsidiary or any of
their  respective  property is subject,  except for such  instances as would not
have, individually or in the aggregate, a Material Adverse Effect; or

     (c)  violate  any  Requirement  of Law  including  without  limitation  all
Workers' Compensation Regulations.

6.03  Authorization,  Approval,  etc.  Except as set forth on Schedule  6.03, no
approval, consent, exemption,  authorization,  or other action by, or notice to,
or filing with,  any  Governmental  Authority  or any other  Person  (except for
recordings  or filings in  connection  with the Liens granted to the Agent under
the  Collateral  Documents)  is  necessary  or required in  connection  with the
execution,  delivery or performance by, or enforcement  against,  the Company or
any of its  Subsidiaries  of the Agreement,  the Pledge  Agreements or any other
Loan Document including:

     (i)  the  pledge  by  the  Company  and  the  Pledgor  Subsidiaries  of any
Collateral  pursuant to the Pledge  Agreements or the execution,  delivery,  and
performance   of  the  Pledge   Agreements   by  the  Company  and  the  Pledgor
Subsidiaries; and

(ii)     the exercise by the Agent of the voting or other rights provided for in
         the Pledge  Agreements,  or, except with respect to any Pledged Shares,
         as may be required in  connection  with a  disposition  of such Pledged
         Shares by laws affecting the offering and sale of securities generally,
         the  remedies  in  respect  of the  Collateral  pursuant  to the Pledge
         Agreements.

6.04 Binding Effect.  This Agreement,  the Pledge Agreements and each other Loan
Document to which the Company or any Pledgor  Subsidiary  is a party  constitute
the  legal,  valid  and  binding  obligations  of the  Company  or such  Pledgor
Subsidiary (as the case may be), enforceable against the Company or such Pledgor
Subsidiary  (as the case may be) in  accordance  with  their  respective  terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws  affecting the  enforcement  of creditors'  rights  generally or by
equitable principles relating to enforceability.

6.05  Litigation.  Except as set forth on Schedule  6.05,  there are no actions,
suits, proceedings, claims or disputes pending which have been served, or to the
best knowledge of the Company, otherwise pending, threatened or contemplated, at
law, in equity, in arbitration or before any Governmental Authority, against the
Company, or its Subsidiaries or any of their respective properties which:

(a) purport to affect or pertain to this  Agreement or any other Loan  Document,
or any of the  transactions  contemplated  hereby or thereby or impair the Banks
ability to effect rights and remedies; or

(b)  would  reasonably  be  expected  to  have a  Material  Adverse  Effect.  No
injunction,  writ,  temporary  restraining  order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or
restrain the  execution,  delivery or performance of this Agreement or any other
Loan Document, or directing that the transactions provided for herein or therein
not be consummated as herein or therein provided.

6.06 No Default.  No Default or Event of Default exists or would result from the
incurring of any  Obligations by the Company or any of its  Subsidiaries or from
the  grant  or  perfection  of the  Liens  of the  Agent  and the  Banks  on the
Collateral.  As of the Effective Date, neither the Company nor any Subsidiary is
in default  under or with respect to any  Contractual  Obligation in any respect
which,  individually  or together with all such  defaults,  could  reasonably be
expected to have a Material  Adverse Effect,  or that would, if such default had
occurred after the Effective Date,  create an Event of Default under  subsection
9.01(e).

6.07                Compliance with Laws and ERISA.
                    ------------------------------

(a) Except as set forth on Schedule 6.03, the Company and its  Subsidiaries  are
in compliance with  Requirements  of Law of every  Governmental  Authority,  the
non-compliance  with which  might  materially  adversely  affect  the  business,
properties,  assets,  operations  or condition  (financial  or otherwise) of the
Company  or the  value  of the  Collateral  or the  worth of the  Collateral  as
collateral security.

(b) Each Plan is in  compliance  in all material  respects  with the  applicable
provisions of ERISA, the Code and other federal or state law. Each Plan which is
intended to qualify  under  Section  401(a) of the Code has received a favorable
determination  letter  from the IRS and to the best  knowledge  of the  Company,
nothing  has  occurred  which would  cause the loss of such  qualification.  The
Company and each ERISA Affiliate has made all required contributions to any Plan
subject to Section 412 of the Code, and no  application  for a funding waiver or
an extension of any amortization  period pursuant to Section 412 of the Code has
been made with respect to any Plan.

(c) There are no pending  (and  served)  or, to the best  knowledge  of Company,
otherwise pending or threatened  claims,  actions or lawsuits,  or action by any
Governmental  Authority,  with  respect to any Plan which has  resulted or could
reasonably be expected to result in a Material Adverse Effect. There has been no
prohibited  transaction or violation of the fiduciary  responsibility rules with
respect to any Plan which has resulted or could reasonably be expected to result
in a Material Adverse Effect.

(d)(i)        No ERISA Event has occurred or is reasonably expected to occur;

(ii)               no Pension Plan has any Unfunded Pension Liability;

(iii)    neither the Company nor any ERISA Affiliate has incurred, or reasonably
         expects to incur, any liability under Title IV of ERISA with respect to
         any Pension  Plan (other than  premiums  due and not  delinquent  under
         Section 4007 of ERISA);

(iv)     neither the Company nor any ERISA Affiliate has incurred, or reasonably
         expects to incur, any liability (and no event has occurred which,  with
         the giving of notice under Section 4219 of ERISA,  would result in such
         liability)  under  Section  4201 or 4243 of  ERISA  with  respect  to a
         Multiemployer Plan; and

(v)      neither  the  Company  nor  any  ERISA   Affiliate  has  engaged  in  a
         transaction that could be subject to Section 4069 or 4212(c) of ERISA.

6.08 Use of Proceeds;  Margin  Regulations.  The proceeds of the Loans are to be
used solely for the  purposes  set forth in and  permitted  by Section  7.12 and
Section 8.07. Neither the Company nor any Subsidiary is generally engaged in the
business of  purchasing  or selling  Margin  Stock or  extending  credit for the
purpose of purchasing or carrying Margin Stock.

6.09 Title to Property and Collateral; No Liens. The Company and each Subsidiary
have good  record and  marketable  title in fee  simple  to, or valid  leasehold
interests  in, all real  property  necessary or used in the ordinary  conduct of
their  respective  businesses,  except  for such  defects in title as could not,
individually or in the aggregate,  have a Material  Adverse Effect.  The Company
and the Pledgor  Subsidiaries  are the legal and beneficial  owners of, and have
good and  marketable  title to (and have full  right and  authority  to  pledge,
hypothecate,  mortgage and deliver) all the Collateral  that is subject to their
respective Pledge  Agreements.  As of the Effective Date, all the Collateral and
other  property  of the Company  and its  Subsidiaries  are subject to no Liens,
other than Permitted Liens.  Even after the Effective Date, the Collateral shall
continue not to be subject to any Liens, other than Permitted Liens.

6.10 As to Pledged  Shares.  Except as disclosed in Schedule  6.10, all Pledged
Shares are duly authorized and validly issued,  fully paid, and  non-assessable,
and constitute all of the issued and outstanding  shares of capital stock of the
Subsidiaries  whose  shares  have been  pledged by the  Company  and the Pledgor
Subsidiaries  under the Pledge  Agreements.  Other than the Pledged  Shares,  no
Subsidiary  whose  shares  have been  pledged  under the Pledge  Agreements  has
outstanding  any  capital  stock  or  other   securities   convertible  into  or
exchangeable  for any of its capital  stock,  nor will it have  outstanding  any
rights to  subscribe  for or to  purchase,  or any  warrants  or options for the
purchase of, or any  agreements  (contingent  or  otherwise)  providing  for the
issuance of, or any calls,  commitments or claims of any character  relating to,
any of its capital stock or any securities  convertible into or exchangeable for
any of its capital stock.

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

6.12               Financial Condition.
                    -------------------

(a)  The  audited  consolidated  financial  statements  of the  Company  and its
Subsidiaries dated December 31, 1999, and the related consolidated statements of
income or  operations,  shareholders'  equity and cash flows for the fiscal year
ended on that date:

     (i) were prepared in accordance with GAAP consistently  applied  throughout
the period covered thereby, except as otherwise expressly noted therein;

     (ii)  fairly  present  the  financial  condition  of the  Company  and  its
Subsidiaries  as of the date  thereof and results of  operations  for the period
covered thereby; and

(iii)    except as  specifically  disclosed in Schedule 6.12,  show all material
         indebtedness  and  other  liabilities,  direct  or  contingent,  of the
         Company  and its  consolidated  Subsidiaries  as of the  date  thereof,
         including  liabilities for taxes,  material  commitments and Contingent
         Obligations.

(b) Since December 31, 1999, except as otherwise disclosed to the Banks prior to
December 1, 2000, there has been no Material Adverse Effect.

6.13  Environmental  Matters.  The Company  conducts in the ordinary  course of
business  a review of the effect of  existing  Environmental  Laws and  existing
Environmental Claims on its business, operations and properties, and as a result
thereof  the Company  has  reasonably  concluded  that,  except as  specifically
disclosed in Schedule 6.13, such  Environmental  Laws and  Environmental  Claims
could not,  individually  or in the aggregate,  reasonably be expected to have a
Material Adverse Effect.

6.14               Collateral Documents.
                    --------------------

(a) The provisions of the Collateral Agreements are effective to create in favor
of the Agent for the benefit of the Banks, a legal,  valid and enforceable first
priority security  interest in all right,  title and interest of the Company and
its Subsidiaries in the Collateral  described  therein and all proceeds thereof.
Except for filings  completed prior to the Effective Date and as contemplated by
this  Agreement,  no filing or other  action  will be  necessary  to  perfect or
protect such security interest.

     (b) All  representations and warranties of the Company and the Subsidiaries
party thereto contained in the Collateral Documents are true and correct.

6.15  Regulated  Entities.  None of the  Company,  any Person  controlling  the
Company, or any Subsidiary, is an "Investment Company" within the meaning of the
Investment  Company Act of 1940. The Company is not subject to regulation  under
the Public  Utility  Holding  Company Act of 1935,  the Federal  Power Act,  the
Interstate  Commerce Act, any state public  utilities code, or any other Federal
or state statute or regulation limiting its ability to incur Indebtedness.

6.16 No Burdensome  Restrictions.  Neither the Company nor any  Subsidiary is a
party to or bound by any Contractual  Obligation,  or subject to any restriction
in any Organization  Document, or any Requirement of Law, which could reasonably
be expected to have a Material Adverse Effect.

6.17  Copyrights,  Patents,  Trademarks  and Licenses,  etc. The Company or its
Subsidiaries  own or are licensed or otherwise  have the right to use all of the
patents,  trademarks,  service  marks,  trade  names,  copyrights,   contractual
franchises,  authorizations  and other rights that are reasonably  necessary for
the operation of their respective  businesses,  without conflict with the rights
of any other Person.  To the best  knowledge of the Company,  no slogan or other
advertising device, product,  process, method, substance, part or other material
now  employed,  or  now  contemplated  to be  employed,  by the  Company  or any
Subsidiary  infringes  upon any  rights  held by any other  Person.  No claim or
litigation  regarding  any of the  foregoing  is pending or  threatened,  and no
patent,  invention,  device,  application,  principle or any statute, law, rule,
regulation,  standard or code is pending or, to the  knowledge  of the  Company,
proposed, which, in either case, could reasonably be expected to have a Material
Adverse Effect.

6.18  Subsidiaries.  As of the Effective  Date, the Company has no Subsidiaries
other than those specifically  disclosed in part (a) of Schedule 6.18 hereto and
has no equity investments in any other corporation or entity constituting 20% or
more of the  outstanding  equity  interests in such  corporation or entity other
than those  specifically  disclosed in part (b) of Schedule  6.18.  Set forth in
part (c) of Schedule  6.18 is a list of all  Restricted  Subsidiaries  as of the
Effective Date.

6.19  Insurance.  Except  as  specifically  disclosed  in  Schedule  6.19,  the
properties  of the Company and its  Subsidiaries  are insured  with  financially
sound and reputable  insurance  companies not Affiliates of the Company, in such
amounts,  with such  deductibles  and  covering  such  risks as are  customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Company or such Subsidiary operates.

6.20 Swap Obligations. Neither the Company nor any of its Subsidiaries has
incurred any outstanding  obligations under any Swap Contracts
except in the ordinary course of business for bona fide hedging purposes.

6.21 Full  Disclosure.  None of the  representations  or warranties made by the
Company  or  any   Subsidiary  in  the  Loan  Documents  as  of  the  date  such
representations  and  warranties  are  made  or  deemed  made,  and  none of the
statements contained in any exhibit,  report, statement or certificate furnished
by or on behalf of the Company or any  Subsidiary  in  connection  with the Loan
Documents  (including the offering and disclosure  materials  delivered by or on
behalf of the Company to the Banks prior to the  Effective  Date),  contains any
untrue  statement of a material  fact or omits any material  fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.

6.22 Business Activity. Neither the Company nor any of its Subsidiaries is
engaged in any line or lines of  business activity other than
the Health Care Business.

6.23 Licensing, Etc. Each HMO Subsidiary maintains in full force and effect (i)
all licenses and  certifications  required pursuant to any HMO Regulation;  (ii)
all certifications  and authorizations  necessary to ensure that each of the HMO
Subsidiaries  is  eligible  for  all  reimbursements  available  under  the  HMO
Regulations  to the  extent  applicable  to HMOs of their  type;  and  (iii) all
licenses,  permits,  authorizations  and  qualifications  required under the HMO
Regulations in connection with the ownership or operation of HMOs;  except where
the  failure to  maintain  the items  described  in any of the  preceding  three
clauses would not have a Material  Adverse  Effect.  Each Workers'  Compensation
Subsidiary   maintains   in  full  force  and  effect  (i)  all   licenses   and
certifications  required pursuant to any Workers' Compensation  Regulation;  and
(ii) all licenses, permits, authorizations and qualifications required under the
Workers' Compensation  Regulations in connection with the ownership or operation
of a Workers'  Compensation  Business;  except where the failure to maintain the
items  described in any of the preceding three clauses would not have a Material
Adverse Effect.

                                                   ARTICLE VII

                                              AFFIRMATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan or
other  Obligation  shall remain unpaid or  unsatisfied,  or any Letter of Credit
shall remain outstanding, unless the Majority Banks waive compliance in writing:

7.01 Financial Statements.  The Company shall deliver to the Agent, in form
and  detail  satisfactory  to the  Agent and the  Majority
Banks, with sufficient copies for each Bank:

(a) as soon as  available,  but not  later  than 90 days  after  the end of each
fiscal year (commencing with the fiscal year ended December 31, 2000), a copy of
the audited  consolidated  balance sheets of the Company and its Subsidiaries as
at the end of such year and the  related  consolidated  statements  of income or
operations,  shareholders' equity and cash flows for such year, setting forth in
each case in  comparative  form the figures for the previous  fiscal  year,  and
accompanied by the opinion of Deloitte & Touche or another nationally-recognized
independent  public accounting firm  ("Independent  Auditor") which report shall
state that such consolidated  financial  statements present fairly the financial
position for the periods  indicated in  conformity  with GAAP applied on a basis
consistent  with prior  years.  Such  opinion  shall not be qualified or limited
because of a restricted or limited examination by the Independent Auditor of any
material portion of the Company's or any Subsidiary's records;

(b) as soon as  available,  but not later  than 45 days after the end of each of
the first three fiscal quarters of each fiscal year  (commencing with the fiscal
quarter ended March 31,  2001),  a copy of the  unaudited  consolidated  balance
sheets of the Company and its Subsidiaries as of the end of such quarter and the
related  consolidated  statements  of  income  and  cash  flows  for the  period
commencing  on the first day and  ending  on the last day of such  quarter,  and
certified by a Responsible Officer as fairly presenting, in accordance with GAAP
(subject to ordinary,  good faith  year-end  audit  adjustments),  the financial
position and the results of operations of the Company and the Subsidiaries;

(c) as soon as  available,  but not  later  than 90 days  after  the end of each
fiscal year  (commencing  with the fiscal year ended  December 31, 2000),  (i) a
copy  of an  unaudited  consolidating  balance  sheets  of the  Company  and its
Subsidiaries as at the end of such year and the related consolidating statements
of income and cash flows for such year,  certified by a  Responsible  Officer as
having  been  developed  and  used in  connection  with the  preparation  of the
financial  statements  referred  to in  subsection  7.01(a) and (ii) a copy of a
statement of financial position for any of the Company's  Subsidiaries for which
the Company  provides a guaranty of reserve  liabilities,  as of the end of such
quarter, certified by a Responsible Officer;

(d) as soon as  available,  but not later  than 45 days after the end of each of
the first three fiscal quarters of each fiscal year  (commencing with the fiscal
quarter ended March 31, 2001), (i) a copy of the unaudited consolidating balance
sheets  of the  Company  and its  Subsidiaries,  and the  related  consolidating
statements  of  income  and cash  flows for such  quarter,  all  certified  by a
Responsible  Officer as having been  developed and used in  connection  with the
preparation of the financial  statements  referred to in subsection  7.01(b) and
(ii) a copy of a  statement  of  financial  position  for  any of the  Company's
Subsidiaries for which the Company  provides a guaranty of reserve  liabilities,
as of the end of such quarter, certified by a Responsible Officer;

(e)  concurrently  with the delivery  thereof to such  lessors,  mortgagees,  or
lenders,  copies of any financial reports (other than those otherwise  delivered
hereunder) delivered to the lessors, mortgagees and lenders party to an Approved
Sale-Leaseback Transaction or the Sierra Military Receivables Financing; and

(f) not later than 30 days after the end of each month (commencing with December
2000), (i) a copy of the monthly  consolidated and consolidating profit and loss
statements,  balance sheets, and statements of cash flow for the Company and its
Subsidiaries  for that month and the fiscal year to date, (ii) a copy of monthly
statements  of cash flow and  operating  statistics  (e.g.,  Medical Loss Ratio,
trends in membership statistics,  Specialty Combined Ratio) for each division of
the  Company  (if  a  division  includes,   both  Restricted   Subsidiaries  and
Non-Restricted  Subsidiaries,   with  separate  statements  for  the  Restricted
Subsidiaries and the Non-Restricted Subsidiaries included within such division),
(iii) a rolling 12-week report of receipts and disbursements for the Company and
its  Non-Restricted  Subsidiaries,   with  commentary  addressing  any  material
variances  from  the  previous  report,  (iv) a  report  of any  changes  to the
Regulatory Tangible Net Equity of any Restricted Subsidiary and (v) calculations
of  Non-Restricted  EBITDA and  preliminary  Net Funds Available After Lease and
Run-out  Costs for such month.  Concurrently  with the delivery of the financial
information  described in clauses (i) through (v) above,  the Company shall also
deliver  a  report  comparing  the  information   therein  with  the  comparable
information  from the prior year (to the extent  reasonably  available) and with
the Company's projections attached hereto as Schedule 7.01 for 2001 and with the
most  recent  projections  delivered  pursuant  to  subsection  7.02(c) for each
subsequent year.

7.02  Certificates;  Other  Information.  The Company  shall furnish to the
Agent, with sufficient copies for  each Bank:

(a) concurrently  with the delivery of the financial  statements  referred to in
subsection 7.01(a), (i) a certificate of the Independent Auditor stating that in
making the  examination  necessary  therefor no  knowledge  was  obtained of any
Default or Event of Default,  except as specified in such certificate and (ii) a
calculation  by the  Company  of its Excess  Cash Flow for the fiscal  year then
completed,  together with a report from the  Independent  Auditor  stating that,
nothing has come to their  attention that would lead them to believe that Excess
Cash  Flow  was not  calculated  in  accordance  with the  terms  of the  Credit
Agreement;

(b) concurrently  with the delivery of the financial  statements  referred to in
subsections 7.01(a) and (b), a Compliance  Certificate executed by a Responsible
Officer;  provided, however that the certification of the Medical Loss Ratio and
Specialty  Combined  Ratio  pursuant  to  subsection  7.01(b)  shall be given in
respect of the fiscal  quarter next  preceding the fiscal  quarter most recently
completed;

(c) not later than 90 days after the end of each  fiscal year  (commencing  with
the fiscal year ending  December 31, 2000),  projections  by the Company for its
next three fiscal years,  including (i) consolidated balance sheets,  statements
of income and cash flow for the Company and its Subsidiaries, (ii) consolidating
statements of income for each division of the Company and (iii)  projections  of
Non-Restricted  EBITDA, all in a form reasonably acceptable to the Agent and the
Majority Banks;

(d) promptly,  copies of all financial  statements  and reports that the Company
sends to its shareholders,  and copies of all financial  statements and regular,
periodical or special reports (including Forms 10K, 10Q and 8K) that the Company
or any Subsidiary may make to, or file with, the SEC;

(e) promptly  following the receipt of the same, a copy of each notice  relating
to the  loss  or  threatened  loss by the  Company,  any  Workers'  Compensation
Subsidiary or any HMO Subsidiary of any material  operating  permit,  license or
certification by any Workers' Compensation Regulator or any HMO Regulator;

(f) promptly  following  the receipt of the same,  all  material  correspondence
received by the Company or any Subsidiary  (other than  correspondence  in draft
form)  from (i) an HMO  Regulator  which  asserts  that the  Company  or any HMO
Subsidiary is not in  substantial  compliance  with any HMO  Regulation or which
threatens the taking of any action against the Company or any  Subsidiary  under
any HMO Regulation which would reasonably be expected to have a Material Adverse
Effect or (ii) a Workers' Compensation  Regulator which asserts that the Company
or any Workers'  Compensation  Subsidiary is not in substantial  compliance with
any Workers' Compensation Regulation or which threatens the taking of any action
against the Company or any Subsidiary under any Workers' Compensation Regulation
which would reasonably be expected to have a Material Adverse Effect;

     (g) promptly  following  the receipt of the same,  any  management  letters
delivered by the Company's accountants;

     (h) on the first and fifteenth of each month, a report on the status of the
Company's restructuring initiatives (i.e., sale of its corporate jet, wind-up of
Texas  operations,   Sierra  Military  Receivables   Financing,   Sale-Leaseback
Transactions,  refinancing of the Convertible Debt,  etc.),  including copies of
any proposal letters and commitments for its proposed financings;

(i) as soon as  available,  but not  later  than ten days  after the end of each
fiscal quarter, copies of all financial information filed with any HMO Regulator
and Workers' Compensation Regulator during such fiscal quarter;

(j) from time to time upon receipt of a written request by the Agent or any Bank
specifying in reasonable detail the types of documents to be provided, copies of
any and all statements,  audits, studies or reports submitted by or on behalf of
(i) the Company or any HMO  Subsidiary  to any HMO Regulator or (ii) the Company
and any Workers' Compensation  Subsidiary to any Workers' Compensation Regulator
(except to the extent that the  delivery of such  documents  could result in the
waiver by the Company of any privilege it might have under applicable law);

(k) as soon as  available,  but not  later  than 45 days  after  the end of each
fiscal quarter,  copies of the Company's in-house actuary's analysis of reserves
for HMO Subsidiaries and Workers Compensation Subsidiaries; and

(l) promptly,  such additional information regarding the business,  financial or
corporate  affairs of the Company or any Subsidiary as the Agent, at the request
of any Bank, may from time to time reasonably request in writing.

7.03   Notices.  The Company shall promptly notify the Agent and each Bank:
                    -------

(a) of the occurrence of any Default or Event of Default,  and of the occurrence
or  existence  of  any  event  or  circumstance   that  could,  with  reasonable
foreseeability, become a Default or Event of Default;

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

(c) of the  occurrence of any of the following  events  affecting the Company or
any ERISA  Affiliate  (but in no event more than 10 days after such event),  and
deliver  to the Agent and each Bank a copy of any  notice  with  respect to such
event that is filed with a Governmental  Authority and any notice delivered by a
Governmental  Authority  to the Company or any ERISA  Affiliate  with respect to
such event:

(i)                an ERISA Event,

(ii) a material increase in the Unfunded Pension Liability of any Pension Plan,

     (iii) the adoption of, or the  commencement of  contributions  to, any Plan
subject to Section 412 of the Code by the Company or any ERISA Affiliate, or

(iv)     the  adoption of any  amendment to a Plan subject to Section 412 of the
         Code, if such amendment results in a material increase in contributions
         or Unfunded Pension Liability;

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

     (e) of the  creation or  acquisition  of  Subsidiary  and a statement as to
whether or not such Subsidiary is a Restricted Subsidiary.

Each notice under this Section shall be accompanied by a written  statement by a
Responsible Officer setting forth details of the occurrence referred to therein,
and stating what action the Company or any affected  Subsidiary proposes to take
with  respect  thereto and at what time.  Each notice under  subsection  7.03(a)
shall  describe  with  particularity  any and all clauses or  provisions of this
Agreement  or other  Loan  Document  that have been (or  could  with  reasonable
foreseeability be) breached or violated.

7.04 Preservation of Corporate Existence, Etc. The Company shall, and shall
cause each Subsidiary to:

     (a) preserve and maintain in full force and effect its corporate  existence
and good standing under the laws of its state or jurisdiction of incorporation;

(b)  preserve  and  maintain in full force and effect all  governmental  rights,
privileges,  qualifications,  permits,  licenses  and  franchises  necessary  or
desirable  in the normal  conduct of its  business,  including  all licenses and
certifications  required pursuant to any HMO Regulation,  all certifications and
authorizations necessary to ensure that each of the HMO Subsidiaries is eligible
for  all  reimbursements  available  under  the  HMO  Regulation  to the  extent
applicable to HMOs of their type, and all licenses,  permits,  authorization and
qualifications  required  under  the HMO  Regulations  in  connection  with  the
ownership or operation of HMOs;

     (c) use reasonable efforts, in the ordinary course of business, to preserve
its business organization and goodwill; and

(d) preserve or renew all of its registered patents, trademarks, trade names and
service marks,  the  non-preservation  of which could  reasonably be expected to
have a Material Adverse Effect.

7.05 Maintenance of Property.  The Company shall maintain,  and shall cause each
Subsidiary to maintain, and preserve all its property which is used or useful in
its  business  in good  working  order  and  condition,  ordinary  wear and tear
excepted and make all necessary  repairs  thereto and renewals and  replacements
thereof  except where the failure to do so could not  reasonably  be expected to
have a Material Adverse Effect.

7.06 Insurance.  Except as specifically  disclosed in Schedule 6.19, in addition
to insurance  requirements  set forth in the Collateral  Documents,  the Company
shall maintain,  and shall cause each Subsidiary to maintain,  with  financially
sound  and  reputable  independent  insurers,  insurance  with  respect  to  its
properties and business against loss or damage of the kinds customarily  insured
against by Persons engaged in the same or similar business, of such types and in
such amounts as are  customarily  carried  under similar  circumstances  by such
other  Persons,  of such types and in such  amounts as are  customarily  carried
under  similar   circumstances  by  such  other  Persons;   including   workers'
compensation  insurance,  public  liability and property and casualty  insurance
which  amount  shall not be  reduced by the  Company in the  absence of 30 days'
prior notice to the Agent.  Upon  request of the Agent or any Bank,  the Company
shall  furnish the Agent,  with  sufficient  copies for each Bank, at reasonable
intervals  (but not  more  than  once  per  calendar  year) a  certificate  of a
Responsible  Officer  of the  Company  (and,  if  requested  by the  Agent,  any
insurance  broker of the  Company)  setting  forth the  nature and extent of all
insurance maintained by the Company and its Subsidiaries in accordance with this
Section or any Collateral  Documents (and which, in the case of a certificate of
a broker, were placed through such broker).

7.07 Payment of Obligations.  The Company shall, and shall cause each Subsidiary
to, pay and  discharge  as the same  shall  become  due and  payable,  all their
respective obligations and liabilities, including:

(a) all tax liabilities,  assessments and governmental charges or levies upon it
or its properties or assets,  unless the same are being  contested in good faith
by appropriate  proceedings  and adequate  reserves in accordance  with GAAP are
being maintained by the Company or such Subsidiary;

     (b) all lawful claims which, if unpaid, would by law become a Lien upon its
property; and

     (c) all  Indebtedness,  as and when due and  payable,  but  subject  to any
subordination  provisions  contained in any  instrument or agreement  evidencing
such Indebtedness.

7.08  Compliance  with Laws.  The  Company  shall  comply,  and shall cause each
Subsidiary  to  materially   comply,   with  all  Requirements  of  Law  of  any
Governmental  Authority having  jurisdiction over it or its business  (including
all HMO Regulations,  all Workers' Compensation Regulations and the Federal Fair
Labor  Standards  Act),  except such as may be  contested in good faith or as to
which a bona fide dispute may exist.

7.09 Compliance with ERISA. The Company shall, and shall cause each of its ERISA
Affiliates  to: (a) maintain each Plan in  compliance  in all material  respects
with the  applicable  provisions  of ERISA,  the Code and other federal or state
law; (b) cause each Plan which is qualified  under Section 401(a) of the Code to
maintain such qualification; and (c) make all required contributions to any Plan
subject to Section 412 of the Code.

7.10  Inspection of Property and Books and Records.  The Company shall maintain
and shall cause each  Subsidiary to maintain proper books of record and account,
in which full,  true and correct  entries in conformity  with GAAP  consistently
applied shall be made of all financial  transactions  and matters  involving the
assets and  business  of the  Company and such  Subsidiary.  The  Company  shall
permit,  and  shall  cause  each  Subsidiary  to  permit,   representatives  and
independent  contractors  of the Agent or any Bank to visit and  inspect  any of
their respective  properties,  to examine their respective corporate,  financial
and operating records,  and make copies thereof or abstracts  therefrom,  and to
discuss their  respective  affairs,  finances and accounts with their respective
directors,  officers, and independent public accountants,  all at the expense of
the Company and at such  reasonable  times during normal  business  hours and as
often as may be  reasonably  desired,  upon  reasonable  advance  notice  to the
Company.

7.11   Environmental  Laws.  The  Company  shall,  and  shall  cause  each
Subsidiary to, conduct its operations and  keep and maintain
its property in material  compliance with all  Environmental  Laws.

7.12 Use of Proceeds.  The Company shall use the proceeds of the Loans for
general  working  capital  purposes  and for general  corporate  purposes not in
contravention of any Requirement of Law or of any Loan Document.

7.13               Further Assurances.
                    ------------------

(a) The Company shall ensure that all written information,  exhibits and reports
furnished  to the  Agent or the  Banks do not and will not  contain  any  untrue
statement of a material  fact and do not and will not omit to state any material
fact or any  fact  necessary  to  make  the  statements  contained  therein  not
misleading  in  light of the  circumstances  in which  made,  and will  promptly
disclose  to the Agent and the Banks and correct any defect or error that may be
discovered  therein or in any Loan Document or in the execution,  acknowledgment
or recordation thereof.

(b) Promptly upon request by the Agent or the Majority Banks,  the Company shall
(and shall cause any of its Subsidiaries,  including Pledgor  Subsidiaries,  to)
do, execute,  acknowledge,  deliver, record, re-record,  file, re-file, register
and re-register,  any and all such further acts,  deeds,  conveyances,  security
agreements, mortgages, assignments, estoppel certificates,  financing statements
and  continuations  thereof,  termination  statements,  notices  of  assignment,
transfers,  certificates,  assurances  and other  instruments  the Agent or such
Banks, as the case may be, may reasonably require from time to time in order (i)
to carry out more  effectively  the purposes of this Agreement or any other Loan
Document,  (ii)  to  subject  to the  Liens  created  by  any of the  Collateral
Documents any of the Collateral,  properties, rights or interests covered by any
of the  Collateral  Documents,  (iii)  to  perfect,  protect  and  maintain  the
validity,  effectiveness and priority of any of the Collateral Documents and the
Liens intended to be created thereby, and (iv) to better assure,  convey, grant,
assign,  transfer,  preserve,  protect  and  confirm  to the Agent and Banks the
rights granted or now or hereafter intended to be granted to the Banks under any
Loan Document or under any other document executed in connection therewith.

7.14  Dividends  of  Subsidiaries.  On or  before  April  15th  of  each  year,
commencing April 15, 2001, each HMO Subsidiary and Sierra Military shall declare
and pay dividends (in cash, property, or obligations) on, or to make payments or
distributions  on account  of, the shares of all classes of stock of such entity
to the Company in an amount equal to the maximum amount  permitted by applicable
Requirements  of Law  or  Contractual  Obligations;  provided,  that  (i) no HMO
Subsidiary  shall be required to pay  dividends  under this  Section 7.14 to the
extent  that doing so would  cause the  Regulatory  Tangible  Net Equity of such
Subsidiary  to  be  less  than  105%  of  any  Regulatory  Tangible  Net  Equity
Requirement   applicable  to  such  Subsidiary  and  (ii)  no  other  Restricted
Subsidiary shall be required to pay dividends hereunder to the extent that doing
so would violate any Contractual Obligation or Requirement of Law.

7.15 Accreditation.  The Company will use reasonable  commercial efforts to (i)
maintain  the  current  accreditation  by the  National  Committee  for  Quality
Assurance ("NCQA") for Health Plan of Nevada at the "Full Accreditation"  level,
and (ii)  obtain  within a  reasonable  period of time and  thereafter  maintain
accreditation  by NCQA for its Dallas area HMO  operations  at the  "Provisional
Accreditation", "One-Year Accreditation" or "Full Accreditation" levels.

7.16  Approval for Sale of Texas Assets.  Prior to  completing  any sale by the
Company of its Texas  assets,  the  Company  shall  obtain the  approval  of the
Majority Banks (which approval shall not be  unreasonably  withheld and shall be
deemed given for the sale of Texas Health Choice-Houston on the terms previously
presented to the Banks) of the terms of such sale.

7.17  Repayment of  Inter-company  Balances.  Each of the Company's  Restricted
Subsidiaries,  CII,  California  Indemnity Insurance Company and Sierra Military
shall repay their respective inter-company balances to the Company at the end of
each  month  (to the  extent  permitted  by  Requirement  of  Law),  other  than
intercompany advances used to pay current interest on the Convertible Debt.

7.18 Title Insurance.  If an Approved  Sale-Leaseback  Transaction that reduces
the aggregate  Commitments to  $135,000,000  shall not have been completed on or
before  February  28,  2001,  the  Company  shall  deliver  the  title  policies
(collectively, the "Title Policies") with respect to the Deeds of Trust in favor
of the Agent on behalf of the Banks  providing  title  insurance in an aggregate
amount of estimated fair market value of such  properties,  issued by a national
title insurance company reasonably acceptable to the Agent and otherwise in form
and substance reasonably satisfactory to the Agent.

7.19 Sumitomo Documentation. On or before February 15, 2001, documentation
shall be executed  by and between  Sumitomo  Leasing  and Finance  Inc.  and the
Company,  evidencing their  arrangements in respect of the Sumitomo Lease,  duly
executed by the parties  thereto on terms  reasonably  satisfactory  to Majority
Banks.


                                                    ARTICLE VIII

                                               NEGATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan or
other  Obligation  shall remain unpaid or  unsatisfied,  or any Letter of Credit
shall remain outstanding, unless the Majority Banks waive compliance in writing:

8.01 Limitation on Liens.  The Company shall not, and shall not suffer or permit
any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer
to exist any Lien upon or with respect to any part of its property,  whether now
owned or hereafter acquired, other than the following ("Permitted Liens"):

(a) any Lien  existing  on  property  of the  Company or any  Subsidiary  on the
Effective Date and set forth in Schedule 8.01 securing Indebtedness  outstanding
on such date and any refinancing or refunding thereof;

(b)                        any Lien created under any Loan Document;

(c) Liens for taxes, fees,  assessments or other governmental  charges which are
not  delinquent  or  remain  payable  without  penalty,  or to the  extent  that
non-payment  thereof is permitted by Section  7.07,  provided  that no notice of
lien has been filed or recorded under the Code;

(d)   carriers',   warehousemen's,    mechanics',   landlords',   materialmen's,
repairmen's  or other similar  Liens arising in the ordinary  course of business
which are not delinquent or remain payable without penalty;

(e) Liens  (other  than any Lien  imposed  by ERISA)  consisting  of  pledges or
deposits required in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other social security legislation;

(f)  easements,  rights-of-way,  restrictions  and  other  similar  encumbrances
incurred in the ordinary  course of business  which,  in the aggregate,  are not
substantial in amount,  and which do not in any case materially detract from the
value of the property  subject thereto or interfere with the ordinary conduct of
the businesses of the Company and its Subsidiaries;

(g) purchase  money security  interests on any property  acquired or held by the
Company  or its  Subsidiaries  in the  ordinary  course  of  business,  securing
Indebtedness incurred or assumed for the purpose of financing all or any part of
the cost of acquiring such property; provided that (i) any such Lien attaches to
such property concurrently with or within 20 days after the acquisition thereof,
(ii) such Lien attaches solely to the property so acquired in such  transaction,
(iii) the principal amount of the  Indebtedness  secured thereby does not exceed
100% of the cost of such property,  and (iv) the aggregate  principal  amount of
the Indebtedness  secured by any and all such purchase money security  interests
together  with  the  principal  amount  of any  Indebtedness  secured  by  Liens
permitted under subsection (h) below shall not at any time exceed $5,000,000;

(h) mortgage  Liens on any real property  acquired or constructed by the Company
or its  Subsidiaries  subsequent to the Effective Date in the ordinary course of
business, securing Indebtedness incurred or assumed for the purpose of financing
all or any part of the cost of acquiring or constructing such property; provided
that (i) any such Lien attaches to such property  concurrently with or within 90
days after such  property  is placed in service by the  Company,  (ii) such Lien
attaches solely to the property so acquired or constructed in such  transaction,
(iii) the principal amount of the  Indebtedness  secured thereby does not exceed
100% of the fair  market  value of such  property,  (iv)  such  Indebtedness  is
without recourse to the Company or any of its Subsidiaries and (v) the aggregate
amount  of all such  Indebtedness  together  with the  principal  amount  of any
Indebtedness  secured by Liens  permitted  under  subsection  (g) above does not
exceed $5,000,000;

(i) Liens  securing  obligations  in respect of Capital  Leases,  limited to the
assets  subject to such leases,  provided that such Capital Leases are otherwise
permitted hereunder;

(j) Liens on any property of HMO Texas,  securing the Kaiser Note; provided that
such  Indebtedness is without recourse to the Company or any of its Subsidiaries
(other than HMO Texas to the extent set forth in the Kaiser Note);

(k) Liens  securing  letters of  credit,  each of which has an  individual  face
amount less than $500,000 and the aggregate  face amounts of which are less than
$1,000,000;  (l) Liens  securing  obligations  of the  Company  to a  Subsidiary
permitted pursuant to Section 8.05(g);

     (m) Liens securing an Approved Sale-Leaseback Transaction; and

     (n) Liens securing a Sierra Military Receivables Financing.

8.02  Disposition  of Assets.  The  Company  shall not,  and shall not suffer or
permit any Subsidiary to, directly or indirectly,  sell, assign,  lease, convey,
transfer or  otherwise  dispose of (whether in one or a series of  transactions)
any property (including accounts and notes receivable, with or without recourse)
or enter into any agreement to do any of the foregoing, except:

     (a) dispositions of inventory, or used, worn-out or surplus equipment,  all
in the ordinary course of business;

(b) the sale of  equipment to the extent that such  equipment  is exchanged  for
credit  against the  purchase  price of similar  replacement  equipment,  or the
proceeds of such sale are reasonably  promptly  applied to the purchase price of
such replacement equipment;

     (c) sales by the Company in the ordinary  course of business of  marketable
securities held in its investment portfolios;

     (d) the sale by the Company of its corporate jet;

     (e) the sale by the  Company of its Texas  assets to the  extent  permitted
under Section 7.16;

     (f) the Sierra Military Receivables Financing;

(g) dispositions not otherwise permitted hereunder of assets (including all, but
not less than all, of the capital stock of any Subsidiary)  owned by the Company
or any Subsidiary,  which are made for fair market value; provided,  that (i) at
the time of any  disposition,  no Event of Default  shall exist or shall  result
from such  disposition,  (ii) the  aggregate  sales price from such  disposition
shall be paid in cash and (iii) all Net Cash  Proceeds  therefrom are applied to
the Obligations as provided in Section 2.06(d); and

(h)                        a Permitted Sale-Leaseback Transaction.

         If the  Company  or  any  Subsidiary  shall  complete  any  transaction
permitted by clauses (d), (e) or (f) above,  the Company may retain all Net Cash
Proceeds therefrom.

8.03 Consolidations and Mergers.  The Company shall not, and shall not suffer or
permit any Subsidiary to, merge,  consolidate with or into, or convey, transfer,
lease or  otherwise  dispose of  (whether in one  transaction  or in a series of
transactions  all or  substantially  all of its  assets  (whether  now  owned or
hereafter acquired) to or in favor of any Person, except:

(a) any Subsidiary  may merge with the Company,  provided that the Company shall
be  the  continuing  or  surviving   corporation,   or  with  any  one  or  more
Subsidiaries, provided that if any transaction shall be between a Subsidiary and
a Wholly-Owned  Subsidiary,  the Wholly-Owned Subsidiary shall be the continuing
or surviving corporation; and

     (b) any  Subsidiary may sell all or  substantially  all of its assets (upon
voluntary  liquidation  or  otherwise),  to the Company or another  Wholly-Owned
Subsidiary.

8.04 Loans and Investments. The Company shall not purchase or acquire, or suffer
or  permit  any  Subsidiary  to  purchase  or  acquire,  or make any  commitment
therefor,  any capital  stock,  equity  interest,  or any  obligations  or other
securities  of, or any  interest  in, any Person,  or make or commit to make any
Acquisitions,  or make or commit to make any advance,  loan, extension of credit
or capital  contribution to or any other investment in, any Person including any
Affiliate of the Company (together, "Investments"), except for:

     (a)  Investments  held by the  Company  or  Subsidiary  in the form of cash
equivalents, marketable securities or real estate mortgage loans in the ordinary
course of business;

     (b)  extensions  of credit in the nature of  accounts  receivable  or notes
receivable  arising  from the sale or lease of goods or services in the ordinary
course of business;

(c)  extensions  of  credit  (i) by  the  Company  to  any  of its  Wholly-Owned
Subsidiaries  (other  than  Sierra  Military),  (ii) by any of its  Wholly-Owned
Subsidiaries  to another of its  Wholly-Owned  Subsidiaries  (other  than Sierra
Military) or (iii) from the Effective Date until the Sierra Military Receivables
Financing  shall  have  completed,  by the  Company  to Sierra  Military  in the
ordinary course of business, which Indebtedness of Sierra Military together with
the  Investments  made  pursuant  to  subsection  8.04(d)  shall  not  exceed an
aggregate amount of $5,000,000;

(d) Investments in HMO Subsidiaries and Workers Compensation  Subsidiaries in an
aggregate amount not to exceed 105% of such Subsidiary's Regulatory Tangible Net
Equity  Requirement and Investments in Sierra Military in the ordinary course of
business prior to the completion of the Sierra Military Receivables Financing so
long as the aggregate  amount of such  Investments made after the Effective Date
plus the  aggregate  amount of  Indebtedness  incurred  pursuant  to  subsection
8.04(c)(iii) does not in the aggregate exceed $5,000,000;

     (e) Investments in HMO Texas and the Medical Group of Texas in an aggregate
amount not to exceed $12,000,000 from and after the Effective Date;

     (f) the Investments as of the Effective Date listed on Schedule 8.04;

     (g)  loans  or  advances  to  officers  and  employees  existing  as of the
Effective Date;

     (h) other Investments consisting of equity holdings in 2314 Partnership and
Persons other than Subsidiaries;

(i) loans to officers or  employees  made after the  Effective  Date to fund the
purchase from the Company of stock in the Company,  provided that such loans are
not made in cash and the  aggregate  amount of all such  loans  shall not exceed
$5,000,000 at any one time outstanding;

     (j) loans or advances to officers and  employees in the ordinary  course of
business (such as travel or relocation  advances) not to exceed  $250,000 in the
aggregate at any one time outstanding; and

     (k) Investments constituting an integral part of an Approved Sale-Leaseback
Transaction.

8.05 Limitation on Indebtedness.  The Company shall not, and shall not suffer or
permit any Subsidiary to, create,  incur, assume,  suffer to exist, or otherwise
become  or  remain   directly  or   indirectly   liable  with  respect  to,  any
Indebtedness, except:

     (a) Indebtedness incurred pursuant to this Agreement;

     (b) Indebtedness consisting of Contingent Obligations permitted pursuant to
Section 8.08;

     (c)  Indebtedness  existing on the Effective Date and set forth in Schedule
8.05 (including,  without limitation,  the Indebtedness  evidenced by the Kaiser
Note);

     (d) Indebtedness  secured by Liens permitted by subsections  8.01(g),  (h),
(i), (j), (m) and (n);

(e)  Indebtedness  incurred for the purpose of refinancing all or any portion of
any item of  Indebtedness  incurred  pursuant to  subsections  (b) or (c) above;
provided,  that the aggregate  outstanding principal amount of such Indebtedness
shall not at any time exceed the aggregate  outstanding principal amount thereof
at  the  Effective  Date,  minus  the  aggregate  amount  of  all  payments  and
prepayments  of  principal  which as of such time shall have been made after the
date  of  this  Agreement  in  respect  of  Indebtedness  incurred  pursuant  to
subsections (b) and (c) or pursuant to this subsection (e); and

     (f) loans or  advances  to officers  and  employees  of the Company and its
Subsidiaries outstanding as of the Effective Date;

     (g) loans from any Subsidiary of the Company to the Company; and

(h)  Indebtedness in respect of Capital Leases in an aggregate  principal amount
at any one time  outstanding  not in excess of $10,000,000  incurred on or after
the Effective Date.

8.06 Transactions  with Affiliates.  The Company shall not, and shall not suffer
or permit any  Subsidiary to, enter into any  transaction  with any Affiliate of
the  Company,  except upon fair and  reasonable  terms no less  favorable to the
Company  or such  Subsidiary  than  would  obtain in a  comparable  arm's-length
transaction with a Person not an Affiliate of the Company or such Subsidiary.

8.07                Use of Proceeds.
                    ---------------

(a) The Company shall not, and shall not suffer or permit any Subsidiary to, use
any  portion  of the  Loan  proceeds  or  any  Letter  of  Credit,  directly  or
indirectly,  (i) to purchase or carry Margin  Stock,  (ii) to repay or otherwise
refinance  indebtedness  of the Company or others  incurred to purchase or carry
Margin  Stock,  (iii) to extend credit for the purpose of purchasing or carrying
any Margin  Stock,  (iv) to acquire  any  security  in any  transaction  that is
subject to Section 13 or 14 of the  Exchange  Act, or (v) for any purpose  which
violated Regulations T, U or X of the FRB.

(b) The Company shall not,  directly or indirectly,  use any portion of the Loan
proceeds or any Letter of Credit (i) knowingly to purchase Ineligible Securities
from the Agent or any of its Affiliates  during any period in which the Agent or
any of its  Affiliates  makes a  market  in  such  Ineligible  Securities,  (ii)
knowingly to purchase  during the  underwriting or placement  period  Ineligible
Securities  being  underwritten  or privately  placed by the Agent or any of its
Affiliates,  or (iii) to make  payments of principal  or interest on  Ineligible
Securities  underwritten  or  privately  placed  by  the  Agent  or  any  of its
Affiliates  and issued by or for the benefit of the Company or any  Affiliate of
the Company.  Certain Affiliates of the Agent are registered  broker-dealers and
permitted  to  underwrite  and  deal  in  certain  Ineligible  Securities;   and
"Ineligible  Securities" means securities which may not be underwritten or dealt
in by member banks of the Federal Reserve System under Section 16 of the Banking
Act of 1933 (12 U.S.C. ss. 24, Seventh), as amended.

 8.08 Contingent Obligations. The Company shall not, and shall not suffer or
permit any Subsidiary to, create, incur, assume or suffer
to exist any Contingent Obligations except:

     (a)  endorsements  for  collection  or  deposit in the  ordinary  course of
business;

     (b) Contingent  Obligations of the Company and its Subsidiaries existing as
of the Effective Date and listed in Schedule 8.08;

     (c) Contingent Obligations under Swap Contracts; and

     (d) Contingent  Obligations with respect to Surety Instruments  incurred in
the ordinary course of business;

(e)  Guarantees by the Company of (i) leases by its  Subsidiaries  of office and
medical space and (ii) the  obligations  of its  Restricted  Subsidiaries  under
their insurance  policies issued to clients of J&H Marsh & McLennan,  Inc., AON,
Hilb,  Rogal & Hamilton  Company and Craigin & Pike;  and

(f)  Guarantees by the
Company of reserve obligations and similar obligations of its Subsidiaries under
applicable Requirements of Law.

8.09 Lease  Obligations.  The Company  shall not, and shall not suffer or permit
any Subsidiary to, create or suffer to exist any  obligations for the payment of
rent for any property under lease or agreement to lease, except for:

     (a) leases of the Company and of Subsidiaries in existence on the Effective
Date and any renewal, extension or refinancing thereof;

     (b) operating  leases entered into by the Company or any  Subsidiary  after
the Effective Date in the ordinary course of business;

(c) Capital Leases other than those  permitted under clause (a) of this Section,
entered into by the Company or any  Subsidiary  after the Effective  Date in the
ordinary  course of business to finance the  acquisition  of  equipment,  to the
extent permitted pursuant to Section 8.05; and

(d)                        the Permitted Sale-Leaseback Transactions.

8.10               Restricted Payments.
                    -------------------

(a) From and after the  Effective  Date,  the Company  shall not,  and shall not
suffer or permit any  Subsidiary to, (x) purchase,  redeem,  retire or otherwise
acquire  for value,  or set apart any money for a sinking,  defeasance  or other
analogous fund for, the purchase,  redemption,  retirement or other  acquisition
of, or make any voluntary  prepayment of, the principal of the Convertible  Debt
or the Kaiser Note prior to the scheduled maturity thereof,  (y) declare or make
any dividend payment or other distribution of assets, properties,  cash, rights,
obligations  or  securities on account of any shares of any class of its capital
stock, or purchase,  redeem or (z) otherwise acquire for value any shares of its
capital stock or any warrants,  rights or options to acquire such shares, now or
hereafter  outstanding  (each,  a  "Restricted  Payment")  except  so long as no
Default or Event of Default shall have occurred and be continuing:

     (i) CII may expend up to $12,500,000 for purchases of CII Convertible  Debt
so long as such funds are internally  generated by CII's  Subsidiaries;  or

     (ii) the Company or any  Subsidiary  may purchase CII  Convertible  Debt so
long as the Company makes a dollar for dollar  reduction of the  Commitments for
each dollar  expended to purchase CII  Convertible  Debt from sources other than
internally generated funds from CII's Subsidiaries; or

(iii)    subject to the limitation in subsections  8.04 (d) and (e), the Company
         may advance  funds to satisfy any  Restricted  Subsidiary's  Regulatory
         Tangible Net Equity Requirement

notwithstanding the foregoing, (i) any Wholly-Owned Subsidiaries may declare and
pay dividends to the Company and (ii) the Company may refinance the  Convertible
Debt or the Kaiser Note with equity  securities or with  Indebtedness so long as
such  replacement  Indebtedness  is issued by the same  issuer and has  interest
rate, maturity,  average life,  collateral and subordination  provisions no less
favorable  to the  Company  or the  Banks  than  those  of the  Indebtedness  so
refinanced.

(b) The Company shall not, and shall not suffer or permit any Subsidiary to make
any regularly scheduled payment of the principal of or interest on, or any other
amount  owing in respect of the  Convertible  Debt  unless both before and after
giving effect thereof, no Default or Event of Default shall have occurred and be
continuing.

8.11 ERISA.  The Company  shall not, and shall not suffer or permit any of
its ERISA Affiliates to:

(a)  engage  in  a  prohibited   transaction   or  violation  of  the  fiduciary
responsibility  rules  with  respect  to any Plan  which has  resulted  or could
reasonably expected to result in liability of the Company in an aggregate amount
in excess of $2,000,000; or

     (b) engage in a  transaction  that  could be  subject  to  Section  4069 or
4212(c) of ERISA.

8.12 Change in Business.  The Company shall not, and shall not suffer or permit
any Subsidiary to, engage in any material line of business other than the Health
Care Business.

8.13 Accounting Changes.  The Company shall not, and shall not suffer or permit
any  Subsidiary  to, make any  significant  change in  accounting  treatment  or
reporting  practices,  except as required by GAAP,  or change the fiscal year of
the Company or of any Subsidiary.

     8.14  Financial  Covenants.  The Company  shall not violate the  financial
covenants set forth on Schedule 8.14.

8.15 Limitation on Payment Restrictions Affecting  Subsidiaries.  Except as set
forth in this  Agreement  or as set  forth in the  Sierra  Military  Receivables
Financing,  the Company shall not, and shall not permit any of its Subsidiaries,
directly  or  indirectly,  to  create  or  suffer  to exist  or allow to  become
effective any consensual encumbrance or restriction on the ability of (i) any of
the  Subsidiaries  of the  Company  to (a)  declare  and pay  dividends  on such
Subsidiaries' stock or pay any obligation, liability or any Indebtedness owed to
the Company or any of its other Subsidiaries,  (b) make loans or advances to the
Company or its other  Subsidiaries  or (c)  transfer  any of its  properties  or
assets to the Company or any of its other  Subsidiaries,  or (ii) the Company or
any of its  Subsidiaries to receive or retain  vis-a-vis the transferor any such
amounts  set  forth in  clauses  (i)(a),  (i)(b)  or (i)(c)  above,  except  for
encumbrances or restrictions  existing under or by reason of HMO Regulations and
other applicable law.

8.16 Pledged Shares.  From and after the Effective Date, the Company shall, and
shall cause each of its Subsidiaries to, pledge to the Agent, for the benefit of
the  Banks,  all of the  shares  of  capital  stock of each of their  respective
Non-Restricted   Subsidiaries  from  time  to  time  pursuant  to  the  Security
Agreement.

8.17 Cash Compensation of Senior  Management.  The Company shall not, and shall
not suffer or permit any of its Subsidiaries, to pay or compensate, in cash, its
senior  management in amounts that are not consistent with current practices and
levels.

                                                    ARTICLE IX

                                                EVENTS OF DEFAULT

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

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

(b) Representation or Warranty. Any representation or warranty by the Company or
any Subsidiary made or deemed made herein, in any other Loan Document,  or which
is contained in any certificate, document or financial or other statement by the
Company, any Subsidiary, or any Responsible Officer, furnished at any time under
this  Agreement,  or in or under any other Loan  Document,  is  incorrect in any
material respect on or as of the date made or deemed made; or

     (c) Specific  Defaults.  The Company  fails to perform or observe any term,
covenant or agreement  contained in any of Section 7.01, 7.02,
7.03, 7.09, 7.16 or 7.17 or in Article VIII; or

(d) Other  Defaults.  The Company  fails to perform or observe any other term or
covenant  contained  in this  Agreement  or any other  Loan  Document,  and such
default shall  continue  unremedied for a period of 20 days after the earlier of
(i) the date upon  which a  Responsible  Officer  had Actual  Knowledge  of such
failure  or (ii) the date upon  which  written  notice  thereof  is given to the
Company by the Agent or any Bank; or

(e)  Cross-Default.  The Company or any Subsidiary (A) fails to make any payment
in respect of any  Indebtedness  or Contingent  Obligation,  having an aggregate
principal  amount  of more  than  $10,000,000  when due  (whether  by  scheduled
maturity, required prepayment, acceleration, demand, or otherwise); or (B) fails
to perform or observe any other condition or covenant,  or any other event shall
occur or condition exist, under any agreement or instrument relating to any such
Indebtedness  or Contingent  Obligation,  and such failure  continues  after the
applicable grace or notice period, if any, specified in the relevant document on
the date of such failure if the effect of such failure, event or condition is to
cause, or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries  of such  Indebtedness  (or a  trustee  or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to
be  declared  to be due  and  payable  prior  to its  stated  maturity,  or such
Contingent Obligation to become payable or cash collateral in respect thereof to
be demanded; or

(f) Insolvency; Voluntary Proceedings. The Company or any Significant Subsidiary
(i)  ceases or fails to be  solvent,  or  generally  fails to pay,  or admits in
writing  its  inability  to pay,  its  debts  as they  become  due,  subject  to
applicable grace periods, if any, whether at stated maturity or otherwise;  (ii)
voluntarily  ceases to  conduct  its  business  in the  ordinary  course;  (iii)
commences any Insolvency  Proceeding  with respect to itself;  or (iv) takes any
action to effectuate or authorize any of the foregoing; or

(g)  Involuntary  Proceedings.  (i) Any  involuntary  Insolvency  Proceeding  is
commenced or filed  against the Company or any  Significant  Subsidiary,  or any
writ, judgment,  warrant of attachment,  execution or similar process, is issued
or  levied  against  a  substantial  part of the  Company's  or any  Significant
Subsidiary's  properties,  and any such  proceeding  or  petition  shall  not be
dismissed, or such writ, judgment,  warrant of attachment,  execution or similar
process  shall not be  released,  vacated or fully  bonded  within 60 days after
commencement,  filing or levy;  (ii) the Company or any  Significant  Subsidiary
admits  the  material  allegations  of a petition  against it in any  Insolvency
Proceeding,  or an order for relief (or  similar  order under  non-U.S.  law) is
ordered in any Insolvency  Proceeding;  or (iii) the Company or any  Significant
Subsidiary  acquiesces in the  appointment  of a receiver,  trustee,  custodian,
conservator,  liquidator,  mortgagee in possession (or agent therefor), or other
similar Person for itself or a substantial  portion of its property or business;
or

(h) ERISA.  (i) An ERISA  Event shall  occur with  respect to a Pension  Plan or
Multiemployer  Plan which has resulted or could reasonably be expected to result
in  liability  of the  Company  under  Title IV of ERISA  to the  Pension  Plan,
Multiemployer  Plan or the PBGC in an aggregate  amount in excess of $2,000,000;
the aggregate  amount of Unfunded  Pension  Liability among all Pension Plans at
any time exceeds  $2,000,000;  or (iii) the Company or any ERISA Affiliate shall
fail to pay when due, after the expiration of any applicable  grace period,  any
installment payment with respect to its withdrawal  liability under Section 4201
of  ERISA  under a  Multiemployer  Plan in an  aggregate  amount  in  excess  of
$2,000,000; or

(i)   Monetary   Judgments.    One   or   more   non-interlocutory    judgments,
non-interlocutory  orders,  decrees or arbitration awards is entered against the
Company or any Subsidiary  involving in the aggregate a liability (to the extent
not covered by  independent  third-party  insurance as to which the insurer does
not  dispute  coverage)  as to any  single or  related  series of  transactions,
incidents  or  conditions,  of  $5,000,000  or more,  and the same shall  remain
unvacated  and unstayed  pending  appeal for a period of 10 days after the entry
thereof; or

(j)  Non-Monetary  Judgments.  Any  non-monetary  judgment,  order or  decree is
entered against the Company or any Subsidiary  which does or would reasonably be
expected to have a Material Adverse Effect,  and there shall be any period of 10
consecutive  days during which a stay of  enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

(k)              Change of Control.  There occurs any Change of Control; or
                 -----------------

(l) Loss of  Licenses.  Any HMO  Regulator or any other  Governmental  Authority
revokes  or fails to renew any  material  license,  permit or  franchise  of the
Company or any Subsidiary, or the Company or any Subsidiary for any reason loses
any material  license,  permit or  franchise,  or the Company or any  Subsidiary
suffers the imposition of any restraining order,  escrow,  suspension or impound
of funds in connection  with any proceeding  (judicial or  administrative)  with
respect to any material license, permit or franchise; or

(m) HMO Event or Workers  Compensation  Event.  An HMO Event shall have occurred
and remain  unremedied  for the lesser of 30 days after the  occurrence  of such
event or five days after the duration of any cure period imposed for the cure of
such HMO Event by the HMO Regulator administering the pertinent HMO Regulations;
or a Workers  Compensation  Event shall have occurred and remain  unremedied for
the lesser of 30 days after the  occurrence of such event or five days after the
duration of any cure period  imposed for the cure of such  Workers  Compensation
Event by the Workers Compensation Regulator  administering the pertinent Workers
Compensation Regulations; or

     (n) Prospective  Premium Default. A Prospective  Premium Default shall have
occurred; or

     (o)  Adverse  Change.   There  occurs  a  Material   Adverse   Effect; or

(p) Invalidity of Subordination Provisions.  The subordination provisions of the
Convertible Debt is for any reason revoked or invalidated, or otherwise cease to
be in full force and  effect,  or any  Person  contests  in any  manner  (with a
reasonable  likelihood  of success)  the validity or  enforceability  thereof or
denies  that it has any  further  liability  or  obligation  thereunder,  or the
Indebtedness  hereunder  is for any  reason  subordinated  or does  not have the
priority contemplated by this Agreement or such subordination provisions.

9.02  Remedies.  If any Event of Default  occurs,  the Agent shall,  at the
request of, or may, with the consent of, the Majority Banks,

(a) declare the commitment of each Bank to make Loans and participate in Letters
of Credit and any  obligation  of the Issuing Bank to Issue Letters of Credit to
be terminated, whereupon such Commitments and obligation shall be terminated;

(b) declare an amount  equal to the maximum  aggregate  amount that is or at any
time thereafter may become  available for drawing under any outstanding  Letters
of Credit  (whether or not any  beneficiary  shall have  presented,  or shall be
entitled at such time to present, the drafts or other documents required to draw
under such Letters of Credit) to be immediately due and payable, and declare the
unpaid  principal  amount of all  outstanding  Loans,  all interest  accrued and
unpaid  thereon,  and all other amounts owing or payable  hereunder or under any
other Loan  Document to be  immediately  due and payable,  without  presentment,
demand,  protest or other notice of any kind, all of which are hereby  expressly
waived by the Company; and

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

provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 9.01 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein),  the obligation of each Bank
to make Loans and any  obligation of the Issuing Bank to Issue Letters of Credit
shall automatically terminate and the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable without further act of the Agent,  the Issuing Bank or any Bank.
Upon any  acceleration  of the Loans pursuant to the foregoing  provisions,  the
Company shall  deposit with the Agent cash  collateral in an amount equal to the
aggregate undrawn amount of all Letters of Credit then outstanding (the "Maximum
Available  Amount");  provided that in the event of any drawing under any Letter
of Credit thereafter, the Agent shall use such cash collateral to reimburse such
drawing  and  provided  further  that,  in  the  event  of any  cancellation  or
expiration of any Letter of Credit, the Agent shall apply the difference between
the  Maximum  Available  Amount   immediately  prior  to  such  cancellation  or
reduction,  first,  to the payment in full of any outstanding  Obligations,  and
second,  to the Company or to such other Person who may be lawfully  entitled to
receive such funds or as a court of competent jurisdiction may direct.

NOTWITHSTANDING THE FOREGOING, THE AGENT AND THE BANKS EXPRESSLY ACKNOWLEDGE AND
AGREE THAT ANY TRANSFER OF THE PLEDGED  SHARES,  OR ANY EXERCISE OF CONTROL WITH
RESPECT THERETO, IS SUBJECT TO, AND SHALL BE EFFECTED SOLELY IN COMPLIANCE WITH,
APPLICABLE  REGULATORY  REQUIREMENTS;  PROVIDED  THAT  THIS  ACKNOWLEDGMENT  AND
AGREEMENT  IS MADE  SOLELY  FOR  THE  BENEFIT  OF  APPLICABLE  GOVERNMENTAL  AND
REGULATORY  AUTHORITIES  AND SHALL NOT BE CONSTRUED AS A COVENANT AS BETWEEN THE
AGENT  AND  THE  BANKS,  ON  THE  ONE  HAND,  AND  THE  COMPANY  OR  ANY  OF ITS
SUBSIDIARIES, ON THE OTHER HAND.

9.03 Rights Not  Exclusive.  The rights  provided for in this  Agreement and the
other Loan  Documents are  cumulative and are not exclusive of any other rights,
powers,  privileges or remedies provided by law or in equity, or under any other
instrument, document or agreement now existing or hereafter arising.

                                                    ARTICLE X

                                                    THE AGENT

10.01                Appointment and Authorization; "Agent".
                    --------------------------------------

(a) Each Bank hereby irrevocably (subject to Section 10.09) appoints, designates
and  authorizes the Agent to take such action on its behalf under the provisions
of this  Agreement  and each other Loan Document and to exercise such powers and
perform  such  duties  as are  expressly  delegated  to it by the  terms of this
Agreement  or  any  other  Loan  Document,  together  with  such  powers  as are
reasonably  incidental  thereto.  Notwithstanding  any provision to the contrary
contained  elsewhere in this Agreement or in any other Loan Document,  the Agent
shall not have any duties or responsibilities,  except those expressly set forth
herein, nor shall the Agent have or be deemed to have any fiduciary relationship
with any Bank, and no implied covenants,  functions,  responsibilities,  duties,
obligations or  liabilities  shall be read into this Agreement or any other Loan
Document or otherwise exist against the Agent.  Without  limiting the generality
of the foregoing  sentence,  the use of the term "agent" in this  Agreement with
reference to the Agent is not intended to connote any fiduciary or other implied
(or express)  obligations  arising under agency  doctrine of any applicable law.
Instead,  such term is used merely as a matter of market custom, and is intended
to create or reflect only an  administrative  relationship  between  independent
contracting parties.

(b) The  Issuing  Bank  shall act on behalf of the  Banks  with  respect  to any
Letters of Credit Issued by it and the documents associated therewith until such
time  and  except  for so long as the  Agent  may  agree at the  request  of the
Majority  Banks to act for such  Issuing Bank with  respect  thereto;  provided,
however, that the Issuing Bank shall have all of the benefits and immunities (i)
provided  to the  Agent in this  Article  X with  respect  to any acts  taken or
omissions  suffered by the Issuing  Bank in  connection  with  Letters of Credit
Issued by it or proposed to be Issued by it and the  application  and agreements
for  letters of credit  pertaining  to the  Letters of Credit as fully as if the
term "Agent",  as used in this Article X, included the Issuing Bank with respect
to such acts or omissions,  and (ii) as additionally  provided in this Agreement
with respect to the Issuing Bank.

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

10.03 Liability of Agent. None of the  Agent-Related  Persons shall (i) be
liable
for  any  action  taken  or  omitted  to be  taken  by any of them  under  or in
connection  with this  Agreement or any other Loan Document or the  transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be  responsible  in any  manner  to any of the  Banks  for any  recital,
statement,  representation  or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or
in any other Loan Document,  or in any certificate,  report,  statement or other
document  referred to or  provided  for in, or received by the Agent under or in
connection  with,  this Agreement or any other Loan  Document,  or the validity,
effectiveness,  genuineness,  enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Company or any other party to
any Loan  Document  to perform  its  obligations  hereunder  or  thereunder.  No
Agent-Related  Person shall be under any  obligation to any Bank to ascertain or
to  inquire  as to the  observance  or  performance  of  any  of the  agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties,  books or records of the Company or any of the Company's
Subsidiaries or Affiliates.

10.04                Reliance by Agent.
                    -----------------

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

(b) For purposes of  determining  compliance  with the  conditions  specified in
Section 5.01, each Bank that has executed this Agreement shall be deemed to have
consented  to,  approved or accepted or to be satisfied  with,  each document or
other  matter  either  sent by the  Agent to such  Bank for  consent,  approval,
acceptance  or  satisfaction,  or  required  thereunder  to be  consented  to or
approved by or acceptable or satisfactory to the Bank.

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

10.06 Credit  Decision.  Each Bank  acknowledges  that none of the Agent-Related
Persons  has made any  representation  or warranty to it, and that no act by the
Agent hereinafter taken,  including any review of the affairs of the Company and
its Subsidiaries,  shall be deemed to constitute any  representation or warranty
by any Agent-Related  Person to any Bank. Each Bank represents to the Agent that
it has,  independently  and without reliance upon any  Agent-Related  Person and
based on such documents and information as it has deemed  appropriate,  made its
own appraisal of and  investigation  into the business,  prospects,  operations,
property,  financial and other condition and creditworthiness of the Company and
its  Subsidiaries,  and all  applicable  bank  regulatory  laws  relating to the
transactions  contemplated  hereby, and made its own decision to enter into this
Agreement  and to  extend  credit  to the  Company  hereunder.  Each  Bank  also
represents  that  it  will,   independently   and  without   reliance  upon  any
Agent-Related  Person and based on such  documents and  information  as it shall
deem  appropriate  at the  time,  continue  to  make  its own  credit  analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents,  and to make such investigations as it deems necessary
to inform itself as to the business, prospects,  operations, property, financial
and other  condition and  creditworthiness  of the Company.  Except for notices,
reports and other  documents  expressly  herein  required to be furnished to the
Banks by the  Agent,  the  Agent  shall not have any duty or  responsibility  to
provide any Bank with any credit or other  information  concerning the business,
prospects,    operations,   property,   financial   and   other   condition   or
creditworthiness of the Company which may come into the possession of any of the
Agent-Related Persons.

10.07  Indemnification  of Agent.  Whether or not the  transactions
contemplated
hereby are consummated,  the Banks shall indemnify upon demand the Agent-Related
Persons (to the extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), pro rata, from and against any
and all Indemnified Liabilities; provided, however, that no Bank shall be liable
for the payment to the Agent-Related  Persons of any portion of such Indemnified
Liabilities resulting from such Person's gross negligence or willful misconduct.
Without  limitation of the foregoing,  each Bank shall  reimburse the Agent upon
demand for its ratable share of any costs or out-of-pocket  expenses  (including
Attorney  Costs)  incurred  by the  Agent in  connection  with the  preparation,
execution,  delivery,  administration,  modification,  amendment or  enforcement
(whether  through  negotiations,  legal  proceedings  or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any other
Loan Document,  or any document  contemplated  by or referred to herein,  to the
extent that the Agent is not reimbursed for such expenses by or on behalf of the
Company.  The  undertaking  in this  Section  shall  survive  the payment of all
Obligations hereunder and the resignation or replacement of the Agent.

10.08 Agent in Individual  Capacity.  Bank of America and its Affiliates may
make
loans to,  issue  letters of credit for the account of,  accept  deposits  from,
acquire equity interests in and generally engage in any kind of banking,  trust,
financial  advisory,  underwriting  or other  business  with the Company and its
Subsidiaries  and Affiliates as though Bank of America were not the Agent or the
Issuing Bank hereunder and without notice to or consent of the Banks.  The Banks
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may  receive  information  regarding  the Company or its  Affiliates  (including
information that may be subject to  confidentiality  obligations in favor of the
Company or such  Subsidiary)  and  acknowledge  that the Agent shall be under no
obligation to provide such information to them. With respect to its Loans,  Bank
of America  shall have the same rights and powers  under this  Agreement  as any
other  Bank and may  exercise  the same as  though  it were not the Agent or the
Issuing Bank.

10.09  Successor  Agent.  The Agent may, and at the request of the Majority
Banks
shall,  resign as Agent upon 30 days' notice to the Banks.  If the Agent resigns
under this  Agreement,  the Majority  Banks shall appoint from among the Banks a
successor  agent for the Banks.  If no successor agent is appointed prior to the
effective  date of the  resignation of the Agent,  the Agent may appoint,  after
consulting  with the Banks and the  Company,  a  successor  agent from among the
Banks. Upon the acceptance of its appointment as successor agent hereunder, such
successor  agent  shall  succeed  to all the  rights,  powers  and duties of the
retiring  Agent and the term  "Agent"  shall mean such  successor  agent and the
retiring  Agent's  appointment,  powers and duties as Agent shall be terminated.
After any retiring  Agent's  resignation  hereunder as Agent,  the provisions of
this Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any
actions  taken or  omitted  to be taken by it  while  it was  Agent  under  this
Agreement.  If no successor agent has accepted  appointment as Agent by the date
which is 30 days  following  a  retiring  Agent's  notice  of  resignation,  the
retiring Agent's  resignation shall nevertheless  thereupon become effective and
the Banks  shall  perform  all of the duties of the Agent  hereunder  until such
time, if any, as the Majority  Banks  appoint a successor  agent as provided for
above.  Notwithstanding  the  foregoing,  however,  Bank of  America  may not be
removed as the Agent at the request of the Majority Banks unless Bank of America
shall also  simultaneously  be replaced as "Issuing Bank" hereunder  pursuant to
documentation in form and substance reasonably satisfactory to Bank of America.

10.10               Withholding Tax.
                    ---------------

(a) If any Bank is a  "foreign  corporation,  partnership  or trust"  within the
meaning of the Code and such Bank claims exemption from, or a reduction of, U.S.
withholding  tax under Sections 1441 or 1442 of the Code,  such Bank agrees with
and in favor of the Agent and the Company, to deliver to the Agent:

(i)      if such Bank claims an exemption  from, or a reduction of,  withholding
         tax under a United  States  tax  treaty,  two  properly  completed  and
         executed  copies of IRS Form 1001 before the payment of any interest in
         the first  calendar year and before the payment of any interest in each
         third succeeding  calendar year during which interest may be paid under
         this Agreement;

(ii)     if such Bank claims that interest  paid under this  Agreement is exempt
         from United States withholding tax because it is effectively  connected
         with a United  States  trade or  business  of such Bank,  two  properly
         completed  and  executed  copies of IRS Form 4224 before the payment of
         any interest is due in the first  taxable year of such Bank and in each
         succeeding  taxable year of such Bank during which interest may be paid
         under this Agreement; and

(iii)    to the extent it is legally  able to do so, such other form or forms as
         may be required  under the Code or other laws of the United States as a
         condition to exemption from, or reduction of, United States withholding
         tax.

Such Bank agrees to  promptly  notify the Agent and the Company of any change in
circumstances  which would  modify or render  invalid any claimed  exemption  or
reduction.

(b) If any Bank claims exemption from, or reduction of,  withholding tax under a
United  States  tax  treaty by  providing  IRS Form  1001 and such  Bank  sells,
assigns,  grants a participation  in, or otherwise  transfers all or part of the
Obligations of the Company to such Bank, such Bank agrees to notify the Agent of
the  percentage  amount  in  which  it is no  longer  the  beneficial  owner  of
Obligations  of the  Company  to such  Bank.  To the  extent of such  percentage
amount, the Agent will treat such Bank's IRS Form 1001 as no longer valid.

(c) If any Bank claiming  exemption from United States withholding tax by filing
IRS Form  4224  with the  Agent  grants  a  participation  in all or part of the
Obligations  of the Company to such  originating  Bank,  such  originating  Bank
agrees to undertake sole  responsibility  for complying with the withholding tax
requirements  imposed by Sections  1441 and 1442 of the Code with respect to its
participant.

(d) If any Bank is entitled to a reduction in the  applicable  withholding  tax,
the  Agent  may  withhold  from any  interest  payment  to such  Bank an  amount
equivalent  to the  applicable  withholding  tax after  taking into account such
reduction.  However, if the forms or other documentation  required by subsection
(a) of this Section are not delivered to the Agent,  then the Agent may withhold
from any  interest  payment  to such  Bank  not  providing  such  forms or other
documentation an amount equivalent to the applicable  withholding tax imposed by
Sections 1441 and 1442 of the Code, without reduction.

(e) If the IRS or any other Governmental Authority of the United States or other
jurisdiction  asserts a claim  that the Agent or the  Company  did not  properly
withhold tax from amounts paid to or for the account of any Bank  (because  such
Bank failed to notify the Agent of a change in circumstances  which rendered the
exemption from, or reduction of,  withholding tax  ineffective)  such Bank shall
indemnify  the Agent and the  Company  fully for all amounts  paid,  directly or
indirectly, by the Agent or the Company as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts
payable to the Agent under this  Section,  together  with all costs and expenses
(including  Attorney  Costs).  The obligation of the Banks under this subsection
shall survive the payment of all  Obligations and the resignation or replacement
of the Agent.

10.11               Concerning the Collateral.
                    -------------------------

(a) Each Bank and the Issuing Bank authorizes and directs Bank of America to act
as Agent and to enter into the Loan Documents relating to the Collateral for the
benefit  of the Banks and the  Issuing  Bank and agrees to be bound by the terms
and  conditions  thereof as if a party  thereto.  Each Bank and the Issuing Bank
agrees  that any action  taken by the Agent and the  Majority  Banks (or,  where
required by the express  terms hereof,  a different  proportion of the Banks) in
accordance with the provisions  hereof or of the other Loan  Documents,  and the
exercise  by the Agent and the  Majority  Banks  (or,  where so  required,  such
different  proportion) of the powers set forth herein or therein,  together with
such other powers as are reasonably incidental thereto,  shall be authorized and
binding upon all of the Banks and the Issuing Bank.

(b) The  Issuing  Bank and the Banks  hereby  direct  the Agent to  release,  in
accordance with the terms hereof and the terms of the Loan  Documents,  any Lien
held by the Agent for the benefit of the Agent,  the Banks and the Issuing  Bank
under the Loan Documents:

     (i) against all of the Collateral,  upon final and indefeasible  payment in
full of the Obligations
         under the Loan Documents and termination of this Agreement; and

(ii)     so  long  as no  Default  or  Event  of  Default  has  occurred  and is
         continuing  against any part of the  Collateral  sold or disposed of by
         Borrower  or  any of  its  Subsidiaries  to the  extent  such  sale  or
         disposition is a Permitted  Sale-Leaseback  Transaction or is otherwise
         permitted hereunder.

provided,  however, that (y) the Agent shall not be required to execute any such
document on terms which, in its opinion,  would expose it to liability or create
any  obligation or entail any  consequence  other than the release of such Liens
without  recourse  or  warranty,  and (z) such  release  shall not in any manner
discharge,  affect or impair the  Obligations  under the Loan  Documents  or any
Liens upon (or obligations of the Company or any of its  Subsidiaries in respect
of) all  interests  retained  by the  Company  and/or  any of its  Subsidiaries,
including  (without  limitation)  the  proceeds of any sale,  all of which shall
continue to constitute part of the Collateral.

10.12  Syndication  Agent.  The Bank  identified on the facing page or signature
pages of this  Agreement  as the  "syndication  agent" shall not have any right,
power, obligation, liability,  responsibility or duty under this Agreement other
than those applicable to all Banks as such. Without limiting the foregoing,  the
Bank so  identified  as the  "syndication  agent" shall not have or be deemed to
have any fiduciary  relationship  with any Bank. Each Bank  acknowledges that it
has not  relied,  and will not rely,  on the Bank so  identified  in deciding to
enter into this Agreement or in taking or not taking any action hereunder.

                                                    ARTICLE XI

                                                  MISCELLANEOUS

11.01  Amendments  and Waivers.  No amendment or waiver of any  provision of
this
Agreement  or any other  Loan  Document,  and no  consent  with  respect  to any
departure by the Company therefrom,  shall be effective unless the same shall be
in writing  and  signed by the  Majority  Banks (or by the Agent at the  written
request of the Majority  Banks) and the Company and  acknowledged  by the Agent,
and then any such  waiver or consent  shall be  effective  only in the  specific
instance and for the specific purpose for which given;  provided,  however, that
no such waiver, amendment, or consent shall, unless in writing and signed by all
the  Banks  and  the  Company  and  acknowledged  by  the  Agent,  do any of the
following:

     (a)  increase  or  extend  the  Commitment  of any Bank (or  reinstate  any
Commitment terminated pursuant to Section 9.02);

(b)  postpone  or delay  any date  fixed by this  Agreement  or any  other  Loan
Document for any payment of  principal,  interest,  fees or other amounts due to
the  Banks (or any of them)  hereunder  or under any  other  Loan  Document,  or
postpone or delay any date set forth in Section 2.06(b) for the reduction of the
Commitments;

(c) reduce the  principal  of, or the rate of interest  specified  herein on any
Loan,  or  (subject to clause  (iii)  below) any fees or other  amounts  payable
hereunder or under any other Loan Document;

     (d) change the  percentage of the  Commitments  or of the aggregate  unpaid
principal  amount of the Loans which is required for the Banks or any of them to
take any action hereunder;

     (e) amend this Section,  or Section 2.12, or any provision herein providing
for consent or other action by all Banks; or

     (f)  release  any portion of the  Pledged  Collateral  except as  otherwise
provided in Section 10.11;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Bank in addition to the Majority  Banks or all
the Banks,  as the case may be,  affect the rights or duties of the Issuing Bank
under this  Agreement  or any  L/C-Related  Document  relating  to any Letter of
Credit Issued or to be Issued by it, (ii) no amendment, waiver or consent shall,
unless in writing and signed by the Agent in addition to the  Majority  Banks or
all the  Banks,  as the case may be,  affect  the  rights or duties of the Agent
under this Agreement or any other Loan  Document,  and (iii) the Fee Letters may
be amended, or rights or privileges  thereunder waived, in a writing executed by
the parties thereto.

11.02                Notices.
                    -------

(a) All notices, requests, consents, approvals, waivers and other communications
shall be in writing (including, unless the context expressly otherwise provides,
by facsimile  transmission,  provided that any matter transmitted by the Company
by  facsimile  (i) shall be  immediately  confirmed  by a telephone  call to the
recipient at the number  specified on Schedule 11.02, and (ii) shall be followed
promptly by  delivery  of a hard copy  original  thereof)  and mailed,  faxed or
delivered,  to the address or facsimile number specified for notices on Schedule
11.02;  or, as directed to the  Company or the Agent,  to such other  address as
shall be designated by such party in a written notice to the other parties,  and
as directed to any other party,  at such other address as shall be designated by
such party in a written notice to the Company and the Agent.

(b) All such notices,  requests and  communications  shall,  when transmitted by
overnight  delivery,  or  faxed,  be  effective  when  delivered  for  overnight
(next-day)  delivery,  or  transmitted  in legible  form by  facsimile  machine,
respectively, or if mailed, upon the third Business Day after the date deposited
into the U.S. mail, or if delivered, upon delivery; except that notices pursuant
to  Article  II, III or X to the Agent  shall not be  effective  until  actually
received by the Agent,  and notices  pursuant to Article III to the Issuing Bank
shall not be  effective  until  actually  received  by the  Issuing  Bank at the
address  specified  for the  "Issuing  Bank" on the  applicable  signature  page
hereof.

(c) Any agreement of the Agent and the Banks herein to receive  certain  notices
by telephone or  facsimile is solely for the  convenience  and at the request of
the  Company  and the  Pledgor  Subsidiaries.  The Agent and the Banks  shall be
entitled  to rely on the  authority  of any  Person  purporting  to be a  Person
authorized by the Company or any Pledgor  Subsidiary to give such notice and the
Agent and the Banks shall not have any  liability  to the  Company,  any Pledgor
subsidiary  or other  Person on account of any action  taken or not taken by the
Agent or the Banks in reliance  upon such  telephonic or facsimile  notice.  The
obligation  of the Company to repay the Loans and L/C  Obligations  shall not be
affected  in any way or to any extent by any  failure by the Agent and the Banks
to receive  written  confirmation  of any telephonic or facsimile  notice or the
receipt by the Agent and the Banks of a  confirmation  which is at variance with
the  terms  understood  by the  Agent  and  the  Banks  to be  contained  in the
telephonic or facsimile notice.

11.03 No Waiver;  Cumulative  Remedies.  No failure to  exercise  and no delay
in
exercising,  on the part of the Agent or any Bank, any right,  remedy,  power or
privilege hereunder,  shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further  exercise  thereof or the exercise of any other right,  remedy,
power or privilege.

11.04                Costs and Expenses.  The Company shall:
                    ------------------

(a) whether or not the transactions contemplated hereby are consummated,  pay or
reimburse Bank of America  (including in its capacity as Agent and Issuing Bank)
within five Business Days after demand  (subject to subsection  5.01(e)) for all
reasonable  costs and  expenses  incurred by Bank of America  (including  in its
capacity  as Agent  and  Issuing  Bank)  in  connection  with  the  development,
preparation,  delivery,  administration  and  execution  of, and any  amendment,
supplement,   waiver  or  modification   to  (in  each  case,   whether  or  not
consummated), this Agreement, any Loan Document and any other documents prepared
in connection  herewith or therewith,  and the  consummation of the transactions
contemplated hereby and thereby, including reasonable Attorney Costs incurred by
or on behalf of Bank of America  (including in its capacity as Agent and Issuing
Bank) with respect thereto; and

(b) pay or  reimburse  the Agent and each Bank within five  Business  Days after
demand  (subject to subsection  5.01(g)) for all  reasonable  costs and expenses
(including  Attorney Costs) incurred by them in connection with the enforcement,
attempted  enforcement,  or  preservation  of any rights or remedies  under this
Agreement or any other Loan Document during the existence of an Event of Default
or after  acceleration of the Loans  (including in connection with any "workout"
or restructuring regarding the Loans, and including in any Insolvency Proceeding
or appellate proceeding).

(c) pay or  reimburse  the Agent and each Bank within five  Business  Days after
demand (subject to Section 5.01(g)) for all reasonable costs and expenses of all
professionals retained by the Agent, the Lenders and legal counsel.

Without  limitation  of the  foregoing,  the Company  shall pay or reimburse the
Agent within 5 Business Days after demand for all reasonable  costs and expenses
incurred by E&Y Restructuring LLC,  consultants retained by the Agent's counsel,
in connection with this Agreement and all reasonable  Attorney Costs incurred by
or on behalf of the Agent in connection with this Agreement.

11.05  Company  Indemnification.  Whether  or not the  transactions
contemplated
hereby  are  consummated,  the  Company  shall  indemnify,  defend  and hold the
Agent-Related  Persons,  and  each  Bank and  each of its  respective  officers,
directors,   employees,   counsel,   agents  and  attorneys-in-fact   (each,  an
"Indemnified  Person")  harmless  from  and  against  any and  all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
charges,  expenses  and  disbursements  (including  of  experts  and  agents and
Attorney  Costs which all shall be paid upon demand by the Agent) of any kind or
nature  whatsoever  which  may at any  time  (including  at any  time  following
repayment  of the  Loans,  the  termination  of the  Letters  of Credit  and the
termination, resignation or replacement of the Agent or replacement of any Bank)
be imposed  on,  incurred  by or  asserted  against  any such  Person in any way
relating to or arising  out of: this  Agreement,  the Pledge  Agreements  or any
document  contemplated by or referred to herein;  the administration of the Loan
Documents;  the  custody,  preservation,  use or  operation  of or the  sale of,
collection from, or other realization upon, any of the Collateral;  the exercise
or enforcement of any of the rights of the Agent under the Pledge  Agreements or
any other Loan Document; the failure by the Company to perform or observe any of
the  provisions  of the  Pledge  Agreements  or any  other  Loan  Document;  the
transactions  contemplated  hereby;  or any other action taken or omitted by any
such Person under or in connection  with any of the  foregoing,  including  with
respect to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate  proceeding) related to or arising out of this Agreement
or the Loans or Letters of Credit or the use of the proceeds thereof, whether or
not any Indemnified Person is a party thereto (all the foregoing,  collectively,
the  "Indemnified  Liabilities");  provided,  that  the  Company  shall  have no
obligation  hereunder  to any  Indemnified  Person with  respect to  Indemnified
Liabilities  resulting solely from the gross negligence or willful misconduct of
such Indemnified Person. The agreements in this Section shall survive payment of
all other Obligations.

11.06  Payments Set Aside.  To the extent that the Company makes a payment to
the
Agent or the Banks,  or the Agent or the Banks  exercise their right of set-off,
and such  payment  or the  proceeds  of such  set-off  or any part  thereof  are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
or required  (including  pursuant to any settlement entered into by the Agent or
such Bank in its  discretion)  to be repaid to a trustee,  receiver or any other
party,  in connection with any Insolvency  Proceeding or otherwise,  then (a) to
the extent of such recovery the obligation or part thereof  originally  intended
to be  satisfied  shall be revived and  continued in full force and effect as if
such  payment had not been made or such set-off had not  occurred,  and (b) each
Bank severally  agrees to pay to the Agent upon demand its pro rata share of any
amount so recovered from or repaid by the Agent.

11.07  Successors and Assigns.  The provisions of this Agreement shall be
binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and assigns,  except that the Company may not assign or transfer any
of its rights or  obligations  under this  Agreement  without the prior  written
consent of the Agent and each Bank.

11.08                Assignments, Participations, etc.
                    --------------------------------

(a) Any Bank may,  with the written  consent of the Agent and the Issuing  Bank,
which  consents  shall not be  unreasonably  withheld,  at any time  assign  and
delegate to one or more Eligible Assignees  (provided that no written consent of
the  Agent  or the  Issuing  Bank  shall  be  required  in  connection  with any
assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate
of such Bank)  (each an  "Assignee")  all,  or any  ratable  part of all, of the
Loans, the Commitments, the L/C Obligations and the other rights and obligations
of such Bank hereunder,  in a minimum amount of $5,000,000;  provided,  however,
that after giving effect thereto,  such Bank shall either retain a Commitment in
a minimum  amount of  $5,000,000  or have no  ongoing  Commitment  and  provided
further  that the Company and the Agent may continue to deal solely and directly
with such Bank in connection  with the interest so assigned to an Assignee until
(i) written  notice of such  assignment,  together  with  payment  instructions,
addresses and related information with respect to the Assignee,  shall have been
given to the Company and the Agent by such Bank and the Assignee; (ii) such Bank
and its Assignee shall have delivered to the Company and the Agent an Assignment
and Acceptance in the form of Exhibit E ("Assignment and  Acceptance")  together
with any Note or Notes subject to such assignment and (iii) the assignor Bank or
Assignee has paid to the Agent a processing fee in the amount of $3,500.

(b) From and after the date that the Agent  notifies the  assignor  Bank that it
has received (and  provided its consent with respect to) an executed  Assignment
and  Acceptance  and payment of the  above-referenced  processing  fee,  (i) the
Assignee  thereunder  shall be a party hereto and, to the extent that rights and
obligations  hereunder have been assigned to it pursuant to such  Assignment and
Acceptance,  shall  have the  rights  and  obligations  of a Bank under the Loan
Documents,  and (ii) the  assignor  Bank  shall,  to the extent  that rights and
obligations  hereunder and under the other Loan  Documents have been assigned by
it pursuant to such  Assignment  and  Acceptance,  relinquish  its rights and be
released from its obligations under the Loan Documents.

(c) Within five  Business  Days after its receipt of notice by the Agent that it
has received an executed Assignment and Acceptance and payment of the processing
fee,  (and  provided  that it consents to such  assignment  in  accordance  with
subsection  11.08(a)),  the Company shall execute and deliver to the Agent,  new
Notes  evidencing  such  Assignee's  assigned Loans and  Commitment  and, if the
assignor  Bank  has  retained  a  portion  of  its  Loans  and  its  Commitment,
replacement  Notes in the principal amount of the Loans retained by the assignor
Bank (such Nots to be in exchange  for, but not in payment of, the Notes held by
such Bank).  Immediately upon each Assignee's  making its processing fee payment
under  the  Assignment  and  Acceptance,  this  Agreement  shall be deemed to be
amended to the extent, but only to the extent, necessary to reflect the addition
of  the  Assignee  and  the  resulting  adjustment  of the  Commitments  arising
therefrom.   The  Commitment  allocated  to  each  Assignee  shall  reduce  such
Commitments of the assigning Bank pro tanto.

(d) Any  Bank  may at any  time  sell to one or more  commercial  banks or other
Persons not Affiliates of the Company (a "Participant")  participating interests
in any Loans,  the Commitment of that Bank and the other  interests of that Bank
(the "originating Bank") hereunder and under the other Loan Documents; provided,
however,  that (i) the originating Bank's obligations under this Agreement shall
remain unchanged,  (ii) the originating Bank shall remain solely responsible for
the performance of such obligations, (iii) the Company, the Issuing Bank and the
Agent shall  continue to deal solely and directly with the  originating  Bank in
connection  with the  originating  Bank's  rights  and  obligations  under  this
Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant
any participating interest under which the Participant has rights to approve any
amendment  to, or any consent or waiver with  respect to, this  Agreement or any
other Loan  Document,  except to the extent  such  amendment,  consent or waiver
would require  unanimous  consent of the Banks as described in the first proviso
to Section 11.01. In the case of any such  participation,  the Participant shall
be entitled to the  benefit of Sections  4.01,  4.03 and 11.05 as though it were
also a Bank hereunder,  and if amounts  outstanding under this Agreement are due
and  unpaid,  or shall have been  declared  or shall have become due and payable
upon the occurrence of an Event of Default,  each Participant shall be deemed to
have the right of set-off in respect of its  participating  interest  in amounts
owing  under  this  Agreement  to  the  same  extent  as if  the  amount  of its
participating interest were owing directly to it as a Bank under this Agreement.

(e) Notwithstanding  any other provision in this Agreement,  any Bank may at any
time create a security interest in, or pledge,  all or any portion of its rights
under and  interest  in this  Agreement  and the Note held by it in favor of any
Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury
Regulation  31 CFR  ss.203.14,  and such  Federal  Reserve Bank may enforce such
pledge or security interest in any manner permitted under applicable law.

11.09  Set-off.  In addition to any rights and remedies of the Banks  provided
by
law, if an Event of Default exists or the Loans have been accelerated, each Bank
is  authorized  at any time and from time to time,  without  prior notice to the
Company,  any such notice  being  waived by the  Company to the  fullest  extent
permitted by law, to set off and apply any and all deposits (general or special,
time  or  demand,  provisional  or  final)  at  any  time  held  by,  and  other
indebtedness at any time owing by, such Bank to or for the credit or the account
of the  Company  against  any and all  Obligations  owing to such  Bank,  now or
hereafter existing,  irrespective of whether or not the Agent or such Bank shall
have made demand  under this  Agreement or any Loan  Document and although  such
Obligations may be contingent or unmatured.  Each Bank agrees promptly to notify
the Company and the Agent after any such  set-off and  application  made by such
Bank; provided,  however,  that the failure to give such notice shall not affect
the validity of such set-off and application.

11.10 Automatic Debits of Fees. With respect to any commitment fee,  arrangement
fee, letter of credit fee or other fee, or any other cost or expense  (including
Attorney Costs) due and payable to the Agent,  the Issuing Bank, the Arranger or
the Banks under the Loan Documents,  the Company hereby  irrevocably  authorizes
Bank of America to debit any deposit account of the Company with Bank of America
in an amount  such  that the  aggregate  amount  debited  from all such  deposit
accounts  does not  exceed  such  fee or other  cost or  expense.  If there  are
insufficient  funds in such  deposit  accounts to cover the amount of the fee or
other cost or expense  then due,  such debits  will be reversed  (in whole or in
part, in Bank of America's sole discretion) and such amount not debited shall be
deemed to be unpaid. No such debit under this Section shall be deemed a set-off.

11.11  Notification of Addresses,  Lending Offices,  Etc. Each Bank shall notify
the Agent in writing of any changes in the address to which  notices to the Bank
should be directed,  of addresses of any Lending Office, of payment instructions
in  respect  of all  payments  to be made  to it  hereunder  and of  such  other
administrative information as the Agent shall reasonably request.

11.12  Counterparts.  This  Agreement  may be executed in any number of separate
counterparts,  each of which, when so executed, shall be deemed an original, and
all of said  counterparts  taken  together shall be deemed to constitute but one
and the same instrument.

11.13  Severability.  Wherever  possible each provision of this  Agreement,  the
Pledge Agreements or any other instrument  agreement required hereunder shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision  of this  Agreement,  the Pledge  Agreements  or any other
instrument  or agreement  required  hereunder  shall be prohibited by or invalid
under  such law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of such agreement or instrument.

11.14 No Third Parties  Benefitted.  This Agreement is made and entered into for
the sole protection and legal benefit of the Company,  the Banks,  the Agent and
the Agent-Related  Persons,  and their permitted  successors and assigns, and no
other Person  shall be a direct or indirect  legal  beneficiary  of, or have any
direct or indirect cause of action or claim in connection  with,  this Agreement
or any of the other Loan Documents.

11.15               Governing Law and Jurisdiction.
                    ------------------------------

(a) THIS  AGREEMENT,  THE PLEDGE  AGREEMENTS AND THE NOTES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE  WITH, THE LAW OF THE STATE OF CALIFORNIA  EXCEPT TO
THE EXTENT THAT THE VALIDITY OR PERFECTION OF ANY SECURITY INTERESTS OR REMEDIES
UNDER  ANY  LOAN  DOCUMENTS  ARE  GOVERNED  BY THE  LAWS OF A STATE  OTHER  THAN
CALIFORNIA;  PROVIDED  THAT THE AGENT  AND THE BANKS  SHALL  RETAIN  ALL  RIGHTS
ARISING UNDER FEDERAL LAW.

(b) ANY LEGAL ACTION,  PROCEEDING OR LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE PLEDGE AGREEMENTS OR ANY OTHER
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER
ORAL OR  WRITTEN)  OR  ACTIONS  OF THE AGENT,  THE BANKS OR THE  COMPANY  MAY BE
BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF CALIFORNIA OR IN THE UNITED
STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA; PROVIDED, HOWEVER,
THAT ANY SUIT SEEKING  ENFORCEMENT  AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT,  AT THE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BY THE EXECUTION AND DELIVERY OF THIS
AGREEMENT OR THE PLEDGE AGREEMENTS, EACH OF THE COMPANY, THE BANKS AND THE AGENT
HEREBY  CONSENTS  FOR ITSELF AND IN RESPECT OF ITS PROPERTY  AND  EXPRESSLY  AND
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF CALIFORNIA AND OF THE UNITED STATES  DISTRICT COURT FOR THE CENTRAL  DISTRICT
OF  CALIFORNIA  FOR THE  PURPOSE OF ANY SUCH  LITIGATION  AS SET FORTH ABOVE AND
IRREVOCABLY  AGREES TO BE BOUND BY ANY JUDGMENT  RENDERED  THEREBY IN CONNECTION
WITH SUCH LITIGATION.  THE AGENT, THE BANKS AND THE COMPANY FURTHER  IRREVOCABLY
CONSENT  TO THE  SERVICE OF PROCESS BY ANY MEANS  PERMITTED  BY  CALIFORNIA  LAW
INCLUDING BY REGISTERED MAIL, POSTAGE PREPAID,  OR BY PERSONAL SERVICE WITHIN OR
WITHOUT THE STATE OF  CALIFORNIA.  THE AGENT,  THE BANKS AND THE COMPANY  HEREBY
EXPRESSLY AND  IRREVOCABLY  WAIVE,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY
OBJECTION  WHICH THEY MAY HAVE OR  HEREAFTER  MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH  LITIGATION  BROUGHT IN ANY SUCH COURT  REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH  LITIGATION  HAS BEEN  BROUGHT IN AN  INCONVENIENT  FORUM.  TO THE
EXTENT THAT THE AGENT,  THE BANKS AND THE COMPANY HAVE OR HEREAFTER  MAY ACQUIRE
ANY IMMUNITY FROM  JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS  (WHETHER
THROUGH SERVICE OR NOTICE,  ATTACHMENT  PRIOR TO JUDGMENT,  ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO THEM OR THEIR PROPERTY,  THE AGENT,  THE
BANKS AND THE COMPANY HEREBY IRREVOCABLY WAIVE SUCH IMMUNITY IN RESPECT OF THEIR
OBLIGATIONS  UNDER  THIS  AGREEMENT,  THE PLEDGE  AGREEMENTS  AND THE OTHER LOAN
DOCUMENTS.

11.16  Waiver of Jury  Trial.  THE  COMPANY,  THE BANKS AND THE AGENT EACH WAIVE
THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PLEDGE AGREEMENTS,  THE
OTHER LOAN  DOCUMENTS,  ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE COMPANY,  THE PLEDGOR  SUBSIDIARIES,
THE BANKS OR THE AGENT, OR THE TRANSACTIONS  CONTEMPLATED  HEREBY OR THEREBY, IN
ANY ACTION,  PROCEEDING  OR OTHER  LITIGATION  OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES  AGAINST ANY OTHER PARTY OR ANY  AGENT-RELATED  PERSON,  PARTICIPANT  OR
ASSIGNEE,  WHETHER WITH RESPECT TO CONTRACT CLAIMS,  TORT CLAIMS,  OR OTHERWISE.
THE COMPANY,  THE BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF
ACTION  SHALL BE TRIED BY A COURT TRIAL  WITHOUT A JURY.  WITHOUT  LIMITING  THE
FOREGOING,  THE PARTIES FURTHER AGREE THAT THEIR  RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS  SECTION AS TO ANY ACTION,  COUNTERCLAIM  OR
OTHER  PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY  OF THIS  AGREEMENT,  THE  PLEDGE  AGREEMENTS,  OR THE OTHER LOAN
DOCUMENTS  OR ANY  PROVISION  HEREOF OR THEREOF.  THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT,
THE PLEDGE AGREEMENTS,  AND THE OTHER LOAN DOCUMENTS.  THE COMPANY  ACKNOWLEDGES
AND AGREES  THAT IT HAS  RECEIVED  FULL AND  SUFFICIENT  CONSIDERATION  FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A
PARTY) AND THAT THIS  PROVISION IS A MATERIAL  INDUCEMENT  FOR THE AGENT AND THE
BANKS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

11.17 Entire Agreement. This Agreement,  together with the Pledge Agreements and
the other Loan Documents,  embodies the entire agreement and understanding among
the Company, the Pledgor  Subsidiaries,  the Banks and the Agent, and supersedes
all prior or  contemporaneous  agreements  and  understandings  of such Persons,
verbal or written, relating to the subject matter hereof and thereof.

11.18 Amendment and Restatement. This Agreement amends and restates the Existing
Credit Agreement,  and all loans and commitments  outstanding under the Existing
Credit Agreement and made by a Lender under this Agreement shall be deemed Loans
and Commitments outstanding under this Agreement.


<PAGE>









         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Los Angeles,  California by their proper and duly
authorized officers as of the day and year first above written.

                                   SIERRA HEALTH SERVICES, INC.


                                   By:______________________________
                                   Name:____________________________
                                   Title:___________________________





<PAGE>



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


                                 By:______________________________
                                 Name:____________________________
                                 Title:___________________________



                              BANK OF AMERICA, N.A., as a Bank and Issuing Bank


                              By:______________________________
                              Name:____________________________
                              Title:___________________________





<PAGE>


                              FIRST UNION NATIONAL BANK, as a Bank


                              By:______________________________
                              Name:____________________________
                              Title:___________________________



<PAGE>


                              CREDIT LYONNAIS NEW YORK BRANCH, as a Bank


                              By:______________________________
                              Name:____________________________
                              Title:___________________________




<PAGE>


                              BANK ONE, NA, as a Bank


                              By:______________________________
                              Name:____________________________
                              Title:___________________________




<PAGE>


                              WELLS FARGO BANK, N.A., as a Bank


                              By:______________________________
                              Name:____________________________
                              Title:___________________________



<PAGE>


                              UNION BANK OF CALIFORNIA, N.A., as a Bank


                              By:______________________________
                              Name:____________________________
                              Title:___________________________




<PAGE>


                              DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
                              BRANCHES, as a Bank


                              By:______________________________
                              Name:____________________________
                              Title:___________________________


                              By:______________________________
                              Name:____________________________
                              Title:___________________________



<PAGE>









                                  SCHEDULE 1.01

                            REAL PROPERTY COLLATERAL

Southwest Medical Associates, Inc.

2300 West Charleston Boulevard, Las Vegas, Nevada
2450 West Charleston Boulevard, Las Vegas, Nevada
888 South Rancho Drive, Las Vegas, Nevada

Sierra Health Services, Inc.

2724 North Tenaya Way, Las Vegas, Nevada
2704 and 2708 North Tenaya Way, Las Vegas, Nevada
650 North Nellis Boulevard, Las Vegas, Nevada
6330 West Flamingo Street, Las Vegas, Nevada
4475 South Eastern Avenue, Las Vegas, Nevada

2716 North Tenaya Way Limited Partnership

2716 North Tenaya Way, Las Vegas, Nevada


<PAGE>


                                  SCHEDULE 2.01

                         COMMITMENTS AND PRO RATA SHARES

Bank
<TABLE>

<CAPTION>
                                     Commitment           Pro Rata Share

<S>                                  <C>                       <C>
Bank of America, N.A.                $46,250,000               25%

First Union National Bank            $37,000,000               20%

Deutsche Bank AG, New York

and/or Cayman Island Branches        $27,750,000               15%

Credit Lyonnais

New York Branch                      $18,500,000               10%

Bank One, N.A.                       $18,500,000                10%

Wells Fargo Bank, N.A.               $18,500,000               10%

Union Bank of California, N.A.       $18,500,000                10%

          TOTAL                     $185,000,000               100%
</TABLE>


<PAGE>


                                  SCHEDULE 2.06

                                    FORMULA FOR CALCULATION OF EXCESS CASH FLOW

Excess Cash Flow shall be  calculated  in April of each year,  commencing  April
2001, based on the Company's audited financial information for the previous year
and  such  calculation  shall be  accompanied  by a  report  from the  Company's
independent  accountants  stating that nothing has come to their  attention that
would  lead  them to  believe  that  Excess  Cash  Flow  was not  calculated  in
accordance  with the terms of the  Credit  Agreement.  Excess  cash flow will be
calculated in accordance with the following terms and in accordance with GAAP to
the extent applicable:


<PAGE>


                                  SCHEDULE 2.07

                                  PRICING GRID

     If, as of the end of any fiscal  quarter  ending on or after  December  31,
2001,  the  Company  shall  deliver  to the Agent  financial  statements  of the
Company, together with an agreed upon procedures report to the Banks prepared in
accordance  with standards  established  by the American  Institute of Certified
Public  Accountants  from the Company's  independent  accountants and reasonably
acceptable, that recalculated management's assertion that the Leverage Ratio was
less than 3.00 to 1.00 and the Interest  Coverage Ratio was greater than 2.50 to
1.00 as of such fiscal quarter end, the interest rate  otherwise  payable by the
Company hereunder for the following fiscal quarter shall be reduced by 0.50%.

     If, as of the end of any fiscal  quarter  ending on or after  December  31,
2001,  the  Company  shall  deliver  to the Agent  financial  statements  of the
Company, together with an agreed upon procedures report to the Banks prepared in
accordance  with standards  established  by the American  Institute of Certified
Public  Accountants  from the Company's  independent  accountants and reasonably
acceptable, that recalculated management's assertion that the Leverage Ratio was
less than 2.50 to 1.00 and the Interest  Coverage Ratio was greater than 3.50 to
1.00 as of such fiscal quarter end, the interest rate  otherwise  payable by the
Company  hereunder  for the  following  fiscal  quarter  shall be  reduced by an
additional  0.50% (which after giving effect to the  reduction  specified in the
preceding paragraph, will result in a 1.00% reduction in the aggregate).


<PAGE>


                                  SCHEDULE 7.01


<PAGE>


                                  SCHEDULE 8.14

                                                FINANCIAL COVENANTS

Capital Expenditures.
--------------------

     (a) During each fiscal year set forth  below,  the Company  shall not,  nor
shall it permit any Subsidiary to make or become  legally  obligated to make any
Capital  Expenditures in the following years, except for Capital Expenditures in
the ordinary course of business not exceeding,  in the aggregate for the Company
and its Subsidiaries, the amount set forth opposite such fiscal year:

                   Fiscal Year                        Amount

                   2001                          $18,000,000
                   2002                          $16,000,000
                   2003                          $17,000,000

     (b) During each fiscal year set forth  below,  the Company  shall not,  nor
shall  it  permit  any  Non-Restricted  Subsidiary  to  make or  become  legally
obligated to make any Capital  Expenditures in the following  years,  except for
Capital  Expenditures in the ordinary  course of business not exceeding,  in the
aggregate for the Company and its  Non-Restricted  Subsidiaries,  the amount set
forth opposite such fiscal year:

                  Fiscal Year                        Amount

                  2001                            $8,000,000
                  2002                            $12,000,000
                  2003                            $13,000,000

     (c) During each fiscal year set forth below,  the Company  shall not permit
any  Restricted  Subsidiary  to make or  become  legally  obligated  to make any
Capital  Expenditures in the following years, except for Capital Expenditures in
the  ordinary  course  of  business  not  exceeding,  in the  aggregate  for the
Restricted Subsidiaries, the amount set forth opposite such fiscal year:

                 Fiscal Year                        Amount

                 2001                             $10,000,000
                 2002                             $4,000,000
                 2003                             $4,000,000


     (d) To the  extent  the amount of  Capital  Expenditures  permitted  by the
preceding  paragraphs  (a),  (b) or (c) for any  period  (without  regard to any
carry-over  from a prior year  pursuant to this  paragraph)  is in excess of the
actual amount of Capital  Expenditures for such period,  the amount of permitted
Capital  Expenditures during the immediately  succeeding fiscal year only, shall
be  increased by the lesser of (i) the amount of such excess and (ii) the amount
equal to 20% of the amount of Capital Expenditures  permitted by such paragraphs
(a), (b) or (c), as the case may be,  (without  regard to any carry-over  from a
prior year pursuant to this paragraph) for the period with respect to which such
excess exists.


<PAGE>


     Interest  Coverage  Ratio.  The  Company  shall  not  permit  the  Interest
-----------------------  Coverage  Ratio as of the end of any fiscal  quarter of
the  Company  to be less than the ratio set forth  below  opposite  such  fiscal
quarter:

     (a) Prior to the reduction of the  Commitments  to  $135,000,000  primarily
from the Net Proceeds from a Permitted Sale-Leaseback Transaction,

                                                     Minimum Interest

         Fiscal Quarter Ending                       Coverage Ratio
         ---------------------                       --------------
         December 31, 2000                           1.41 to 1.00
         March 31, 2001                              1.55 to 1.00
         June 30, 2001                               1.71 to 1.00
         September 30, 2001                          1.68 to 1.00
         December 31, 2001                           1.94 to 1.00
         March 31, 2002                              1.95 to 1.00
         June 30, 2002                               2.03 to 1.00
         September 30, 2002                          2.09 to 1.00
         December 31, 2002                           2.19 to 1.00
         March 31, 2003                              2.31 to 1.00
         June 30, 2003                               2.42 to 1.00
         September 30, 2003                          2.56 to 1.00

     (b) After the reduction of the Commitments to  $135,000,000  primarily from
the Net Proceeds from a Permitted Sale-Leaseback Transaction,

                                                     Minimum Interest

         Fiscal Quarter Ending                       Coverage Ratio
         ---------------------                       --------------
         December 31, 2000                           1.41 to 1.00
         March 31, 2001                              1.55 to 1.00
         June 30, 2001                               1.78 to 1.00
         September 30, 2001                          1.82 to 1.00
         December 31, 2001                           2.36 to 1.00
         March 31, 2002                              2.56 to 1.00
         June 30, 2002                               2.71 to 1.00
         September 30, 2002                          2.82 to 1.00
         December 31, 2002                           3.00 to 1.00
         March 31, 2003                              3.21 to 1.00
         June 30, 2003                               3.42 to 1.00
         September 30, 2003                          3.67 to 1.00



<PAGE>


     Fixed  Charge  Coverage  Ratio.  The  Company  shall not  permit  the Fixed
---------------------------  Charge  Coverage  Ratio as of the end of any fiscal
quarter of the Company to be less than the ratio set forth below  opposite  such
fiscal quarter:

     (a) Prior to the reduction of the  Commitments  to  $135,000,000  primarily
from the Net Proceeds from a Permitted Sale-Leaseback Transaction,

                                                    Minimum Fixed

         Fiscal Quarter Ending                      Charge Coverage Ratio
         ---------------------                      ---------------------
         December 31, 2000                           1.41 to 1.00
         March 31, 2001                              1.53 to 1.00
         June 30, 2001                               1.26 to 1.00
         September 30, 2001                          1.26 to 1.00
         December 31, 2001                           1.68 to 1.00
         March 31, 2002                              1.72 to 1.00
         June 30, 2002                               1.59 to 1.00
         September 30, 2002                          1.64 to 1.00
         December 31, 2002                           1.56 to 1.00
         March 31, 2003                              1.64 to 1.00
         June 30, 2003                               1.53 to 1.00
         September 30, 2003                          1.61 to 1.00

     (b) After the reduction of the Commitments to  $135,000,000  primarily from
the Net Proceeds from a Permitted Sale-Leaseback Transaction,

                                                     Minimum Fixed

         Fiscal Quarter Ending                       Charge Coverage Ratio
         ---------------------                       ---------------------
         December 31, 2000                           1.41 to 1.00
         March 31, 2001                              1.53 to 1.00
         June 30, 2001                               1.40 to 1.00
         September 30, 2001                          1.58 to 1.00
         December 31, 2001                           2.37 to 1.00
         March 31, 2002                              2.72 to 1.00
         June 30, 2002                               2.36 to 1.00
         September 30, 2002                          2.45 to 1.00
         December 31, 2002                           2.24 to 1.00
         March 31, 2003                              2.35 to 1.00
         June 30, 2003                               2.11 to 1.00
         September 30, 2003                          2.22 to 1.00


<PAGE>


                                          Minimum Non-Restricted EBITDA.
                                          -----------------------------

     The  Company  shall not permit  Non-Restricted  EBITDA as of the end of any
fiscal  quarter to be less than the amount set forth below  opposite such fiscal
quarter:

     (a) Prior to the reduction of the  Commitments  to  $135,000,000  primarily
from the Net Proceeds from a Permitted Sale-Leaseback Transaction,

                                                    Minimum

         Fiscal Quarter Ending                      Non-Restricted EBITDA
         ---------------------                      ---------------------
         December 31, 2000                          $31,000,000
         March 31, 2001                              $35,000,000
         June 30, 2001                               $41,000,000
         September 30, 2001                          $42,000,000
         December 31, 2001                           $42,000,000
         March 31, 2002                              $45,000,000
         June 30, 2002                               $46,000,000
         September 30, 2002                          $47,000,000
         December 31, 2002                           $49,000,000
         March 31, 2003                              $50,000,000
         June 30, 2003                               $52,000,000
         September 30, 2003                          $54,000,000

     (b) After the reduction of the Commitments to $135,000,000
primarily from the Net Proceeds from a Permitted Sale-Leaseback Transaction,

                                                     Minimum

         Fiscal Quarter Ending                       Non-Restricted EBITDA
         ---------------------                       ---------------------
         December 31, 2000                           $31,000,000
         March 31, 2001                              $35,000,000
         June 30, 2001                               $38,000,000
         September 30, 2001                          $36,000,000
         December 31, 2001                           $34,000,000
         March 31, 2002                              $34,000,000
         June 30, 2002                               $36,000,000
         September 30, 2002                          $37,000,000
         December 31, 2002                           $38,000,000
         March 31, 2003                              $40,000,000
         June 30, 2003                               $41,000,000
         September 30, 2003                          $43,000,000


<PAGE>


     Leverage  Ratio.  The Company shall not permit the Leverage Ratio as of the
end of any fiscal  quarter of the Company to be greater than the ratio set forth
below opposite such fiscal quarter:

     (a) Prior to the reduction of the  Commitments  to  $135,000,000  primarily
from the Net Proceeds from a Permitted Sale-Leaseback Transaction,

                                                     Maximum

         Fiscal Quarter Ending                       Leverage Ratio
         ---------------------                       --------------
         December 31, 2000                           5.9 to 1.00
         March 31, 2001                              5.3 to 1.00
         June 30, 2001                               4.5 to 1.00
         September 30, 2001                          4.4 to 1.00
         December 31, 2001                           4.3 to 1.00
         March 31, 2002                              4.0 to 1.00
         June 30, 2002                               3.8 to 1.00
         September 30, 2002                          3.7 to 1.00
         December 31, 2002                           3.4 to 1.00
         March 31, 2003                              3.3 to 1.00
         June 30, 2003                               3.0 to 1.00
         September 30, 2003                          2.9 to 1.00

     (b) After the reduction of the Commitments to $135,000,000
primarily from the Net Proceeds from a Permitted Sale-Leaseback Transaction,

                                                     Maximum

         Fiscal Quarter Ending                       Leverage Ratio
         ---------------------                       --------------
         December 31, 2000                           5.9 to 1.00
         March 31, 2001                              3.9 to 1.00
         June 30, 2001                               3.4 to 1.00
         September 30, 2001                          3.6 to 1.00
         December 31, 2001                           3.7 to 1.00
         March 31, 2002                              3.7 to 1.00
         June 30, 2002                               3.4 to 1.00
         September 30, 2002                          3.3 to 1.00
         December 31, 2002                           3.0 to 1.00
         March 31, 2003                              2.9 to 1.00
         June 30, 2003                               2.6 to 1.00
         September 30, 2003                          2.5 to 1.00



<PAGE>


                            Medical Loss Ratio and Specialty Combined Ratio.
                            -----------------------------------------------

     (a) The Company shall not permit the Specialty Combined Ratio of CIIC as of
the end of any fiscal  quarter in any fiscal  year to exceed the ratio set forth
below opposite such fiscal year:

                                                     Maximum Specialty

                  Fiscal Year                        Combined Ratio

                  2001                                        1.17 to 1.00
                  2002                                        1.15 to 1.00
                  2003                                        1.15 to 1.00

     (b) The Company shall not permit the Medical Loss Ratio of the Subsidiaries
set forth below as of the end of any fiscal quarter in any fiscal year to exceed
the ratio set forth below opposite such fiscal year:

                             (i)      Health Plan of Nevada

                                                    Maximum Medical

                  Fiscal Year                        Loss Ratio

                  2001                                        0.90 to 1.00
                  2002                                        0.90 to 1.00
                  2003                                        0.90 to 1.00

                             (ii)     Sierra Health & Life Insurance Co. Inc.

                                                    Maximum Medical

                 Fiscal Year                        Loss Ratio

                 2001 (Q1-Q2)                       0.91 to 1.00
                 2001 (Q3-Q4)                       0.90 to 1.00
                 2002                               0.89 to 1.00
                 2003                               0.88 to 1.00

                           (iii) Texas Health Choice

                                                  Maximum Medical

                 Fiscal Year                        Loss Ratio

                 2001     (Q1-Q2)                   1.00 to 1.00
                 2001     (Q3-Q4)                   0.95 to 1.00
                 2002                               0.94 to 1.00
                 2003                               0.93 to 1.00


<PAGE>


                                 SCHEDULE 11.02

                                LENDING OFFICES,

                              ADDRESSES FOR NOTICES

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

Notices (other than Extensions of Credit):

Bank of America, N.A.
CA9-706-11-03
555 South Flower Street, 11th Floor
Los Angeles, CA 90071

Attention:                                           David Price

                                                 Telephone: 213/228-5061
                                                 Facsimile: 415/503-5011

AGENT'S PAYMENT OFFICE:
----------------------

Notices for Extensions of Credit:

Bank of America, N.A.
101 North Tryon Street, NC1-001-15-04
Charlotte, NC  28255

Attention:                                           Tammie M. Wind
                                                 Telephone: 704/388-3918
                                                 Facsimile: 704/409-0016

BANK OF AMERICA, N.A.,
---------------------
                                                     as a Bank

Lending Office:

Bank of America, N.A.
101 North Tryon Street, NC1-001-15-04
Charlotte, NC  28255

Attention:                                           Tammie M. Wind
                                                 Telephone: 704/388-3918
                                                 Facsimile: 704/409-0016

Notices (other than Borrowing notices):

Bank of America, N.A.
555 South Flower Street, 11th Floor

Los Angeles, CA 90071

Attention:                                           Clara Strand

                                                 Telephone: 213/228-6400
                                                 Facsimile: 213/228-6003

FIRST UNION NATIONAL BANK

Lending Office:

One First Union Center
Charlotte, North Carolina 28288

Attention:                                           Adelina Hoke

                                                 Telephone: 704/715-1466
                                                 Facsimile: 704/383-6249

with a copy of all Notices (other
than Borrowing Notices):

First Union Securities, Inc.
301 S. College Street, TW-5
Special Situations Group, NC-0737
Charlotte, NC 28288

Attention:                                           Matt MacIver

                                                 Telephone: 704/374-4187
                                                 Facsimile: 704/383-6249

DEUTSCHE BANK AG,

New York and/or Cayman Islands Branches

Lending Office:

Operations:
Richard Agnolet
Deutsche Bank AG
New York Branch
31 W. 52nd Street
New York, NY 10019
Telephone:  212/469-4113
Facsimile:  212/469-4138

Business/Credit Matters

Sonali Khanna
Deutsche Bank

130 Liberty Street, 27th Floor
New York, NY 10006
Telephone:  212/250-1709
Facsimile:  212/250-7218


CREDIT LYONNAIS NEW YORK BRANCH

Lending Office:

1301 Avenue of the Americas
New York, New York 10019

Attention:                                           Kenia A. Perez
                                                Telephone: 212/261-7788
                                                Facsimile: 212/261-3440

with a copy to:

Attention:                                           Charles Heidsieck
                           Telephone:  212/261-7380
                           Facsimile:  212/261-3440

BANK ONE, N.A.

Lending Office:

One First National Plaza
Chicago, Illinois 60670

Attention:                                           Ken Fecko
                                                Telephone: 312/732-4616
                                                Facsimile: 312/732-4303

with a copy to:

201 N. Central Dept. AZ1-1283
Phoenix, AZ 85004

Attention:                                           Bonnie Wilson
                           Telephone:  602/221-2049
                           Facsimile:  602/221-1119

WELLS FARGO BANK, N.A.

Lending Office:

3300 West Sahara Avenue
Las Vegas, Nevada 89102

Attention:                                           Sue Norton

                                                Telephone: 702/765-3180
                                                Facsimile: 702/765-3888

with a copy to:

333 South Grand Avenue, Suite 940
Los Angeles, CA  90071

Attention:                                           Ernie J. Pinder
                           Telephone:  213/253-6803
                           Facsimile:  213/253-5913

UNION BANK OF CALIFORNIA, N.A.

Lending Office:

Commercial Customer Service Unit
1980 Saturn Street
Monterey Park, CA 91755

Attention:                                           Gohar Karapetyan

                                                Telephone: 323/720-2679
                                                Facsimile: 323/724-6198

with a copy to:

Union Bank of California (1-001-08)
400 California Street, 8th Floor
San Francisco, CA 94104

Attention:                                           Nancy Perkins
                           Telephone: 415/765-2264
                           Facsimile: 415/765-2170




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