Common use of Acquisition Facility Clause in Contracts

Acquisition Facility. (a) From time to time from the date of this Agreement up to and including June 30, 1997 (the "Advance Period"), USML and Delaware Managed Care (each, an "Acquisition Facility Borrower" and collectively, the "Acquisition Facility Borrowers") may, in NBD's sole discretion, obtain Loans from NBD, in such amounts as an Acquisition Facility Borrower may from time to time request, to fund the acquisition of businesses made since the date of this Agreement (the "Acquisition Facility"). The aggregate total amount of all Advances made under the Acquisition Facility may not exceed the principal sum of $3,000,000. (b) At the time of each request for an Advance by an Acquisition Facility Borrower under the Acquisition Facility, an Acquisition Facility Borrower must deliver to NBD copies of all documents relating to the acquisition of a business and such other information as NBD may request. Subject to the terms and conditions of this Agreement and in NBD's sole discretion, the proceeds of such requested Advance will be made available to such Acquisition Facility Borrower. (c) Simultaneous with each Advance under the Acquisition Facility, an Acquisition Facility Borrower must execute and deliver to Bank a promissory note satisfactory in form and substance to the Bank (such notes are referred to collectively as "Facility Notes" and individually as a "Facility Note"). Advances under the Acquisition Facility bear interest at the Adjusted Acquisition Facility Floating Rate. Advances under the Acquisition Facility are not available at the Adjusted Libor Rate. The maturity date for all Advances under the Acquisition Facility cannot exceed 5 years from the date of each such Advance and the minimum monthly principal payment of each Advance will be equal to the amount of the Advance divided by 60. Interest is payable monthly. (d) NBD must have a first-priority, properly-perfected, security interest in the assets purchased by an Acquisition Facility Borrower.

Acquisition Facility. (a) From time to time Upon the satisfaction of the conditions precedent set forth in SECTIONS 5.1 and 5.2, from and including the date of this Agreement up and prior to the Term Loan Conversion Date, each Lender severally and including June 30not jointly agrees, 1997 on the terms and conditions set forth in this Agreement, to make term loans to the Borrower from time to time in an aggregate amount not to exceed such Lender's Acquisition Facility Commitment (the "Advance Period"), USML and Delaware Managed Care (eacheach individually, an "Acquisition Facility BorrowerACQUISITION FACILITY LOAN" and collectively, the "Acquisition Facility Borrowers") may, in NBD's sole discretion, obtain Loans from NBD, in such amounts as an Acquisition Facility Borrower may from time to time request, to fund the acquisition of businesses made since the date of this Agreement (the "Acquisition FacilityACQUISITION FACILITY LOANS"). The aggregate total amount Each Advance under this SECTION 2.3 shall consist of all Advances made under the Acquisition Facility may not exceed Loans made by each Lender ratably in proportion to such Lender's respective Acquisition Loan Pro Rata Share of the principal sum of $3,000,000. (b) At the time of each request for an Advance by an Aggregate Acquisition Facility Borrower under the Acquisition Facility, an Acquisition Facility Borrower must deliver to NBD copies of all documents relating to the acquisition of a business and such other information as NBD may requestCommitment. Subject to the terms and conditions of this Agreement and in NBD's sole discretionAgreement, the proceeds of such requested Advance will be made available to such Borrower may borrow and repay Acquisition Facility Borrower. (c) Simultaneous with each Advance under Loans at any time prior to the Acquisition Facility, an Term Loan Conversion Date. No amount of any Acquisition Facility Borrower must execute Loan shall be reborrowed once repaid. On March 18, 2001, the Borrower's option to borrow Acquisition Facility Loans shall terminate, the Aggregate Acquisition Facility Commitment shall be reduced to zero and deliver to Bank a promissory note satisfactory in form and substance to the Bank (such notes are referred to collectively as "Facility Notes" and individually as a "Facility Note"). Advances under outstanding principal balance of the Acquisition Facility bear interest at Loans shall be converted into amortizing term loans to be repaid in nineteen (19) consecutive quarterly installments of principal, payable on the Adjusted last Business Day of each calendar quarter, commencing June 30, 2001 and continuing thereafter until December 31, 2005 and a final installment of principal, payable on the Acquisition Facility Floating Rate. Advances under Loan Termination Date, and the Acquisition Facility are not available at Loans shall be permanently reduced by the Adjusted Libor Rateamount of each installment on the date payment thereof is made hereunder. The maturity Except as otherwise set forth herein, the amounts to be repaid on each such quarterly payment date for all Advances under shall be an amount equal to the installment percentage set forth below opposite such installment date of the outstanding principal balance of the Acquisition Facility cannot exceed 5 years from Loans on the date they converted to amortizing term loans. DATE OF INSTALLMENT PERCENTAGE PAYABLE ------------------- ------------------ June 30, 2001 3.3333% September 30, 2001 3.33333% December 31, 2001 3.33333% March 31, 2002 3.33333% June 30, 2002 3.33333% -38- September 30, 2002 3.33333% December 31, 2002 3.33333% March 31, 2003 3.33333% June 30, 2003 5.0% September 30, 2003 5.0% December 31, 2003 5.0% March 31, 2004 5.0% June 30, 2004 5.0% September 30, 2004 5.0% December 31, 2004 5.0% March 31, 2005 5.0% June 30, 2005 8.33333% September 30, 2005 8.33333% December 31, 2005 8.33333% Acquisition Loan Termination 8.33333% Date Notwithstanding the foregoing, in the event that the aggregate amount of Acquisition Facility Loans funded subsequent to the Closing Date and prior to June 30, 2000 is $75,000,000, then, on the date that such aggregate amount has been funded (the earlier of two years after the closing date and such date being herein the "TERM LOAN CONVERSION DATE"), the Borrower's option to borrow Acquisition Facility Loans shall terminate, the Aggregate Acquisition Facility Commitment shall be reduced to zero and the outstanding principal balance of the Acquisition Facility Loans shall be converted into amortizing term loans to be repaid in twenty-three (23) consecutive quarterly installments of principal, payable on the last Business Day of each such Advance calendar quarter, commencing June 30, 2000 and continuing thereafter until December 31, 2005 with a final installment of principal payable on the Acquisition Loan Termination Date, and the minimum monthly principal payment Acquisition Facility Loans shall be permanently reduced by the amount of each Advance will installment on the date payment thereof is made hereunder. The amounts to be equal repaid on each such quarterly payment dates shall be as set forth below: -39- DATE OF INSTALLMENT INSTALLMENT AMOUNTS ------------------- ------------------- June 30, 2000 $1,250,000 September 30, 2000 $1,250,000 December 31, 2000 $1,250,000 March 31, 2001 $1,250,000 June 30, 2001 $1,250,000 September 30, 2001 $1,250,000 December 31, 2001 $1,250,000 March 31, 2002 $1,250,000 June 30, 2002 $2,500,000 September 30, 2002 $2,500,000 December 31, 2002 $2,500,000 March 31, 2003 $2,500,000 June 30, 2003 $3,750,000 September 30, 2003 $3,750,000 December 31, 2003 $3,750,000 March 31, 2004 $3,750,000 June 30, 2004 $3,750,000 September 30, 2004 $3,750,000 December 31, 2004 $3,750,000 March 31, 2005 $3,750,000 June 30, 2005 $6,250,000 September 30, 2005 $6,250,000 -40- December 31, 2005 $6,250,000 Acquisition Loan Termination Date $6,250,000 Notwithstanding anything herein to the contrary, the final installment shall be in the amount of the Advance divided by 60. Interest is payable monthly. (d) NBD must have a first-priority, properly-perfected, security interest in then outstanding principal balance of the assets purchased by an Acquisition Facility BorrowerLoans.

Acquisition Facility. (ai) From time to time from the date of this Agreement up to and including June 30, 1997 (the "Advance Period"), USML and Delaware Managed Care (each, an "Acquisition Facility Borrower" and collectively, the "Acquisition Facility Borrowers") may, in NBD's sole discretion, obtain Loans from NBD, in such amounts as an Acquisition Facility Borrower may from time to time request, to fund the acquisition of businesses made since the date of this Agreement (the "Acquisition Facility"). The aggregate total amount of all Advances made under the Acquisition Facility may not exceed the principal sum of $3,000,000. (b) At the time of each request for an Advance by an Acquisition Facility Borrower under the Acquisition Facility, an Acquisition Facility Borrower must deliver to NBD copies of all documents relating to the acquisition of a business and such other information as NBD may request. Subject to the terms and conditions hereof, each Acquisition Lender agrees to make available from time to time until the Commitment Termination Date (Acquisition Loan) its Pro Rata Share of advances (each, an "ACQUISITION LOAN ADVANCE"). The Pro Rata Share of the Acquisition Loan of any Acquisition Lender shall not at any time exceed its separate Acquisition Loan Commitment. The obligations of each Acquisition Lender hereunder shall be several and not joint. The aggregate amount of Acquisition Loan Advances outstanding shall not exceed at any time the Maximum Amount (Acquisition Loan). Until the Commitment Termination Date (Acquisition Loan), Borrowers may from time to time borrow under this Agreement and in NBD's sole discretionSECTION 1.1(E); PROVIDED THAT, the proceeds of such requested monies borrowed pursuant to this SECTION 1.1(E), once repaid, may not be reborrowed. Each Acquisition Loan Advance will shall be made available on notice by Borrower Representative on behalf of Borrowers to the representative of Administrative Agent identified on SCHEDULE 1.1 at the address specified thereon. Those notices must be given no later than 11:00 a.m. (New York time) on the date which is five (5) Business Days prior to the proposed Acquisition Loan Advance. Each such Acquisition Facility Borrowernotice (a "NOTICE OF ACQUISITION LOAN ADVANCE") must be given in writing (by telecopy or overnight courier) substantially in the form of EXHIBIT 1.1(E)(I), and shall include the information required in such Exhibit and such other information as may be required by Administrative Agent. The Administrative Agent shall provide prompt notice thereof to the Revolver Agent and the Lenders. (cii) Simultaneous with each Advance under the Acquisition Facility, an Acquisition Facility Borrower must Borrowers shall execute and deliver to Bank each Acquisition Lender a promissory note satisfactory to evidence the Acquisition Loan Commitment of that Acquisition Lender. Each note shall be in the principal amount of the Acquisition Loan Commitment of the applicable Acquisition Lender, dated the Closing Date and substantially in the form and substance to of EXHIBIT 1.1(E)(II) (each an "ACQUISITION LOAN NOTE" and, collectively, the Bank (such notes are referred to collectively as "Facility Notes" and individually as a "Facility NoteACQUISITION LOAN NOTES"). Each Acquisition Loan Note shall represent the obligation of Borrowers to pay the amount of each Acquisition Lender's Acquisition Loan Commitment or, if less, the applicable Acquisition Lender's Pro Rata Share of the aggregate unpaid principal amount of all Acquisition Loan Advances under to Borrowers together with interest thereon as prescribed in SECTION 1.5 (iii) Borrowers shall pay the principal amount of the each Acquisition Facility bear interest at Loan in equal consecutive quarterly installments determined by reference to the Adjusted Acquisition Facility Floating Rate. Advances under number of full quarters occurring during the Acquisition Facility are not available at the Adjusted Libor Rate. The maturity date for all Advances under the Acquisition Facility cannot exceed 5 years period from the date which is twelve (12) months following the date of each funding of such Advance and Acquisition Loan to the minimum monthly earlier of the date which is five (5) years following the date of such Acquisition Loan or the date which is two (2) years following the Term Loan A Final Maturity Date (the "APPLICABLE ACQUISITION LOAN MATURITY DATE") as follows: in equal consecutive quarterly installments of principal payment of each Advance will be equal to the original principal amount of the Advance such Acquisition Loan divided by 60. Interest the number of full quarters occurring during the period from the date which is twelve (12) months following the date of funding of such Acquisition Loan to the Applicable Acquisition Loan Maturity Date, commencing on the first day of the twelfth (12th) month following the date of funding of such Acquisition Loan and continuing quarterly on the first day of each third (3rd) month thereafter, together with a final installment equal to the entire unpaid principal balance of such Acquisition Loan due and payable monthlyon the Applicable Acquisition Loan Maturity Date. (div) NBD must have a first-priorityNotwithstanding the foregoing CLAUSE (III), properly-perfectedthe aggregate outstanding principal balance of each Acquisition Loan shall be due and payable in full in immediately available funds, security interest if not sooner paid in full, on the assets purchased by an Commitment Termination Date (Acquisition Facility Borrower.Loan), the Commitment Termination Date (Revolver A), the Commitment Termination Date (Revolver B), or the Commitment Termination Date (Term Loan A), whichever shall first occur, if any such date shall occur prior to the express date of expiration of the applicable Commitment in each of the definitions of "Commitment Termination Date

Acquisition Facility. (a) From time to time Upon the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2, from and including the date of this Agreement up and prior to the Term Loan Conversion Date, each Lender severally and including June 30not jointly agrees, 1997 on the terms and conditions set forth in this Agreement, to make term loans to the Borrower from time to time in an aggregate amount not to exceed such Lender's Acquisition Facility Commitment (the "Advance Period"), USML and Delaware Managed Care (eacheach individually, an "Acquisition Facility BorrowerLoan" and collectively, the "Acquisition Facility Borrowers") may, in NBD's sole discretion, obtain Loans from NBD, in such amounts as an Acquisition Facility Borrower may from time to time request, to fund the acquisition of businesses made since the date of this Agreement (the "Acquisition FacilityLoans"). The aggregate total amount Each Advance under this Section 2.3 shall consist of all Advances made under the Acquisition Facility may not exceed Loans made by each Lender ratably in proportion to such Lender's respective Acquisition Loan Pro Rata Share of the principal sum of $3,000,000. (b) At the time of each request for an Advance by an Aggregate Acquisition Facility Borrower under the Acquisition Facility, an Acquisition Facility Borrower must deliver to NBD copies of all documents relating to the acquisition of a business and such other information as NBD may requestCommitment. Subject to the terms and conditions of this Agreement and in NBD's sole discretionAgreement, the proceeds of such requested Advance will be made available to such Borrower may borrow and repay Acquisition Facility Borrower. (c) Simultaneous with each Advance under Loans at any time prior to the Acquisition Facility, an Term Loan Conversion Date. No amount of any Acquisition Facility Borrower must execute Loan shall be reborrowed once repaid. On June 29, 2001, the Borrower's option to borrow Acquisition Facility Loans shall terminate, 33 the Aggregate Acquisition Facility Commitment shall be reduced to zero and deliver to Bank a promissory note satisfactory in form and substance to the Bank (such notes are referred to collectively as "Facility Notes" and individually as a "Facility Note"). Advances under outstanding principal balance of the Acquisition Facility bear interest at Loans shall be converted into amortizing term loans to be repaid in nineteen (19) consecutive quarterly installments of principal, payable on the Adjusted last Business Day of each calendar quarter, commencing June 30, 2001 and continuing thereafter until December 31, 2005 and a final installment of principal, payable on the Acquisition Facility Floating Rate. Advances under Loan Termination Date, and the Acquisition Facility are not available at Loans shall be permanently reduced by the Adjusted Libor Rateamount of each installment on the date payment thereof is made hereunder. The maturity Except as otherwise set forth herein, the amounts to be repaid on each such quarterly payment date for all Advances under shall be an amount equal to the installment percentage set forth below opposite such installment date of the outstanding principal balance of the Acquisition Facility cannot exceed 5 years from Loans on the date of each such Advance and the minimum monthly principal payment of each Advance will be equal they converted to the amount of the Advance divided by 60. Interest is payable monthlyamortizing term loans. (d) NBD must have a first-priority, properly-perfected, security interest in the assets purchased by an Acquisition Facility Borrower.

Acquisition Facility. (a) From time Subject to time from the date terms of this Agreement up Agreement, -------------------- DFS agrees, for so long as no Default exists, to and including June 30, 1997 provide Borrower with acquisition financing for the purposes described herein (the each advance being an "Advance PeriodAcquisition Loan"), USML up to an aggregate unpaid principal amount not to exceed at ---------------- any time Ten Million Dollars ($10,000,000), on and Delaware Managed Care (each, an "Acquisition Facility Borrower" subject to the following terms and collectively, the "Acquisition Facility Borrowers") may, in NBD's sole discretion, obtain Loans from NBD, in such amounts as an Acquisition Facility Borrower may from time to time request, to fund the acquisition of businesses made since the date of this Agreement conditions (the "Acquisition Facility"). The aggregate total , subject in all events to the -------------------- terms of Section 3.1(b) hereof; provided, however, that in no event shall the --------------- -------- ------- maximum principal amount of all Advances made outstanding under the Acquisition Facility and the Working Capital Loans exceed in the aggregate, at any time, Sixty Million Dollars ($60,000,000): (a) An Acquisition Loan may not be made to satisfy Borrower's working capital needs to the extent they exceed the principal sum formula-determined Borrowing Base in connection with the acquisition of $3,000,000.the stock or assets of another corporation; (b) At Each Acquisition Loan shall be due and payable one-hundred eighty (180) days after the date thereof; provided, DFS shall have the option, exercisable in its sole discretion, to grant Borrower one (1) or more thirty (30) day extensions of any such Acquisition Loan; (c) no Guaranty shall be in default and each shall be in full force and effect at the time any Acquisition Loan is requested; (d) Borrower will pay DFS finance charges on the principal amount of any Acquisition Loan outstanding at the end of each request for an Advance by an Acquisition Facility Borrower under day at a rate that is one-half of one percent (.50%) per annum above the Acquisition Facility, an Acquisition Facility Borrower must deliver to NBD copies of all documents relating Prime Rate; and (e) except as provided to the acquisition of a business and such contrary in clauses (a) through (d) above, each Acquisition Loan pursuant to this Section 3.4 shall be subject to ----------- all other information as NBD may request. Subject to the terms and conditions of this Agreement and in NBD's sole discretion, the proceeds of such requested Advance will be made available Agreement. As a precondition to any such Acquisition Facility Borrower. (c) Simultaneous with each Advance under the Acquisition FacilityLoan, an Acquisition Facility Borrower must execute shall have signed and deliver sent to Bank DFS, a promissory note satisfactory request, setting forth in form and substance to the Bank (such notes are referred to collectively as "Facility Notes" and individually as a "Facility Note"). Advances under the Acquisition Facility bear interest at the Adjusted Acquisition Facility Floating Rate. Advances under the Acquisition Facility are not available at the Adjusted Libor Rate. The maturity date for all Advances under the Acquisition Facility cannot exceed 5 years from the date of each such Advance and the minimum monthly principal payment of each Advance will be equal to writing the amount of the Advance divided proposed Acquisition Loan along with a copy of the underlying acquisition agreement and all related exhibits, schedules and agreements pursuant to which such acquisition is to be consummated. Notwithstanding anything else herein and unless otherwise agreed to in writing by 60. Interest is payable monthlyDFS, the total outstanding principal amount of all Loans under this Agreement shall not at any time exceed the Total Credit Limit. (d) NBD must have a first-priority, properly-perfected, security interest in the assets purchased by an Acquisition Facility Borrower.

Acquisition Facility. (a) From time to time from the date of this Agreement up to and including June 30, 1997 (the "Advance Period"), USML and Delaware Managed Care (each, an "Acquisition Facility Borrower" and collectively, the "Acquisition Facility Borrowers") may, in NBD's sole discretion, obtain Loans from NBD, in such amounts as an Acquisition Facility Borrower may from time to time request, to fund the acquisition of businesses made since the date of this Agreement (the "Acquisition Facility"). The aggregate total amount of all Advances made under the Acquisition Facility may not exceed the principal sum of $3,000,000. (b) At the time of each request for an Advance by an Acquisition Facility Borrower under the Acquisition Facility, an Acquisition Facility Borrower must deliver to NBD copies of all documents relating to the acquisition of a business and such other information as NBD may request. Subject to the terms and conditions set forth herein, Bank agrees to lend to Borrower, on a non-revolving basis from time to time during the period commencing on the date hereof and continuing through the first year anniversary of this Agreement and Loan Agreement, an aggregate amount not to exceed $8,500,000.00 in NBD's sole discretiona single loan or in multiple loans, as may be requested by Borrower (the "ACQUISITION FACILITY"); provided, HOWEVER, the proceeds total principal outstanding at any time shall not exceed (1) the lesser of (i) an amount equal to the Acquisition Borrowing Base (as such requested Advance will be made available to such term is hereinafter defined below), or (ii) $8,500,000.00, less (2) the amount of the outstanding Letter of Credit Liabilities (as defined below). If at any time the sum of the aggregate principal outstanding under the Acquisition Facility Borrower. (c) Simultaneous plus the amount of the Letter of Credit Liabilities shall exceed an amount equal to the Acquisition Borrowing Base, Borrower agrees to promptly repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Borrower shall not be allowed to re-borrow under the Acquisition Facility after a repayment. All sums advanced under the Acquisition Facility shall be used to provide funds for permanent working capital needs and corporate acquisitions. Prior to or contemporaneously with each Advance loan under the Acquisition Facility, an Acquisition Facility Borrower must agrees to execute and deliver to Bank a promissory note satisfactory ("ACQUISITION NOTE") payable by Borrower to order of Bank in the stated principal amount equal to such loan, in form and substance acceptable to Bank. Interest on each Acquisition Note shall accrue at the lower of the maximum rate allowed by law or the Contract Rate. The term "CONTRACT Rate", as used herein, shall mean either (i) a fluctuating rate of interest (the "FLUCTUATING RATE") established by Bank from time to time as its Base Rate of interest (such notes are referred which may not be the lowest, best or most favorable rate of interest which Bank may charge on loans to collectively as its customers), or (ii) a fixed rate of interest (the "Facility Notes" and individually as a FIXED RATE"Facility Note")) quoted by Bank to Borrower at the time of the request for the subject loan. Advances The Borrower has the option to select either the Floating Rate or Fixed Rate for each loan under the Acquisition Facility bear interest at Facility; provided, however, in the Adjusted event Borrower initially selects the Floating Rate for an Acquisition Facility Floating Rate. Advances under Note, on the first year anniversary of such Acquisition Note the Borrower may notify the Bank of its desire to have a fixed rate for the remaining term of the Acquisition Facility are not available at the Adjusted Libor RateNote. The maturity date for all Advances under the Acquisition Facility cannot exceed 5 years from the date of each Any such Advance and the minimum monthly principal payment of each Advance will fixed rate would be equal to the rate quoted to Borrower by Bank at such time. During the first one hundred twenty (120) days of each Acquisition Note, interest shall be due and payable quarterly. Each Acquisition Note shall have equal quarterly payments of principal, plus accrued but unpaid interest, such payments to commence on the fifth month anniversary of each Acquisition Note and continue every three months thereafter during the term of such note. The amount of each quarterly principal payment shall be based on fully amortizing each Acquisition Note with twenty equal quarterly payments; provided, however, each Acquisition Note shall mature on April 30, 1998. As used in this Loan Agreement, the Advance divided by 60. Interest is payable monthlyterm "ACQUISITION BORROWING Base" shall mean an amount equal to 80% of Borrower's Eligible Accounts, and 90% of Borrower's Eligible Securities LESS the aggregate principal amount outstanding under the Line of Credit. (d) NBD must have a first-priority, properly-perfected, security interest in the assets purchased by an Acquisition Facility Borrower.

Acquisition Facility. (a) From Subject to the terms and conditions hereof, each Lender having an Acquisition Loan Commitment agrees to make available from time to time from until the date Acquisition Loan Commitment Termination Date its Pro Rata Share of this Agreement up to and including June 30, 1997 (the "Advance Period"), USML and Delaware Managed Care advances (each, an "Acquisition Facility BorrowerAdvance" and collectively, the "Acquisition Facility Borrowers") may, in NBD's sole discretion, obtain Loans from NBD, in such amounts as an Acquisition Facility Borrower may from time to time request, to fund the acquisition of businesses made since the date of this Agreement (the "Acquisition FacilityAdvances"). The Pro Rata Share of the Acquisition Loan of any Lender shall not at any time exceed its separate Acquisition Loan Commitment. The obligations of each Lender hereunder shall be several and not joint. The aggregate total amount of all Acquisition Advances made under the Acquisition Facility may outstanding at any one time shall not exceed the principal sum lesser of $3,000,000(x) the Acquisition Loan Maximum Amount and (y) the Acquisition Loan Availability. Each Acquisition Advance shall be made on notice by Borrower Representative on behalf of each Borrower to the representative of Agent identified on Schedule 1.1 at the address specified thereon. Those notices must be given no later than noon (New York time) on the date which is three (3) Business Days prior to the proposed Acquisition Advance. Each such notice (a "Notice of Acquisition Advance") must be given in writing (by facsimile transmission or overnight courier) substantially in the form of Exhibit 1.2(a), and shall include the information required in such Exhibit and such other information as may be required by Agent. (b) At The Borrowers shall execute and deliver to each Lender having an Acquisition Loan Commitment a promissory note to evidence the time Acquisition Loan Commitment of that Lender. Each promissory note shall be in the principal amount of the Acquisition Loan Commitment of the applicable Lender, dated the Closing Date and substantially in the form of Exhibit 1.(2)(b) (each an "Acquisition Note" and, collectively, the "Acquisition Notes"). Each Acquisition Note shall represent the joint and several obligation of each request for an Advance by an Borrower, as a co-obligor, to pay the amount of each Lender's Acquisition Facility Borrower under Loan Commitment or, if less, the Acquisition Facility, an Acquisition Facility Borrower must deliver to NBD copies applicable Lender's Pro Rata Share of the aggregate unpaid principal amount of all documents relating to the acquisition of a business and such other information Acquisition Advances together with interest thereon as NBD may request. Subject to the terms and conditions of this Agreement and prescribed in NBD's sole discretion, the proceeds of such requested Advance will be made available to such Acquisition Facility BorrowerSection 1.5. (c) Simultaneous with With respect to each Acquisition Advance, the Borrowers shall pay the principal amount of such Acquisition Advance under in consecutive installments on the respective payment dates and in the corresponding installment amounts, set forth below: -7- Payment Date Installment Amount ------------ ------------------ the first anniversary of the date 10% of the original principal amount of such Acquisition Advance of such Acquisition Advance the second anniversary of the date 10% of the original principal amount of such Acquisition Advance of such Acquisition Advance the third anniversary of the date 15% of the original principal amount of such Acquisition Advance of such Acquisition Advance the fourth anniversary of the date 15% of the original principal amount of such Acquisition Advance of such Acquisition Advance the fifth anniversary of the date 50% of the original principal amount of such Acquisition Advance of such Acquisition Advance Notwithstanding the foregoing, the entire unpaid balance of the aggregate Acquisition Loan shall be immediately due and payable in full in immediately available funds on the Acquisition Facility, an Acquisition Facility Borrower must execute and deliver to Bank a promissory note satisfactory in form and substance to the Bank (such notes are referred to collectively as "Facility Notes" and individually as a "Facility Note"). Advances under the Acquisition Facility bear interest at the Adjusted Acquisition Facility Floating Rate. Advances under the Acquisition Facility are not available at the Adjusted Libor Rate. The maturity date for all Advances under the Acquisition Facility cannot exceed 5 years from the date of each such Advance and the minimum monthly principal payment of each Advance will be equal to the amount of the Advance divided by 60. Interest is payable monthlyLoan Maturity Date. (d) NBD must have a first-priority, properly-perfected, security interest in the assets purchased by an Acquisition Facility Borrower.

Acquisition Facility. No Interim Advances shall be made unless and until the Acquisition Facility has been drawn down in full, save that in order to ensure that the Loan Note Facility (awhich will increase with the receipt of further acceptances of the Offer which specify the Loan Note Alternative) From time remains as a sub-facility of the Acquisition Facility, prior to time from the date of this Agreement up each Advance, the Facility Agent shall deduct from the Available Facility Amount of the Acquisition Facility, the amount of Loan Note Facility already required to cover Loan Note Obligations created by acceptances of the Offer prior to that date, and including June 30a reserve for the maximum amount of Loan Note Facility which may be required to meet further Loan Note Obligations which may arise from subsequent acceptances of the Offer, 1997 (and shall notify the "Advance Period")Banks accordingly, USML and Delaware Managed Care (each, an "with the result that Interim Advances may be drawn down prior to the Acquisition Facility Borrower" and collectivelybeing fully drawn, Provided that the "Facility Agent shall in the light of further acceptances of the Offer periodically adjust the Available Facility Amount in respect of the Acquisition Facility Borrowers") may, in NBD's sole discretion, obtain Loans from NBD, in such amounts a manner as an Acquisition Facility Borrower may from time to time request, to fund the acquisition of businesses made since will ensure that as early as possible and in any event not later than the date of the making of the final Offer Advance under this Agreement the aggregate of: (i) the "Acquisition Advances drawn down (other than under the Loan Note Facility"). The aggregate total ; and (ii) the amount of all Advances made under the Acquisition Facility may not exceed Loan Note Facility, shall be equal to the principal sum of $3,000,000. (b) At the time of each request for an Advance by an Acquisition Facility Borrower Total Commitments under the Acquisition Facility. The Banks shall participate in each Offer Advance on the basis of the notifications made by the Facility Agent under this clause and if necessary to achieve the above, an the Facility Agent shall require the making of Acquisition Facility Borrower must deliver to NBD copies Advances (and matching mandatory prepayments of all documents relating the Interim Facility), which may (to the acquisition extent that the amounts to be paid and received by any Bank are the same) be by way of a business and such other information as NBD may request. Subject book entries, to ensure that the terms and conditions of this Agreement and in NBD's sole discretion, the proceeds of such requested Advance will be made available to such Acquisition Facility Borrower. (c) Simultaneous with each Advance under the Acquisition Facility, an Acquisition Facility Borrower must execute and deliver to Bank a promissory note satisfactory in form and substance to the Bank (such notes Facilities are referred to collectively as "Facility Notes" and individually as a "Facility Note"). Advances under the Acquisition Facility bear interest at the Adjusted Acquisition Facility Floating Rate. Advances under the Acquisition Facility are not available at the Adjusted Libor Rate. The maturity date for all Advances under the Acquisition Facility cannot exceed 5 years from the date of each such Advance and the minimum monthly principal payment of each Advance will be equal to the amount of the Advance divided by 60. Interest is payable monthly. (d) NBD must have a first-priority, properly-perfected, security interest drawn in the assets purchased by an Acquisition Facility Borrowermanner described in the proviso to this clause.

Acquisition Facility. (a) From time Subject to time from the date terms of this Agreement Agreement, DFS agrees, -------------------- for so long as no Default exists, to provide Borrower with acquisition financing for the purposes described herein (each advance being an 'Acquisition Loan'), up ----------------- to an aggregate unpaid principal amount not to exceed at any time Ten Million Dollars ($10,000,000), on and including June 30, 1997 subject to the following terms and conditions (the "Advance Period"'Acquisition Facility'), USML and Delaware Managed Care (eachsubject in all events to the terms of Section 3.1(b) ---------------------- -------------- hereof; provided, an "Acquisition Facility Borrower" and collectivelyhowever, that in no event shall the "Acquisition Facility Borrowers") may, in NBD's sole discretion, obtain Loans from NBD, in such amounts as an Acquisition Facility Borrower may from time to time request, to fund the acquisition of businesses made since the date of this Agreement (the "Acquisition Facility"). The aggregate total maximum principal amount of all Advances made ------ -------- ------- outstanding under the Acquisition Facility and the Working Capital Loans exceed in the aggregate, at any time, Sixty Million Dollars ($60,000,000): (a) An Acquisition Loan may not be made to satisfy Borrower's working capital needs to the extent they exceed the principal sum formula-determined Borrowing Base in connection with the acquisition of $3,000,000.the stock or assets of another corporation; (b) At Each Acquisition Loan shall be due and payable one-hundred eighty (180) days after the date thereof; provided, DFS shall have the option, exercisable in its sole discretion, to grant Borrower one (1) or more thirty (30) day extensions of any such Acquisition Loan; (c) no Guaranty shall be in default and each shall be in full force and effect at the time any Acquisition Loan is requested; (d) Borrower will pay DFS finance charges on the principal amount of any Acquisition Loan outstanding at the end of each request for an Advance by an Acquisition Facility Borrower under day at a rate that is one-half of one percent (.50%) per annum above the Acquisition Facility, an Acquisition Facility Borrower must deliver to NBD copies of all documents relating Prime Rate; and (e) except as provided to the acquisition of a business and such contrary in clauses (a) through (d) above, each Acquisition Loan pursuant to this Section 3.4 shall be subject to all other information as NBD may request. Subject to the terms and conditions of this Agreement and in NBD's sole discretion, the proceeds of such requested Advance will be made available Agreement. As a precondition to any such Acquisition Facility Borrower. (c) Simultaneous with each Advance under the Acquisition FacilityLoan, an Acquisition Facility Borrower must execute shall have signed and deliver sent to Bank DFS, a promissory note satisfactory request, setting forth in form and substance to the Bank (such notes are referred to collectively as "Facility Notes" and individually as a "Facility Note"). Advances under the Acquisition Facility bear interest at the Adjusted Acquisition Facility Floating Rate. Advances under the Acquisition Facility are not available at the Adjusted Libor Rate. The maturity date for all Advances under the Acquisition Facility cannot exceed 5 years from the date of each such Advance and the minimum monthly principal payment of each Advance will be equal to writing the amount of the Advance divided proposed Acquisition Loan along with a copy of the underlying acquisition agreement and all related exhibits, schedules and agreements pursuant to which such acquisition is to be consummated. Notwithstanding anything else herein and unless otherwise agreed to in writing by 60DFS, the total outstanding principal amount of all Loans under this Agreement shall not at any time exceed the Total Credit Limit." 4. Interest is payable monthlyThe address for DFS set forth in Section 13.8 shall be hereby amended to read in its entirety as follows: "Deutsche Financial Services Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Vice President, Operations Facsimile No. : (d) NBD must have a first▇▇▇)▇▇▇-priority, properly-perfected, security interest in the assets purchased by an Acquisition Facility Borrower.▇▇▇▇"