EXHIBIT 3.1


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                VCA ANTECH, INC.

        VCA Antech, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:

1. The name of the corporation is VCA Antech, Inc. (the "Corporation"). The
Corporation was originally incorporated under the name Veterinary Centers of
America, Inc., and the original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on May 4, 1987.

2. In accordance with Sections 141(f), 228(a), 242 and 245 of the General
Corporation Law of the State of Delaware, the Board of Directors and the
Stockholders of the Corporation by written consent dated November 16, 2001, duly
adopted and approved resolutions amending and restating the Corporation's
Certificate of Incorporation, declaring such amendment and restatement
advisable.

3. This Amended and Restated Certificate of Incorporation of the Corporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of the Corporation. The text of the Certificate of Incorporation
as heretofore amended or supplemented is hereby amended and restated to read in
its entirety as follows:

FIRST: The name of this corporation is VCA Antech, Inc. (the "Corporation").

SECOND: The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may now or hereafter be organized under the General
Corporation Law of the State of Delaware as set forth in Title 8 to the Delaware
Code (the "GCL").

FOURTH: The Corporation is authorized to issue two classes of shares, designated
"Preferred Stock" and "Common Stock." The total number of shares which the
Corporation shall have authority to issue is 86,000,000 of which 75,000,000
shares shall be Common Stock, par value $0.00l per share, and 11,000,000 shares
shall be Preferred Stock, par value $0.001 per share.



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                                 I. Common Stock

        Each holder of Common Stock, as such, shall be entitled to one vote for
each share of Common Stock held of record by such holder on all matters on which
stockholders generally are entitled to vote; provided, however, that, except as
otherwise required by law, holders of Common Stock, as such, shall not be
entitled to vote on any amendment to this Amended and Restated Certificate of
Incorporation (including any Certificate of Designation relating to any series
of Preferred Stock) that relates solely to the terms of one or more outstanding
series of Preferred Stock if the holders of such affected series are entitled,
either separately or together with the holders of one or more other such series,
to vote thereon pursuant to this Amended and Restated Certificate of
Incorporation (including any Certificate of Designation relating to any series
of Preferred Stock) or pursuant to the GCL.

        In the event of any voluntary or involuntary liquidation, dissolution,
or winding up of the affairs of the Corporation, after payment or provision for
payment of the debts and other liabilities of the Corporation and of the
preferential amounts, if any, to which the holders of Preferred Stock shall be
entitled, the holders of all outstanding shares of Common Stock shall be
entitled to share ratably in the remaining net assets of the Corporation.

        Subject to the preferential rights, if any, of the Preferred Stock, the
holders of shares of Common Stock shall be entitled to receive, when and if
declared by the Board of Directors of the Corporation, out of the assets of the
Corporation which are by law available therefore, dividends payable either in
cash, in property, or in shares of Common Stock.

                               II. Preferred Stock

        Shares of Preferred Stock authorized by this Amended and Restated
Certificate of Incorporation may be issued from time to time in one or more
series. For any wholly unissued series of Preferred Stock, the Board of
Directors of the Corporation (the "Board of Directors") is authorized to fix or
alter the rights, preferences, powers, privileges and qualifications,
limitations or restrictions granted to or imposed upon wholly unissued series of
Preferred Stock, and the number of shares constituting any such series and the
designation thereof, or any of them.

        For any series of Preferred Stock having issued and outstanding shares,
the Board of Directors is also authorized to increase (but not above the total
number of authorized shares of the class) or decrease (but not below the number
of shares thereof then outstanding) the number of shares of any series of
Preferred Stock prior or subsequent to the issuance of that series. In case the
number of shares of any series shall be decreased in accordance with the
foregoing sentence, the shares constituting such decrease shall resume the
status of undesignated Preferred Stock.

A.  Series A Senior Preferred Stock

        The 14% Series A Senior Redeemable Exchangeable Cumulative Preferred
Stock (the "Senior Preferred Stock"), par value $0.001 per share, consists of
3,000,000 authorized shares



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and has the powers, designations and preferences, the relative, participating,
optional and other special rights and the qualifications, limitations and
restrictions thereof as follows:

1. Definitions and Interpretation.

               (a) Definitions. As used in this Section II.A of Article Four of
this Amended and Restated Certificate of Incorporation, the following terms
shall have the following meanings, unless the context otherwise requires:

        "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.

        "Amended and Restated Certificate of Incorporation" means the
Corporation's Amended and Restated Certificate of Incorporation.

        "Bank Facility" means the one or more credit agreements (including,
without limitation, the Credit Agreement, dated as of September 20, 2000, by and
among Operating Company, as borrower, the Corporation, certain subsidiaries of
the Operating Company, as guarantors, the financial institutions parties
thereto, Goldman Sachs Credit Partners L.P., as sole lead arranger and sole
syndication agent, and Wells Fargo Bank, N.A., as administrative agent and
collateral agent) entered into by and among Operating Company, certain of its
subsidiaries (if any) and certain financial institutions, which provide for in
the aggregate one or more term loans and/or revolving credit and letter of
credit facilities, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, as such
credit agreement and/or related documents may be amended, restated,
supplemented, renewed, replaced or otherwise modified from time to time whether
or not with the same agent, trustee, representative lenders or holders, and,
subject to the proviso to the next succeeding sentence irrespective of any
changes in the terms and conditions thereof. Without limiting the generality of
the foregoing, the term "Bank Facility" shall include any amendment, amendment
and restatement, renewal, extension, restructuring, supplement or modification
to any such credit agreement and all refundings, refinancings and replacements
of any such credit agreement, including any agreement (i) extending the maturity
of any Indebtedness incurred thereunder or contemplated thereby, (ii) adding or
deleting borrowers or guarantors thereunder; provided, however, that the
borrowers and issuers include one or more of the Corporation and its
Subsidiaries and their respective successors and assigns, (iii) increasing the
amount of Indebtedness incurred thereunder or available to be borrowed
thereunder, or (iv) otherwise altering the terms and conditions thereof in a
manner not prohibited by the terms hereof.

        "Beneficial Owner" or "beneficial owner" for purposes of the definition
of Change of Control and Affiliate has the meaning attributed to it in Rules
13d-3 and 13d-5 under the Exchange Act (as in effect on the Preferred Stock
Issue Date), whether or not applicable.

        "Board of Directors" means the Board of Directors of the Corporation.

        "Business Day" means any day that is not a Saturday, a Sunday or a day
on which banking institutions in the Corporation's principal place of business,
the City of New York or at a place of payment are not required to be open.


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        "Capital Stock" means, with respect to any corporation, any and all
shares, interests, rights to purchase (other than convertible or exchangeable
Indebtedness that is not itself otherwise capital stock), warrants, options,
participations or other equivalents of or interests (however designated) in
stock issued by that corporation.

        "Capitalized Lease Obligation" means, as to any Person, the obligations
of such Person under a lease that are required to be classified and accounted
for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

        "Cash Equivalent" means, as at any date of determination, (i) marketable
securities (a) issued or directly and unconditionally guaranteed as to interest
and principal by the United States Government or (b) issued by any agency of the
United States the obligations of which are backed by the full faith and credit
of the United States, in each case maturing within one year after such date;
(ii) marketable direct obligations issued by any state of the United States or
any political subdivision of any such state or any public instrumentality
thereof, in each case maturing within one year after such date and having, at
the time of the acquisition thereof, the highest rating obtainable from either
Standard & Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc.
("Moody's"); (iii) commercial paper maturing no more than one year from the date
of creation thereof and having, at the time of the acquisition thereof, a rating
of at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates of
deposit or bankers' acceptances maturing within one year after such date and
issued or accepted by any commercial bank organized under the laws of the United
States or any state thereof or the District of Columbia that (a) is at least
"adequately capitalized" (as defined in the regulations of its primary Federal
banking regulator) and (b) has Tier 1 capital (as defined in such regulations)
of not less than $100,000,000; and (v) shares of any money market mutual fund
that (a) has at least 95% of its assets invested continuously in the types of
investments referred to in clauses (i) and (ii) above, (b) has net assets of not
less than $500,000,000, and (c) has the highest rating obtainable from either
S&P or Moody's.

        "Certificate of Designation " means the Corporation's Certificate of
Designation dated as of September 20, 2000.

        "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or more related transactions, of all or
substantially all of the properties and assets of the Corporation and its
Subsidiaries taken as a whole to any "person" (as such term is used in Section
13(d)(3) of the Exchange Act), other than an Excluded Person or Excluded
Persons, (ii) the adoption of a plan relating to the liquidation or dissolution
of the Corporation, (iii) the consummation of any transaction or other event
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as defined above), other than an Excluded Person or
Excluded Persons, becomes the "beneficial owner" (as such term is defined in
Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of
more than 50% of the voting stock of the Corporation, or (iv) the first day on
which a majority of the members of the Board of Directors are not Continuing
Directors. Notwithstanding the foregoing, under no circumstances shall transfers
among Green Equity Investors III, L.P. and the Co-Investors and




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their respective Affiliates or distributions to limited partners of Green Equity
Investors III, L.P. or to the members of the Co-Investors be deemed a Change of
Control.

        "Co-Investors" means VCA Co-Investment Fund I, LLC, VCA Co-Investment
Fund II, LLC, VCA Co-Investment Fund III, LLC, VCA Co-Investment Fund IV, LLC,
VCA Co-Investment Fund V, LLC, VCA Co-Investment Fund VI, LLC, VCA Co-Investment
Fund VII, LLC and VCA Co-Investment Fund VIII.

        "Company Purchase Agreement" means that certain Purchase Agreement,
dated as of September 20, 2000, by and among the Corporation, GS Mezzanine
Partners II, L.P and Permitted Investors relating to the Company Senior Notes.

        "Company Senior Notes" means the senior notes due 2010, any Exchange
Notes (as defined in the Company Purchase Agreement) and any PIK Notes (as
defined in the Company Senior Notes Indenture), including any such notes issued
in exchange or replacement therefor, issued pursuant to the Company Senior Notes
Indenture.

        "Company Senior Notes Indenture" means that certain Indenture, dated as
of September 20, 2000, by and between the Corporation and Chase Manhattan Bank
and Trust Company, National Association, as trustee, pursuant to which the
Company Senior Notes are issued.

        "Consolidated" means, with respect to the Corporation, the consolidated
accounts of its Subsidiaries with those of the Corporation, all in accordance
with GAAP; provided, however, that "consolidated" will not include consolidation
of the accounts of any Unrestricted Subsidiary with the accounts of the
Corporation.

        "Consolidated EBITDA" means, with respect to any Person, for any period,
the Consolidated Net Income of such Person and its Consolidated Subsidiaries for
such period adjusted to add thereto (to the extent deducted from net revenues in
determining Consolidated Net Income), without duplication, the sum of (i) an
amount equal to any extraordinary or non-recurring loss plus any net loss
realized in connection with the sale or other disposition of assets outside the
ordinary course of business, the disposition of any securities by such Person or
any of its Subsidiaries or the extinguishment of any Indebtedness by such Person
or its Subsidiaries, (ii) consolidated income taxes, (iii) consolidated
depreciation and amortization (including amortization of debt issuance costs in
connection with any Indebtedness of such Person and its Subsidiaries), (iv)
Consolidated Fixed Charges; (v) payments pursuant to the Management Services
Agreement (or the corresponding provisions of any agreement amending, extending
or replacing the Management Services Agreement); and (vi) all other non-cash
charges.

        "Consolidated Fixed Charges" of any Person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of (a) interest expensed or capitalized, paid, accrued, or scheduled
to be paid or accrued (including, in accordance with the following sentence,
interest attributable to Capitalized Lease Obligations) of such Person and its
Consolidated Subsidiaries during such period, excluding amortization of debt
issuance costs incurred in connection with the Senior Notes or the Bank Facility
but including (i) original issue discount and non-cash interest payments or
accruals on any Indebtedness, (ii) the interest portion of all deferred payment
obligations, and (iii) all commissions, discounts and



                                       5


other fees and charges owed with respect to bankers' acceptances and letters of
credit financings and currency and Interest Swap and Hedging Obligations (and
minus net amounts received under Hedging Obligations), in each case to the
extent attributable to such period, and (b) the amount of cash dividends paid by
such Person or any of its Consolidated Subsidiaries in respect of preferred
stock (other than by Subsidiaries of such Person to such Person or such Person's
wholly owned Subsidiaries). For purposes of this definition, (x) interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by the Corporation to be the rate of interest implicit in
such Capitalized Lease Obligation in accordance with GAAP and (y) to the extent
such expense would result in a liability upon the consolidated balance sheet of
such Person in accordance with GAAP, interest expense attributable to any
Indebtedness represented by the guaranty by such Person or a Subsidiary of such
Person of an obligation of another Person shall be deemed to be the interest
expense attributable to the Indebtedness guaranteed. Notwithstanding the
foregoing, Consolidated Fixed Charges shall not include costs, fees and expenses
incurred in connection with the Merger, and any non-cash charge or expense
associated with the write-off of deferred debt issuance costs associated with
the Bank Facility or the Senior Notes.

        "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided, however, that (a) the Net Income (but not loss) of any
Person that is not a Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the specified Person or one of its wholly owned
Subsidiaries, (b) the Net Income of any Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree or order, or any non-U.S. statute, rule
or governmental regulation applicable to that Subsidiary or its stockholders,
(c) the Net Income of any Person acquired in a pooling of interests transaction
for any period prior to the date of such acquisition shall be excluded, (d) the
cumulative effect of a change in accounting principles shall be excluded, and
(e) the costs, fees and expenses incurred in connection with the transactions
contemplated by the Merger Agreement shall be excluded, including (i) any charge
incurred by any Person or its Subsidiaries arising out of the repurchase at $15
per share on the closing date of the Merger of restricted capital stock of such
Person or its Subsidiaries held by certain employees of such Person or its
Subsidiaries, (ii) any financing, legal, accounting, investment banking or other
professional fees and expenses incurred in connection with the Merger, (iii) any
other costs and expenses incurred by any Person and its Subsidiaries in
connection with the Merger arising pursuant to certain noncompetition agreements
executed with members of senior management of such Person, in connection with
the termination of certain employment contracts of such Person and its
Subsidiaries and in connection with stay bonuses provided to certain employees
of such Person and its Subsidiaries, and (iv) premium payments payable to
certain note holders of such Person.

        "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (i) was a member of the Board of Directors
immediately after consummation of the Merger or (ii) was nominated for election
or elected to the Board of Directors with the



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approval, recommendation or endorsement of a majority of the Continuing
Directors who were members of the Board of Directors at the time of such
nomination or election.

        "Control" means (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as used with
respect to any Person, the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
directly or through one or more intermediaries, whether through the ownership of
voting securities, by contract, or otherwise; provided, however, that, with
respect to any ownership interest in the Corporation and its Subsidiaries, a
Beneficial Owner of 10% or more of the total voting power normally entitled to
vote in the election of directors, managers or trustees, as applicable, shall
for such purposes be deemed to constitute control.

        "Default Event" means any of the following events: (i) any time when the
Corporation fails to make a mandatory redemption of the Senior Preferred Stock
when required (whether or not any contractual or other restrictions apply to
such redemption) pursuant to Section 5(b) hereof; or (ii) any time when the
Corporation fails to make an offer to repurchase all of the outstanding shares
of Senior Preferred Stock following a Change of Control, if such offer to
repurchase is required to be made pursuant to Section 8(a) hereof (whether or
not any contractual or other restrictions apply to such redemption).

        "Disqualified Capital Stock" means (a) except as set forth in (b), with
respect to any Person, any Equity Interest of such Person that, by its terms or
by the terms of any security into which it is convertible, exercisable or
exchangeable, is, or upon the happening of an event or the passage of time or
both would be, required to be redeemed or repurchased (including at the option
of the holder thereof) by such Person or any of its Subsidiaries, in whole or in
part, on or prior to September 20, 2012 and (b) with respect to any Subsidiary
of such Person (including with respect to any Subsidiary of the Corporation),
any Equity Interests other than any common equity with no preference,
privileges, or redemption or repayment provisions and preferred equity owned by
the Corporation or one of its Subsidiaries.

        "Dividend Payment Date" means January 1, April 1, July 1 and October 1
of each year.

        "Dividend Period" means the Initial Dividend Period and, thereafter,
each Quarterly Dividend Period.

        "Equity Interest" of any Person means any shares, interests,
participations or other equivalents (however designated) in such Person's
equity, and shall in any event include any Capital Stock issued by, or
partnership or membership interests in, such Person.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

        "Exchange Date" means a date on which shares of Senior Preferred Stock
are exchanged by the Corporation for Exchange Debentures.

        "Exchange Debentures" means the 14% Subordinated Debentures due 2012 of
the Corporation to be issued at the option of the Corporation in exchange for
the Senior Preferred Stock.


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        "Exchange Indenture" means the Indenture pursuant to which the Exchange
Debentures will be issued.

        "Excluded Persons" means (i) Green Equity Investors III, L.P., (ii) the
Co-Investors, and (iii) their Related Parties.

        "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession in the United States as in effect on the Preferred Stock
Issue Date.

        "Holder" means a Person in whose name a share of Senior Preferred Stock
is registered.

        "Indebtedness" of any Person means, without duplication, (a) all
liabilities and obligations, contingent or otherwise, of any such Person, to the
extent such liabilities and obligations would appear as a liability upon the
consolidated balance sheet of such Person in accordance with GAAP, (i) in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such Person or only to a portion thereof), (ii) evidenced
by bonds, notes, debentures or similar instruments, (iii) representing the
balance deferred and unpaid of the purchase price of any property or services,
except those incurred in the ordinary course of its business that would
constitute ordinarily a trade payable to trade creditors; (b) all liabilities
and obligations, contingent or otherwise, of such Person (i) evidenced by
bankers' acceptances or similar instruments issued or accepted by banks, (ii)
relating to any Capitalized Lease Obligation, or (iii) evidenced by a letter of
credit or a reimbursement obligation of such Person with respect to any letter
of credit; (c) all net obligations of such Person under Interest Swap and
Hedging Obligations; (d) all liabilities and obligations of others of the kind
described in the preceding clauses (a), (b) or (c) that such Person has
guaranteed or that is otherwise its legal liability or that are secured by one
or more Liens on any assets or property of such Person; provided, however, that
if the liabilities or obligations that are secured by a Lien have not been
assumed in full by such Person or are not such Person's legal liability in full,
the amount of such Indebtedness for the purposes of this definition shall be
limited to the lesser of the amount of such Indebtedness secured by such Lien or
the fair market value of the assets or property securing such Lien; (e) any and
all deferrals, renewals, extensions, refinancing and refundings (whether direct
or indirect) of, or amendments, modifications or supplements to, any liability
of the kind described in any of the preceding clauses (a), (b), (c) or (d), or
this clause (e), whether or not between or among the same parties; and (f) all
Disqualified Capital Stock of such Person (measured at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends). For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock that does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock.

        "Indentures" means the Company Senior Notes Indenture and the Senior
Subordinated Notes Indenture.


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        "Initial Dividend Period" means the dividend period commencing on the
Preferred Stock Issue Date and ending on the day before the first Dividend
Payment Date to occur thereafter.

        "Interest Swap and Hedging Obligation" means any obligation of any
Person pursuant to any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate exchange agreement,
currency exchange agreement or any other agreement or arrangement designed to
protect against fluctuations in interest rates or currency values, including,
without limitation, any arrangement whereby, directly or indirectly, such Person
is entitled to receive from time to time periodic payments calculated by
applying either a fixed or floating rate of interest on a stated notional amount
in exchange for periodic payments made by such Person calculated by applying a
fixed or floating rate of interest on the same notional amount.

        "Investment" by any Person in any other Person means (without
duplication) (a) the acquisition (whether by purchase, merger, consolidation or
otherwise) by such Person (whether for cash, property, services, securities or
otherwise) of capital stock, bonds, notes, debentures, partnership or other
ownership interests or other securities, including any options or warrants, of
such other Person or any agreement to make any such acquisition; (b) the making
by such Person of any deposit with, or advance, loan or other extension of
credit to, such other Person (including the purchase of property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such property to such other Person) or any commitment to make any such
advance, loan or extension (but excluding accounts receivable, endorsements for
collection or deposits arising in the ordinary course of business) other than
guarantees of Indebtedness of the Corporation or any Subsidiary; (c) the making
of any capital contribution by such Person to such other Person; and (d) the
designation by the Board of Directors of the Corporation of any Person to be an
Unrestricted Subsidiary. The Corporation shall be deemed to make an Investment
in an amount equal to the fair market value of the net assets of any subsidiary
(or, if neither the Corporation nor any of its Subsidiaries has theretofore made
an Investment in such subsidiary, in an amount equal to the Investments being
made), at the time that such subsidiary is designated an Unrestricted
Subsidiary, and any property transferred to an Unrestricted Subsidiary from the
Corporation or a Subsidiary of the Corporation shall be deemed an Investment
valued at its fair market value at the time of such transfer. The amount of any
such Investment shall be reduced by any liabilities or obligations of the
Corporation or any of its Subsidiaries to be assumed or discharged in connection
with such Investment by an entity other than the Corporation or any of its
Subsidiaries. For purposes of clarification and greater certainty, the
designation of a newly formed subsidiary as an Unrestricted Subsidiary shall not
constitute an Investment.

        "Junior Preferred Stock" means the Corporation's 12% Series B Junior
Redeemable Cumulative Preferred Stock, par value $0.001 per share, consisting of
3,000,000 authorized shares.

        "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or
immovable, now owned or hereafter acquired.




                                       9


        "Liquidation Preference" means, as of any date, the sum of (a) $25.00
per share of Senior Preferred Stock, plus (b) accrued and unpaid dividends added
to the Liquidation Preference in accordance with Section 3(a), minus (c) the
Base Amount of any special dividend paid pursuant to Section 3(f).

        "Management Services Agreement" means that certain Management Services
Agreement, dated as of the September 20, 2000, by and between Leonard Green &
Partners, L.P., Operating Company and the Corporation, providing for certain
fees, expenses and reimbursements to be paid to Leonard Green & Partners, L.P.,
as such Management Services Agreement may be amended from time to time.

        "Merger" means the merger of Recap with and into the Corporation in
accordance with the provisions of the Merger Agreement.

        "Merger Agreement" means that certain Amended and Restated Agreement and
Plan of Merger, dated as of August 11, 2000, between the Corporation, Operating
Company and Recap, as the same may be further amended from time to time.

        "Net Cash Proceeds" means the aggregate amount of cash or Cash
Equivalents received by the Corporation in the case of a sale of Qualified
Capital Stock plus, in the case of an issuance of Qualified Capital Stock upon
any exercise, exchange or conversion of securities (including options, warrants,
rights and convertible or exchangeable debt) of the Corporation that were issued
for cash on or after the Preferred Stock Issue Date, the amount of cash
originally received by the Corporation upon the issuance of such securities
(including options, warrants, rights and convertible or exchangeable debt) less
the sum of all payments, fees, commissions and expenses (including, without
limitation, the fees and expenses of legal counsel and investment banking fees
and expenses) incurred in connection with such sale or issuance of Qualified
Capital Stock.

        "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with the (A) sale or other disposition of assets
outside the ordinary course of business, or (B) disposition of any securities by
such Person or any of its Subsidiaries or the extinguishment of any Indebtedness
of such Person or any of its Subsidiaries, (ii) any extraordinary or
nonrecurring gain (but not loss), together with any related provision for taxes
on such extraordinary or nonrecurring gain (but not loss), and (iii) any
non-cash compensation expense of such Person attributable to the exercise of
options to acquire Capital Stock of the Corporation by any officers, directors
or employees of the Corporation or any of its Subsidiaries in each case prior
to, or in connection with, the consummation of the Merger.

        "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

        "Operating Company" means Vicar Operating, Inc., a Delaware corporation.


                                       10


        "Other Permitted Payments" means, without duplication, (i) compensation,
indemnification and other benefits paid or made available (A) pursuant to the
employment agreements between the Corporation and members of its senior
management, (B) for or in connection with services actually rendered to the
Corporation and comparable to those generally paid or made available by entities
engaged in the same or similar businesses (including reimbursement or
advancement of reasonable out-of-pocket expenses) and loans to officers,
directors and employees, (x) in the ordinary course of business or (y) to
purchase common stock of the Corporation in an amount not to exceed $10 million;
(ii) payments pursuant to the Management Services Agreement (or the
corresponding provisions of any agreement amending, extending or replacing the
Management Services Agreement); (iii) the repurchase of common stock, stock
options and stock equivalents of the Corporation held by current or former
directors, officers, employees of or consultants and advisors to the Corporation
or any of its Subsidiaries ("Management Stock Repurchases") in an amount of $5
million at the end of fiscal year 2000, and such amount shall be increased by $1
million a year for each fiscal year thereafter, plus the amount of any net cash
proceeds to the Corporation from: (A) sales of Capital Stock of the Corporation
to directors, officers and employees of or consultants and advisors to the
Corporation subsequent to the Preferred Stock Issue Date; and (B) proceeds from
any key-person life insurance policies, in either case, to the extent utilized
for Management Stock Repurchases; provided, however, that any amount received
from such life insurance not so paid in any fiscal year may be paid in future
fiscal years; (iv) Restricted Payments in an aggregate amount not to exceed $10
million; and (v) expenses and payments in connection with the Merger.

        "Permitted Investment" means (a) Investments in any of the Senior Notes;
(b) Investments in Cash Equivalents; (c) Investments in intercompany notes;
provided, however, that Indebtedness under any such notes of a Subsidiary shall
be deemed to be a Restricted Investment if such Person ceases to be a
Subsidiary; (d) Investments in the form of promissory notes of members of the
Corporation's management not to exceed $5 million in principal amount at any
time outstanding solely in consideration of the purchase by such persons of
Qualified Capital Stock of the Corporation; (e) Investments by the Corporation
or any Subsidiary in any Person that is or immediately after such Investment
becomes a Subsidiary, or immediately after such Investment merges or
consolidates into the Corporation or any Subsidiary; provided, however, that
such Person is engaged in all material respects in a Related Business; (f)
Investments in the Corporation by any Subsidiary; provided, however, that in the
case of Indebtedness constituting any such Investment, such Indebtedness shall
be unsecured and subordinated in all respects to the Corporation's obligations
under the Senior Notes; (g) Investments in securities of trade creditors or
customers received in settlement of obligations that arose in the ordinary
course of business or pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of such trade creditors or
customers; (h) Investments by the Corporation outstanding on the Preferred Stock
Issue Date; (i) transactions or arrangements with officers or directors of the
Corporation or any Subsidiary entered into in the ordinary course of business;
(j) any other contract, agreement, arrangement or transaction between the
Corporation or any of its Subsidiaries with any Affiliate; (k) other Investments
in any Person (other than a Subsidiary of the Corporation) having an aggregate
fair market value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together with
all other Investments made pursuant to this clause (k) that are at the time
outstanding, not to exceed $10 million; (l) Investments in Subsidiaries of the
Corporation formed or acquired after the Closing Date that (i) are incorporated
outside the United States, (ii) are not



                                       11


guarantors under the Senior Subordinated Notes Indenture, and (iii) if they were
guarantors, would give rise to an investment in United States property within
the meaning of Section 956 of the Internal Revenue Code of 1986, as amended from
time to time, which Investments shall not exceed in the aggregate more than $10
million outstanding at any time (treating any such Investment that is not
Indebtedness at the value thereof on the date it is made); and (m) Investments
in Equity Interests of a Person engaged in a Related Business, other than a
Person described in clause (e), through the issuance of common stock of the
Corporation.

        "Permitted Investors" means any of the affiliated investment funds of GS
Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., TCW
Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged
Income Trust IV, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II and The Northwestern Mutual Life Insurance Company.

        "Person" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or agency or political subdivision
thereof (including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business).

        "Preferred Stock Issue Date" means the date on which the Senior
Preferred Stock is originally issued by the Corporation under the Certificate of
Designation.

        "Qualified Capital Stock" means any Equity Interest that is not
Disqualified Capital Stock.

        "Qualified Exchange" means any legal defeasance, redemption, retirement,
repurchase or other acquisition of Capital Stock or Indebtedness of the
Corporation issued on or after the Preferred Stock Issue Date with the Net Cash
Proceeds received by the Corporation from the substantially concurrent sale of
its Qualified Capital Stock or any exchange of Qualified Capital Stock of the
Corporation for any Capital Stock or Indebtedness of the Corporation issued on
or after the Issue Date.

        "Quarterly Dividend Period" means the quarterly period commencing on
each January 1, April 1, July 1 and October 1 and ending on the day before the
following Dividend Payment Date.

        "Recap" means Vicar Recap, Inc., a Delaware corporation.

        "Redemption Date," with respect to any shares of Senior Preferred Stock,
means the date on which such shares of Senior Preferred Stock are redeemed by
the Corporation.

        "Related Business" means the business conducted or proposed to be
conducted by the Corporation as of the Preferred Stock Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of the
Corporation are reasonably related businesses, including reasonably related
extensions thereof.

        "Related Party" means with respect to any Excluded Person, (A) any
Affiliate, controlling stockholder, 80% or more owned Subsidiary, or spouse or
immediate family member



                                       12


(in the case of an individual) of such Excluded Person or (B) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners, owners or persons holding an 80% or more controlling interest of which
consist of such Excluded Person and/or such other persons referred to in the
immediately preceding clause (A).

        "Restricted Investment" means, in one or a series of related
transactions, any Investment, other than investments in Cash Equivalents and
other Permitted Investments; provided, however, that a merger of another Person
with or into the Corporation or a Subsidiary shall not be deemed to be a
Restricted Investment so long as the surviving entity is the Corporation or a
Subsidiary.

        "Restricted Payment" means, (a) the declaration or payment of any
dividend or other distribution in respect of Junior Securities or Equity
Interests of the Corporation or any of the Corporation's Subsidiaries, (b) any
payment on account of the purchase, redemption or other acquisition or
retirement for value of Junior Securities or Equity Interests of the Corporation
or any of the Corporation's Subsidiaries, and (c) any Restricted Investment by
such Person; provided, however, that the term "Restricted Payment" shall not
include (i) any dividend, distribution or other payment on or with respect to
Equity Interests of the Corporation to the extent payable solely in shares of
Qualified Capital Stock of the Corporation; (ii) any dividend, distribution or
other payment to the Corporation, or to any of its Subsidiaries, by the
Corporation or any of its Subsidiaries; (iii) payments made in connection with
the Merger; (iv) Permitted Investments; or (v) pro rata dividends and other
distributions on Equity Interests of any Subsidiary by such Subsidiary.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.

        "Senior Notes" means the Company Senior Notes and the Senior
Subordinated Notes.

        "Senior Preferred Stock" means the Corporation's 14% Series A Senior
Redeemable Exchangeable Cumulative Preferred Stock, par value $0.001 per share,
consisting of 3,000,000 authorized shares.

        "Senior Subordinated Notes" means the senior subordinated notes due
2010, including any such notes issued in exchange or replacement therefor,
issued by Operating Company pursuant to the Senior Subordinated Notes Indenture.

        "Senior Subordinated Notes Indenture" means that certain Indenture,
dated as of September 20, 2000, by and among Operating Company, the Subsidiaries
of Operating Company parties thereto, and Chase Manhattan Bank and Trust
Company, National Association, as trustee, pursuant to which the Senior
Subordinated Notes are issued.

        "Senior Subordinated Notes Purchase Agreement" means that certain
Purchase Agreement, dated as of September 20, 2000, by and among Operating
Company and Permitted Investors relating to the Senior Subordinated Notes.




                                       13


        "Stockholders Agreement" means that certain Stockholders Agreement,
dated as of September 20, 2000, by and among the Corporation, Green Equity
Investors III, L.P, Permitted Investors and the other signatories thereto, as
the same may be amended from time to time.

        "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50.0% of the total
voting power of the Equity Interests entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

        "Unrestricted Subsidiary" means any Subsidiary of the Corporation that
does not own any Capital Stock of, or own or hold any Lien on any property of
the Corporation or any other Subsidiary of the Corporation and that, at the time
of determination, shall be an Unrestricted Subsidiary (as designated by the
Board of Directors of the Corporation); provided, however, that (i) such
Subsidiary shall not engage, to any substantial extent, in any line or lines of
business activity other than a Related Business and (ii) neither immediately
prior thereto nor after giving pro forma effect to such designation would there
exist a Default Event. The Board of Directors may designate any Unrestricted
Subsidiary to be a Subsidiary, provided that no Default Event is existing or
will occur as a consequence thereof. Each such designation shall be evidenced by
delivering to the Holders a certified copy of the resolution giving effect to
such designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

        "Wholly owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock, Equity Interests or other ownership
interests of which (other than directors' qualifying shares and shares in
non-U.S. companies required by local law to be owned by local residents) shall
at the time be owned (i) by such Person, (ii) by one or more wholly owned
Subsidiaries of such Person or (iii) by such Person and one or more wholly owned
Subsidiaries of such Person.

               (b) Interpretation. For the purposes of this Section II.A of
Article Four of this Amended and Restated Certificate of Incorporation: (x)
words in the singular shall be deemed to include the plural and vice versa and
words of one gender shall be deemed to include the other gender as the context
requires and (y) the word "including" and words of similar import shall mean
"including, without limitation," unless the context otherwise requires or unless
otherwise specified.

2.      Rank.

        The Senior Preferred Stock shall, with respect to dividend distributions
and distributions upon the liquidation, winding up or dissolution of the
Corporation, rank senior to all classes of common stock of the Corporation, to
the Junior Preferred Stock and to each other class of capital stock or series of
preferred stock hereafter created by the Board of Directors the terms of which
do not expressly provide that it ranks senior to or on a parity with the Senior
Preferred Stock as to dividend distributions and distributions upon the
liquidation, winding up or dissolution of the



                                       14


Corporation (collectively referred to with the common stock and Junior Preferred
Stock of the Corporation as "Junior Securities"). The Senior Preferred Stock
shall, with respect to dividend distributions and distributions upon the
liquidation, winding up or dissolution of the Corporation, rank on parity with
any class of capital stock or series of preferred stock hereafter created that
expressly provides that it ranks on a parity with the Senior Preferred Stock as
to dividend distributions and distributions upon the liquidation, winding up or
dissolution of the Corporation ("Parity Securities"); provided, however, that
any such Parity Securities that were not approved by the Holders of Senior
Preferred Stock in accordance with Section 6(b)(i) hereof shall be deemed to be
Junior Securities and not Parity Securities. The Senior Preferred Stock shall,
with respect to dividend distributions and distributions upon the liquidation,
winding up or dissolution of the Corporation, rank junior to each class of
capital stock or series of preferred stock hereafter created that has been
approved by the Holders of Senior Preferred Stock in accordance with Section
6(b)(i) hereof and that expressly provides that it ranks senior to the Senior
Preferred Stock as to dividend distributions or distributions upon the
liquidation, winding up or dissolution of the Corporation ("Senior Securities").

3.      Dividends.

               (a) Beginning on the Preferred Stock Issue Date, the Holders of
the outstanding shares of Senior Preferred Stock shall be entitled to receive,
whether or not declared by the Board of Directors, out of funds legally
available therefor, distributions in the form of cash dividends on each share of
Senior Preferred Stock, at a rate per annum equal to 14% of the Liquidation
Preference (with such Liquidation Preference being determined as of the first
day of such Dividend Period) payable quarterly. All dividends shall be
cumulative, whether or not earned or declared, on a daily basis from the
Preferred Stock Issue Date and shall be payable quarterly in arrears on each
Dividend Payment Date, commencing on January 1, 2001; provided, however, that if
any dividend payable on any Dividend Payment Date is not declared and paid in
full in cash on such Dividend Payment Date, the amount payable as dividends on
such Dividend Payment Date that is not paid in cash on such Dividend Payment
Date shall be added to the Liquidation Preference on the relevant Dividend
Payment Date and may no longer be declared or paid as dividends in cash except
for special dividends paid pursuant to Section 3(f). The addition of such amount
to the Liquidation Preference shall constitute full payment of such dividend.
Dividends payable on shares of the Senior Preferred Stock for any period less
than a year shall be computed on the basis of a 360-day year of twelve 30-day
months and the actual number of days elapsed in the period for which such
Dividends are payable. Each distribution in the form of a dividend shall be
payable to the Holders of Senior Preferred Stock of record as they appear on the
stock books of the Corporation on such record dates, not less than 10 nor more
than 45 days preceding the related Dividend Payment Date, as shall be fixed by
the Board of Directors. Dividends shall cease to accumulate in respect of shares
of the Senior Preferred Stock on the Exchange Date or on the date of their
earlier redemption unless the Corporation shall have failed to issue the
appropriate aggregate principal amount of Exchange Debentures (as defined in
Section 7(a)(i) hereof) in respect of the Senior Preferred Stock on the Exchange
Date or shall have failed to pay the relevant redemption price on the date fixed
for redemption.

               (b) All dividends paid in cash with respect to shares of the
Senior Preferred Stock pursuant to Section 3(a) shall be paid pro rata to the
Holders thereof entitled thereto.


                                       15


               (c) Nothing herein contained shall in any way or under any
circumstances be construed or deemed to require the Board of Directors to
declare, or the Corporation to pay or set apart for payment, any dividends on
shares of the Senior Preferred Stock at any time; provided, however, for the
avoidance of doubt, this Section 3(c) shall not be construed or deemed to
prevent any Holder of shares of Senior Preferred Stock from receiving any
dividends to which such Holder is entitled pursuant to Section 5 or 8 hereof.

               (d) No dividends shall be declared by the Board of Directors or
paid or funds set apart for payment of dividends by the Corporation on any
Parity Securities for any period unless cumulative dividends shall have been or
contemporaneously are declared and paid in full, or declared and (in the case of
dividends payable in cash) a sum in cash set apart sufficient for such payment,
on the Senior Preferred Stock for all Dividend Periods terminating on or prior
to the date of payment of such dividends on such Parity Securities. If any
dividends are not paid in full, as aforesaid, upon the shares of the Senior
Preferred Stock and any other Parity Securities, all dividends declared upon
shares of the Senior Preferred Stock and any other Parity Securities shall be
declared pro rata based on the relative liquidation preference of the Senior
Preferred Stock and such Parity Securities. So long as any shares of the Senior
Preferred Stock are outstanding, the Corporation shall not make any payment on
account of, or set apart for payment money for a sinking or other similar fund
for, the purchase, redemption or other retirement of, any of the Parity
Securities or any warrants, rights, calls or options exercisable for or
convertible into any of the Parity Securities, and shall not permit any
corporation or other entity directly or indirectly controlled by the Corporation
to purchase, redeem or retire any of the Parity Securities or any such warrants,
rights, calls or options unless dividends determined in accordance herewith on
the Senior Preferred Stock shall have been paid or contemporaneously are
declared and paid in full.

               (e)  (i)  Holders of shares of the Senior Preferred Stock shall
be entitled to receive the dividends provided for in Section 3(a) hereof in
preference to and in priority over any dividends upon any of the Junior
Securities.

                    (ii) So long as any shares of Senior Preferred Stock are
outstanding, the Corporation shall not (1) declare, pay or set apart for payment
any dividend on any of the Junior Securities or make any payment on account of,
or set apart for payment money for a sinking or other similar fund for, the
purchase, redemption or other retirement of, any of the Junior Securities or any
warrants, rights, calls or options exercisable for or convertible into any of
the Junior Securities (other than the repurchase, redemption or other
acquisition or retirement for value of Junior Securities (and any warrants,
rights, calls or options exercisable for or convertible into such Junior
Securities) held by current or former directors, officers, employees of or
consultants or advisors to the Corporation or any of its Subsidiaries, which
repurchase, redemption or other acquisition or retirement shall have been
approved by the Board of Directors or shall have been made pursuant to certain
call options provided in the Stockholders Agreement, provided, however, that
such Junior Securities may only be repurchased, redeemed or otherwise acquired
or retired either in exchange for Junior Securities or upon the cessation of
service to the Corporation or its Subsidiaries (by termination, resignation,
retirement, death or disability or otherwise) of such director, officer,
employee, consultant or advisor), or (2) make any distribution in respect of
Junior Securities, either directly or indirectly, and whether in cash,
obligations or shares of the Corporation or other property (other than
distributions or dividends



                                       16


in Junior Securities to the holders of Junior Securities), or (3) permit any
corporation or other entity directly or indirectly controlled by the Corporation
to purchase or redeem any of the Junior Securities or any such warrants, rights,
calls or options, unless in any such case cumulative dividends determined in
accordance herewith have been paid in full in cash on the Senior Preferred Stock
and all other redemption or repayment obligations in respect of the Senior
Preferred Stock have been paid in full in cash.


                                       17


               (f) At any time and from time to time when the Liquidation
Preference per share of Senior Preferred Stock exceeds $25.00, the Corporation
may declare and pay, to the holders of record of the Senior Preferred Stock on
the record date chosen by the Corporation for such dividend, a special dividend
equal to the positive difference between the Liquidation Preference per share of
Senior Preferred Stock and $25.00 per share of Senior Preferred Stock (such
difference, the "Base Amount"), plus accrued and unpaid dividends on the Base
Amount to the date of payment. Upon payment of such a dividend, the Liquidation
Preference shall be reduced to $25.00 per share of Senior Preferred Stock.

4.      Liquidation Preference.

               (a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, the Holders of shares of Senior
Preferred Stock then outstanding shall be entitled to be paid, out of the assets
of the Corporation available for distribution to its stockholders, the
Liquidation Preference per share of Senior Preferred Stock in cash (plus an
amount in cash equal to a prorated dividend for the period from the last
Dividend Payment Date to the date fixed for liquidation, dissolution or winding
up) before any payment shall be made or any assets distributed to the holders of
any of the Junior Securities, including, without limitation, common stock of the
Corporation. Except as provided in the preceding sentence, Holders of shares of
Senior Preferred Stock shall not be entitled to any distribution in the event of
liquidation, dissolution or winding up of the affairs of the Corporation. If the
assets of the Corporation are not sufficient to pay in full the liquidation
payments payable to the Holders of outstanding shares of the Senior Preferred
Stock and all Parity Securities, then the holders of all such shares shall share
equally and ratably in such distribution of assets of the Corporation in
accordance with the amounts that would be payable on such distribution if the
amount to which the Holders of outstanding shares of Senior Preferred Stock and
the holders of outstanding shares of all Parity Securities are entitled were
paid in full.

               (b) For the purposes of this Section 4, neither the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation nor the consolidation or merger of the Corporation with or into one
or more corporations or other entities shall be deemed to be a liquidation,
dissolution or winding up of the affairs of the Corporation (unless such sale,
conveyance, exchange or transfer is in connection with a liquidation,
dissolution or winding up of the business of the Corporation).

5.      Redemption.

               (a) Optional Redemption.

                      (i) The Corporation may (subject to the legal availability
of funds therefor), at the option of the Corporation, redeem in cash at any time
or from time to time on or after September 20, 2002, from any source of funds
legally available therefor, in whole or in part, in the manner provided in
Section 5(c) hereof, any or all of the shares of the Senior Preferred Stock, at
a redemption price equal to the following percentages of the Liquidation
Preference per share (plus an amount in cash equal to a prorated dividend for
the period from the



                                       18


Dividend Payment Date immediately prior to the Redemption Date to the Redemption
Date) (the "Optional Redemption Price"), in each case beginning on September 20
of the year indicated:

               2002                         109%
               2003                         106%
               2004                         103%
               2005 and thereafter          100%

               provided, however, that no optional redemption pursuant to this
Section 5(a)(i) shall be authorized or made at any time when the Corporation is
making or required to make within the next 30 days, or purchasing shares of
Senior Preferred Stock under, a Change of Control Offer in accordance with the
provisions of Section 8 hereof.

                      (ii) In the event of a redemption pursuant to Section
5(a)(i) hereof of only a portion of the then outstanding shares of the Senior
Preferred Stock, the Corporation shall effect such redemption as it determines,
pro rata, according to the number of shares held by each Holder of Senior
Preferred Stock.

                      (iii) In the event of a firm commitment underwritten
initial public offering of common stock of the Corporation pursuant to a
registration statement under the Securities Act with aggregate gross proceeds to
the Corporation of at least $30,000,000 (the "Public Offering"), the Corporation
may (subject to the legal availability of funds therefor), at the option of the
Corporation, redeem in cash at any time or from time to time following the
consummation of the Public Offering, from any source of funds legally available
therefor, in whole or in part, in the manner provided in Section 5(c) hereof,
any or all of the shares of the Senior Preferred Stock, at a redemption price
equal to 100% percent of the Liquidation Preference per share (plus an amount in
cash equal to a prorated dividend for the period from the Dividend Payment Date
immediately prior to the Redemption Date to the Redemption Date) (the "Public
Offering Optional Redemption Price"). For the purposes of this Section 5, the
defined term "Optional Redemption Price" shall have the meaning set forth in
Section 5(a)(i) hereof or shall mean the Public Offering Optional Redemption
Price, as the case may be. In the event of a redemption pursuant to this Section
5(a)(iii) of only a portion of the then outstanding shares of the Senior
Preferred Stock, the Corporation shall effect such redemption as it determines,
pro rata, according to the number of shares held by each Holder of Senior
Preferred Stock.

               (b) Mandatory Redemption. On September 20, 2012, the Corporation
shall redeem in cash, subject to contractual and other restrictions with respect
thereto, from any source of funds legally available therefor, in the manner
provided in Section 5(c) hereof all but not less than all of the shares of the
Senior Preferred Stock then outstanding at a redemption price equal to 100% of
the Liquidation Preference per share (plus an amount in cash equal to a prorated
dividend for the period from the Dividend Payment Date immediately prior to the
Redemption Date to the Redemption Date) (the "Mandatory Redemption Price").

               (c) Procedures for Redemption.

                      (i) Written notice (the "Redemption Notice") shall be
given by first-class mail, postage prepaid, to each Holder of Senior Preferred
Stock of record on the record date



                                       19


fixed for such redemption of the Senior Preferred Stock at such Holder's address
as the same appears on the stock register of the Corporation; provided, however,
that no failure to give such notice nor any deficiency therein shall affect the
validity of the procedure for the redemption of any shares of Senior Preferred
Stock to be redeemed except as to the Holder or Holders to whom the Corporation
has failed to give said notice or except as to the Holder or Holders whose
notice was defective. The Redemption Notice shall state: (1) whether the
redemption is pursuant to Section 5(a) or 5(b) hereof; (2) the Optional
Redemption Price or the Mandatory Redemption Price, as the case may be; (3)
whether all or less than all the outstanding shares of the Senior Preferred
Stock are to be redeemed and the total number of shares of the Senior Preferred
Stock being redeemed; (4) the number of shares of Senior Preferred Stock held,
as of the appropriate record date, by the Holder that the Corporation intends to
redeem; (5) the date fixed for redemption; (6) that the Holder is to surrender
to the Corporation, at the place or places where certificates for shares of
Senior Preferred Stock are to be surrendered for redemption, in the manner and
at the price designated, his certificate or certificates representing the shares
of Senior Preferred Stock to be redeemed; and (7) that dividends on the shares
of the Senior Preferred Stock to be redeemed shall cease to accrue on such
Redemption Date unless the Corporation defaults in the payment of the Optional
Redemption Price or the Mandatory Redemption Price, as the case may be.

                      (ii) Each Holder of Senior Preferred Stock shall surrender
the certificate or certificates representing such shares of Senior Preferred
Stock to be redeemed to the Corporation, duly endorsed, in the manner and at the
place designated in the Redemption Notice, and on the Redemption Date the full
Optional Redemption Price or Mandatory Redemption Price, as the case may be, for
such shares shall be payable in cash to the Person whose name appears on such
certificate or certificates as the owner thereof, and each surrendered
certificate shall be canceled and retired. In the event that less than all of
the shares represented by any such certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares.

                      (iii) Unless the Corporation defaults in the payment in
full of the applicable redemption price, dividends on the Senior Preferred Stock
called for redemption shall cease to accumulate on the Redemption Date, and the
Holders of such redemption shares shall cease to have any further rights with
respect thereto on the Redemption Date, other than the right to receive the
Optional Redemption Price or the Mandatory Redemption Price, as the case may be,
without interest.

6.      Voting Rights.

               (a) The Holders of shares of Senior Preferred Stock, except as
otherwise required under Delaware law or as set forth in Section 6(b) below,
shall not be entitled or permitted to vote on any matter required or permitted
to be voted upon by the stockholders of the Corporation.

               (b) (i) So long as any shares of the Senior Preferred Stock are
outstanding, the Corporation shall not authorize or issue any class or series of
Parity Securities without the affirmative vote or consent of Holders of a
majority of the outstanding shares of Senior Preferred Stock, voting or
consenting, as the case may be, separately as one class, given



                                       20


in person or by proxy, either in writing or by resolution adopted at an annual
or special meeting, except that without the approval of Holders of Senior
Preferred Stock, the Corporation may authorize and issue shares of Parity
Securities in exchange for, or the proceeds of which concurrently are used to
redeem or repurchase, any or all shares of Senior Preferred Stock then
outstanding; provided, however, that, in the case of Parity Securities issued in
exchange for, or the proceeds of which are used to redeem or repurchase, less
than all shares of Senior Preferred Stock then outstanding, (1) the aggregate
liquidation preference of such Parity Securities shall not exceed the aggregate
liquidation preference of, premium and accrued and unpaid dividends on, and
expenses in connection with the refinancing of, the Senior Preferred Stock so
exchanged, redeemed or repurchased, (2) such Parity Securities shall not be
Disqualified Capital Stock and (3) the Corporation may pay dividends on such
Parity Securities in the form of cash or such Parity Securities.

                      (ii) So long as any shares of the Senior Preferred Stock
are outstanding, the Corporation shall not authorize or issue any class or
series of Senior Securities without the affirmative vote or consent of Holders
of a majority of the outstanding shares of Senior Preferred Stock, voting or
consenting, as the case may be, separately as one class, given in person or by
proxy, either in writing or by resolution adopted at an annual or special
meeting.

                      (iii) So long as any shares of the Senior Preferred Stock
are outstanding, the Corporation shall not amend this Amended and Restated
Certificate of Incorporation, so as to affect adversely the specified rights,
preferences, privileges or voting rights of Holders of shares of Senior
Preferred Stock or to authorize the issuance of any additional shares of Senior
Preferred Stock without the affirmative vote or consent of Holders of a majority
of the outstanding shares of Senior Preferred Stock, voting or consenting, as
the case may be, separately as one class, given in person or by proxy, either in
writing or by resolution adopted at an annual or special meeting.

                      (iv) The affirmative vote or consent of Holders of a
majority of the outstanding shares of Senior Preferred Stock, voting or
consenting, as the case may be, separately as one class, whether voting in
person or by proxy, either in writing or by resolution adopted at an annual or
special meeting, may waive compliance with any provision of Section II.A or II.B
of Article Four of this Amended and Restated Certificate of Incorporation.

               (c) In any case in which the Holders of shares of the Senior
Preferred Stock shall be entitled to vote pursuant to this Section 6 or pursuant
to Delaware law, each Holder of shares of the Senior Preferred Stock shall be
entitled to one vote for each share of Senior Preferred Stock held.

7.      Optional Exchange.

               (a) Conditions.

                      (i) Subject to contractual and other restrictions with
respect thereto, the Corporation may, at its option on any Dividend Payment Date
(the "Exchange Date"), exchange all, but not less than all, of the then
outstanding shares of Senior Preferred Stock into the Corporation's 14% Senior
Subordinated Debentures due 2012 (the "Exchange Debentures").



                                       21


The Exchange Debentures shall be subordinated to the Senior Notes to the same
extent as the Senior Notes are subordinated to Senior Indebtedness (as defined
in the Indentures), and shall contain no covenant or agreements that are more
restrictive to the Corporation than those contained in the Indentures. To
exchange Senior Preferred Stock into Exchange Debentures, the Corporation shall
send a written notice of exchange (the "Exchange Notice") by first class mail to
each Holder of Senior Preferred Stock, which notice shall state: (A) that the
Corporation has elected to exchange the Senior Preferred Stock into Exchange
Debentures pursuant to this Section 7; (B) the Exchange Date, which shall be the
next succeeding Dividend Payment Date and shall not be less than 20 days
following the date on which the Exchange Notice is mailed; (C) that the Holder
is to surrender to the Corporation, at the place or places where certificates
for shares of Senior Preferred Stock are to be surrendered for exchange, in the
manner designated in the Exchange Notice, such Holder's certificate or
certificates representing the shares of Senior Preferred Stock to be exchanged
(properly endorsed or assigned for transfer); (D) that dividends on the shares
of Senior Preferred Stock to be exchanged shall cease to accrue, and the Holders
of such shares shall cease to have any further rights with respect to such
shares (other than the right to receive Exchange Debentures), on the Exchange
Date whether or not certificates for shares of Senior Preferred Stock are
surrendered for exchange on the Exchange Date unless the Corporation shall
default in the delivery of Exchange Debentures; and (E) that interest on the
Exchange Debentures shall accrue from and after the Exchange Date whether or not
certificates for shares of Senior Preferred Stock are surrendered for exchange
on the Exchange Date. On the Exchange Date, if the conditions set forth in
clauses (I) through (IV) below are satisfied, the Corporation shall issue
Exchange Debentures in exchange for the Senior Preferred Stock as provided in
the next paragraph; provided, however, that on the Exchange Date: (I) there
shall be legally available funds sufficient therefor (including, without
limitation, legally available funds sufficient therefor under Sections 160 and
170 (or any successor provisions) of the GCL); (II) either (A) a registration
statement relating to the Exchange Debentures shall have been declared effective
under the Securities Act prior to such exchange and shall continue to be in
effect on the Exchange Date or (B)(i) the Corporation shall have obtained a
written opinion of counsel that an exemption from the registration requirements
of the Securities Act is available for such exchange and that, upon receipt of
such Exchange Debentures pursuant to such exchange made in accordance with such
exemption, the holders (assuming such holder is not an Affiliate of the
Corporation) thereof will not be subject to any restrictions imposed by the
Securities Act upon the resale thereof other than restrictions that such holders
were subject to immediately prior to such exchange and (ii) such exemption is
relied upon by the Corporation for such exchange; (III) the Exchange Indenture
and the trustee thereunder (the "Trustee") shall have been qualified under the
Trust Indenture Act of 1939, as amended, if such qualification is required; and
(IV) immediately after giving effect to such exchange, no default or event of
default would exist under the Exchange Indenture.

               In the event that the issuance of the Exchange Debentures is not
permitted on the Exchange Date set forth in the Exchange Notice, or any of the
conditions set forth in clauses (I) through (IV) of the preceding sentence are
not satisfied on the Exchange Date set forth in the Exchange Notice, the
Exchange Date shall be deemed to be the first business day thereafter, if any,
upon which all of such conditions are satisfied.

                      (ii) Upon any exchange pursuant to Section 7(a)(i), each
Holder of outstanding shares of Senior Preferred Stock shall be entitled to
receive Exchange Debentures in



                                       22


a principal amount equal to the sum of (x) the Liquidation Preference of such
Holder's shares of Senior Preferred Stock and (y) the amount of accumulated and
unpaid dividends thereon, if any, to the Exchange Date; provided, however, that
the Corporation may pay cash in lieu of issuing an Exchange Note in a principal
amount of less than $25.00.

               (b) Procedure for Exchange.

                      (i) On or before the Exchange Date, each Holder of Senior
Preferred Stock shall surrender the certificate or certificates representing
such shares of Senior Preferred Stock, in the manner and at the place designated
in the Exchange Notice. The Corporation shall cause the Exchange Debentures to
be executed on the Exchange Date and, upon surrender in accordance with the
Exchange Notice of the certificates for any shares of Senior Preferred Stock so
exchanged (properly endorsed or assigned for transfer), such shares shall be
exchanged by the Corporation into Exchange Debentures. The Corporation shall pay
interest on the Exchange Debentures at the rate and on the dates specified
therein from the Exchange Date.

                      (ii) Subject to the conditions set forth in Section 7(a),
if notice has been mailed as aforesaid, and if before the Exchange Date (A) the
Exchange Indenture shall have been duly executed and delivered by the
Corporation and the Trustee and (B) all Exchange Debentures necessary for such
exchange shall have been duly executed by the Corporation and delivered to the
Trustee with irrevocable instructions to authenticate the Exchange Debentures
necessary for such exchange, then the rights of the Holders of shares of the
Senior Preferred Stock as stockholders of the Corporation shall cease (except
the right to receive Exchange Debentures), and the Person or Persons entitled to
receive the Exchange Debentures issuable upon exchange shall be treated for all
purposes as the registered Holder or Holders of such Exchange Debentures as of
the date of exchange without any further action of the Holders of Senior
Preferred Stock.

8.      Change of Control Offer.

        Subject to contractual and other restrictions with respect thereto, upon
the occurrence of a Change of Control, the Corporation shall make an offer (a
"Change of Control Offer") to each Holder of Senior Preferred Stock to
repurchase any or all of such Holder's shares of Senior Preferred Stock at a
purchase price in cash equal to 101.0% of the aggregate liquidation preference
thereof plus accumulated and unpaid dividends thereon, if any, to the date of
repurchase (the "Change of Control Payment").

        (a) Within 30 days following any Change of Control, the Corporation
shall mail a notice to each Holder of Senior Preferred Stock stating: (i) that
the Change of Control Offer is being made pursuant to this Section 8 and that
all shares of Senior Preferred Stock tendered will be accepted for payment; (ii)
the purchase price and the purchase date, which shall be no sooner than 30 nor
later than 60 days from the date such notice is mailed (the "Change of Control
Payment Date"); (iii) that any shares not tendered will continue to accumulate
dividends; (iv) that, unless the Corporation defaults in the payment of the
Change of Control Payment, all shares of Senior Preferred Stock accepted for
payment pursuant to the Change of Control Offer shall cease to accumulate
dividends after the Change of Control Payment Date; (v) that Holders electing to
have any shares of Senior Preferred Stock repurchased pursuant to a Change of



                                       23


Control Offer will be required to surrender such shares to the Corporation or
its paying agent at the address specified in the notice prior to the close of
business on the third Business Day preceding the Change of Control Payment Date;
(vi) that Holders will be entitled to withdraw their election if the Corporation
or the paying agent, as the case may be, receives, not later than the close of
business on the third Business Day preceding the Change of Control Payment Date,
a telegram, telex, facsimile transmission or letter setting forth the name of
the Holder, the number of shares of Senior Preferred Stock delivered for
repurchase, and a statement that such Holder is withdrawing his election to have
such shares repurchased; and (vii) that Holders whose shares of Senior Preferred
Stock are being repurchased only in part will be issued new shares of Senior
Preferred Stock equal in Liquidation Preference to the unpurchased portion of
the shares of Senior Preferred Stock surrendered.

        (b) On the Change of Control Payment Date, the Corporation shall, to the
extent lawful, (i) accept for payment all shares of Senior Preferred Stock or
portions thereof properly tendered pursuant to the Change of Control Offer and
(ii) deposit with the Corporation's paying agent an amount equal to the Change
of Control Payment in respect of all shares of Senior Preferred Stock or
portions thereof so tendered. The Corporation or its paying agent, as the case
may be, shall promptly mail to each Holder of shares of Senior Preferred Stock
so tendered the Change of Control Payment for such shares or portions thereof.
The Corporation shall promptly issue a certificate representing shares of Senior
Preferred Stock and mail to each Holder a new certificate representing shares of
Senior Preferred Stock equal in Liquidation Preference to any unpurchased
portion of such shares surrendered by such Holder, if any. The Corporation shall
notify the remaining holders of Senior Preferred Stock of the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

        (c) The Corporation shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of shares of Senior Preferred Stock in connection with a Change of
Control.

        (d) The Corporation's obligations with respect to a Change of Control
Offer shall be satisfied to the extent actually performed by a third party in
accordance with the terms of this Section 8.

9.      Conversion or Exchange.

        The Holders of shares of Senior Preferred Stock shall not have any
rights hereunder to convert such shares into or exchange such shares for shares
of any other class or classes or of any other series of any class or classes of
Capital Stock of the Corporation.

10.     Preemptive Rights.

        No shares of Senior Preferred Stock shall have any rights of preemption
whatsoever as to any securities of the Corporation, or any warrants, rights or
options issued or granted with respect thereto, regardless of how such
securities or such warrants, rights or options may be designated, issued or
granted.




                                       24


11.     Reissuance of Senior Preferred Stock.

        Shares of Senior Preferred Stock that have been issued and reacquired in
any manner, including shares purchased or redeemed or exchanged, shall (upon
compliance with any applicable provisions of the laws of Delaware) have the
status of authorized but unissued shares of preferred stock of the Corporation
undesignated as to series and may be designated or redesignated and issued or
reissued, as the case may be, as part of any series of preferred stock of the
Corporation; provided, however, that such shares may not in any event be
reissued as Senior Preferred Stock.

12.     Business Day.

        If any payment, redemption or exchange shall be required by the terms
hereof to be made on a day that is not a Business Day, such payment, redemption
or exchange shall be made on the immediately succeeding Business Day, and no
interest shall accrue for the intervening period.

13.     Certain Additional Provisions.

               (a) Restricted Payments. The Corporation shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly make any Restricted
Payment, unless, at the time of such Restricted Payment: (1) no Default Event
shall have occurred and be continuing or would occur as a consequence thereof;
and (2) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Corporation and its Subsidiaries after the
Preferred Stock Issue Date, does not exceed the sum (the "Basket") of (a) (i)
Consolidated EBITDA of the Corporation for the period (taken as one accounting
period), commencing on the first day of the first fiscal quarter commencing on
or prior to the Preferred Stock Issue Date, to and including the last day of the
fiscal quarter ended immediately prior to the date of each such calculation (or,
in the event Consolidated EBITDA for such period is a deficit, then minus such
deficit) less (ii) 150% of Consolidated Fixed Charges for such period, plus (b)
the aggregate Net Cash Proceeds received by the Corporation from the sale of the
Corporation's Qualified Capital Stock (other than in each case (i) to a
Subsidiary of the Corporation, (ii) to the extent applied in connection with a
Qualified Exchange and (iii) to the extent applied to repurchase Capital Stock
pursuant to clause (iii) of the definition of Other Permitted Payments after the
Preferred Stock Issue Date). The foregoing provisions of this Section 13(a)
shall not prohibit the following Restricted Payments: (A) a Qualified Exchange;
(B) the payment of any dividend within 60 days after the date of declaration
thereof, if at said date of declaration such payment would have complied with
the provisions of Section II.A or II. B of Article Four of this Amended and
Restated Certificate of Incorporation; and (C) Other Permitted Payments. The
full amount of any Restricted Payment made pursuant to clause (B) of the
immediately preceding sentence (but not pursuant to clauses (A) or (C) of the
immediately preceding sentence), however, will be deducted in the calculation of
the aggregate amount of Restricted Payments available to be made pursuant to the
Basket. The amount of any Restricted Payment, if other than in cash, shall be
the fair market value thereof, as determined in the good faith reasonable
judgment of the Board of Directors.

               (b) Reports. So long as any shares of Senior Preferred Stock are
outstanding, the Corporation shall furnish to each Holder of Senior Preferred
Stock (at such Holder's address listed in the register of Holders maintained by
the transfer agent and registrar of the Senior



                                       25


Preferred Stock): (i) beginning at the end of the Corporation's first fiscal
year ending after the Preferred Stock Issue Date, all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if the Corporation were required to file such
forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and, with respect to the annual information only, a
report thereon by the Corporation's certified independent accountants, and (ii)
all current reports that would be required to be filed with the SEC on Form 8-K
if the Corporation were required to file such reports.

14.     Transfer Restrictions.

        The certificates evidencing shares of Senior Preferred Stock shall,
until the second anniversary of the date of original issuance of such shares,
unless otherwise agreed by the Corporation and the holders of any such
certificates, bear a legend substantially to the following effect:

        "The Senior Preferred Stock evidenced hereby was originally issued in a
transaction exempt from registration under Section 5 of the United States
Securities Act of 1933, as amended (the "Securities Act"), and the Senior
Preferred Stock evidenced hereby may not be offered, sold or otherwise
transferred in the absence of such registration or an applicable exemption
therefrom. Each purchaser of the Senior Preferred Stock evidenced hereby is
hereby notified that the seller may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A thereunder.
The Holder of the Senior Preferred Stock evidenced hereby agrees for the benefit
of the Corporation that (A) such Senior Preferred Stock may be offered, resold,
pledged or otherwise transferred, only (a) inside the United States to a Person
whom the seller reasonably believes is a qualified institutional buyer (as
defined in Rule 144A) in a transaction meeting the requirements of Rule 144A,
(b) outside the United States to a foreign Person in a transaction meeting the
requirements of Rule 903 or Rule 904 of Regulation S under the Securities Act,
(c) in a transaction meeting the requirements of Rule 144 under the Securities
Act, (d) to the Corporation, (e) pursuant to an effective registration statement
or (f) in accordance with another exemption from the registration requirements
of the Securities Act (and based upon an opinion of counsel if the Corporation
so requests), and, in each case, in accordance with any applicable securities
laws of any state of the United States or any other applicable jurisdiction and
(B) the holder will, and each subsequent holder is required to, notify any
purchaser from it of the Senior Preferred Stock evidenced hereby of the resale
restrictions set forth in (A) above."

The shares of Senior Preferred Stock not otherwise registered pursuant to an
effective registration statement under the Securities Act shall be subject to
the restrictions on transfer set forth in the legend referred to above until the
second anniversary of the date of original issuance of such shares of Senior
Preferred Stock.

B.  Series B Junior Preferred Stock

        The 12% Series B Junior Redeemable Cumulative Preferred Stock (the
"Junior Preferred Stock"), par value $0.001 per share, consists of 3,000,000
authorized shares and has the powers,



                                       26


designations and preferences, the relative, participating, optional and other
special rights and the qualifications, limitations and restrictions thereof as
follows:

1.     Definitions and Interpretation.

               (a) Definitions. As used in this Section II. B of Article Four of
this Amended and Restated Certificate of Incorporation, the following terms
shall have the following meanings, unless the context otherwise requires:

        "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.

        "Amended and Restated Certificate of Incorporation" means the
Corporation's Amended and Restated Certificate of Incorporation.

        "Bank Facility" means the one or more credit agreements (including,
without limitation, the Credit Agreement, dated as of September 20, 2000, by and
among Operating Company, as borrower, the Corporation, certain subsidiaries of
Operating Company, as guarantors, the financial institutions parties thereto,
Goldman Sachs Credit Partners L.P., as sole lead arranger and sole syndication
agent, and Wells Fargo Bank, N.A., as administrative agent and collateral agent)
entered into by and among Operating Company, certain of its subsidiaries (if
any) and certain financial institutions, which provide for in the aggregate one
or more term loans and/or revolving credit and letter of credit facilities,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, as such credit agreement and/or
related documents may be amended, restated, supplemented, renewed, replaced or
otherwise modified from time to time whether or not with the same agent,
trustee, representative lenders or holders, and, subject to the proviso to the
next succeeding sentence irrespective of any changes in the terms and conditions
thereof. Without limiting the generality of the foregoing, the term "Bank
Facility" shall include any amendment, amendment and restatement, renewal,
extension, restructuring, supplement or modification to any such credit
agreement and all refundings, refinancings and replacements of any such credit
agreement, including any agreement (i) extending the maturity of any
Indebtedness incurred thereunder or contemplated thereby, (ii) adding or
deleting borrowers or guarantors thereunder; provided, however, that the
borrowers and issuers include one or more of the Corporation and its
Subsidiaries and their respective successors and assigns, (iii) increasing the
amount of Indebtedness incurred thereunder or available to be borrowed
thereunder, or (iv) otherwise altering the terms and conditions thereof in a
manner not prohibited by the terms hereof.

        "Beneficial Owner" or "beneficial owner" for purposes of the definition
of Change of Control and Affiliate has the meaning attributed to it in Rules
13d-3 and 13d-5 under the Exchange Act (as in effect on the Preferred Stock
Issue Date), whether or not applicable.

        "Board of Directors" means the Board of Directors of the Corporation.



                                       27


        "Business Day" means any day that is not a Saturday, a Sunday or a day
on which banking institutions in the Corporation's principal place of business,
the City of New York or at a place of payment are not required to be open.

        "Capital Stock" means, with respect to any corporation, any and all
shares, interests, rights to purchase (other than convertible or exchangeable
Indebtedness that is not itself otherwise capital stock), warrants, options,
participations or other equivalents of or interests (however designated) in
stock issued by that corporation.

        "Capitalized Lease Obligation" means, as to any Person, the obligations
of such Person under a lease that are required to be classified and accounted
for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

        "Cash Equivalent" means, as at any date of determination, (i) marketable
securities (a) issued or directly and unconditionally guaranteed as to interest
and principal by the United States Government or (b) issued by any agency of the
United States the obligations of which are backed by the full faith and credit
of the United States, in each case maturing within one year after such date;
(ii) marketable direct obligations issued by any state of the United States or
any political subdivision of any such state or any public instrumentality
thereof, in each case maturing within one year after such date and having, at
the time of the acquisition thereof, the highest rating obtainable from either
Standard & Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc.
("Moody's"); (iii) commercial paper maturing no more than one year from the date
of creation thereof and having, at the time of the acquisition thereof, a rating
of at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates of
deposit or bankers' acceptances maturing within one year after such date and
issued or accepted by any commercial bank organized under the laws of the United
States or any state thereof or the District of Columbia that (a) is at least
"adequately capitalized" (as defined in the regulations of its primary Federal
banking regulator) and (b) has Tier 1 capital (as defined in such regulations)
of not less than $100,000,000; and (v) shares of any money market mutual fund
that (a) has at least 95% of its assets invested continuously in the types of
investments referred to in clauses (i) and (ii) above, (b) has net assets of not
less than $500,000,000, and (c) has the highest rating obtainable from either
S&P or Moody's.

        "Certificate of Designation " means the Corporation's Certificate of
Designation dated as of September 20, 2000.

        "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or more related transactions, of all or
substantially all of the properties and assets of the Corporation and its
Subsidiaries taken as a whole to any "person" (as such term is used in Section
13(d)(3) of the Exchange Act), other than an Excluded Person or Excluded
Persons, (ii) the adoption of a plan relating to the liquidation or dissolution
of the Corporation, (iii) the consummation of any transaction or other event
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as defined above), other than an Excluded Person or
Excluded Persons, becomes the "beneficial owner" (as such term is defined in
Rule



                                       28


13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the voting stock of the Corporation, or (iv) the first day on which
a majority of the members of the Board of Directors are not Continuing
Directors. Notwithstanding the foregoing, under no circumstances shall transfers
among Green Equity Investors III, L.P. and the Co-Investors and their respective
Affiliates or distributions to limited partners of Green Equity Investors III,
L.P. or to the members of the Co-Investors be deemed a Change of Control.

        "Co-Investors" means VCA Co-Investment Fund I, LLC, VCA Co-Investment
Fund II, LLC, VCA Co-Investment Fund III, LLC, VCA Co-Investment Fund IV, LLC,
VCA Co-Investment Fund V, LLC, VCA Co-Investment Fund VI, LLC, VCA Co-Investment
Fund VII, LLC and VCA Co-Investment Fund VIII, LLC.

        "Company Purchase Agreement" means that certain Purchase Agreement,
dated as of September 20, 2000, by and among the Corporation, GS Mezzanine
Partners II, L.P and Permitted Investors relating to the Company Senior Notes.

        "Company Senior Notes" means the senior notes due 2010, any Exchange
Notes (as defined in the Company Purchase Agreement) and any PIK Notes (as
defined in the Company Senior Notes Indenture), including any such notes issued
in exchange or replacement therefor, issued pursuant to the Company Senior Notes
Indenture.

        "Company Senior Notes Indenture" means that certain Indenture, dated as
of September 20, 2000, by and between the Corporation and Chase Manhattan Bank
and Trust Company, National Association, as trustee, pursuant to which the
Company Senior Notes are issued.

        "Consolidated" means, with respect to the Corporation, the consolidated
accounts of its Subsidiaries with those of the Corporation, all in accordance
with GAAP; provided, however, that "consolidated" will not include consolidation
of the accounts of any Unrestricted Subsidiary with the accounts of the
Corporation.

        "Consolidated EBITDA" means, with respect to any Person, for any period,
the Consolidated Net Income of such Person and its Consolidated Subsidiaries for
such period adjusted to add thereto (to the extent deducted from net revenues in
determining Consolidated Net Income), without duplication, the sum of (i) an
amount equal to any extraordinary or non-recurring loss plus any net loss
realized in connection with the sale or other disposition of assets outside the
ordinary course of business, the disposition of any securities by such Person or
any of its Subsidiaries or the extinguishment of any Indebtedness by such Person
or its Subsidiaries, (ii) consolidated income taxes, (iii) consolidated
depreciation and amortization (including amortization of debt issuance costs in
connection with any Indebtedness of such Person and its Subsidiaries), (iv)
Consolidated Fixed Charges; (v) payments pursuant to the Management Services
Agreement (or the corresponding provisions of any agreement amending, extending
or replacing the Management Services Agreement); and (vi) all other non-cash
charges.

        "Consolidated Fixed Charges" of any Person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of (a) interest expensed or capitalized, paid, accrued, or scheduled
to be paid or accrued (including, in accordance with the following sentence,
interest attributable to Capitalized Lease Obligations) of



                                       29


such Person and its Consolidated Subsidiaries during such period, excluding
amortization of debt issuance costs incurred in connection with the Senior Notes
or the Bank Facility but including (i) original issue discount and non-cash
interest payments or accruals on any Indebtedness, (ii) the interest portion of
all deferred payment obligations, and (iii) all commissions, discounts and other
fees and charges owed with respect to bankers' acceptances and letters of credit
financings and currency and Interest Swap and Hedging Obligations (and minus net
amounts received under Hedging Obligations), in each case to the extent
attributable to such period, and (b) the amount of cash dividends paid by such
Person or any of its Consolidated Subsidiaries in respect of preferred stock
(other than by Subsidiaries of such Person to such Person or such Person's
wholly owned Subsidiaries). For purposes of this definition, (x) interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by the Corporation to be the rate of interest implicit in
such Capitalized Lease Obligation in accordance with GAAP and (y) to the extent
such expense would result in a liability upon the consolidated balance sheet of
such Person in accordance with GAAP, interest expense attributable to any
Indebtedness represented by the guaranty by such Person or a Subsidiary of such
Person of an obligation of another Person shall be deemed to be the interest
expense attributable to the Indebtedness guaranteed. Notwithstanding the
foregoing, Consolidated Fixed Charges shall not include costs, fees and expenses
incurred in connection with the Merger, and any non-cash charge or expense
associated with the write-off of deferred debt issuance costs associated with
the Bank Facility or the Senior Notes.

        "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided, however, that (a) the Net Income (but not loss) of any
Person that is not a Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the specified Person or one of its wholly owned
Subsidiaries, (b) the Net Income of any Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree or order, or any non-U.S. statute, rule
or governmental regulation applicable to that Subsidiary or its stockholders,
(c) the Net Income of any Person acquired in a pooling of interests transaction
for any period prior to the date of such acquisition shall be excluded, (d) the
cumulative effect of a change in accounting principles shall be excluded, and
(e) the costs, fees and expenses, including payments of management bonuses,
incurred in connection with the transactions contemplated by the Merger
Agreement shall be excluded, including (i) any charge incurred by any Person or
its Subsidiaries arising out of the repurchase at $15 per share on the closing
date of the Merger of restricted capital stock of such Person or its
Subsidiaries held by certain employees of such Person or its Subsidiaries, (ii)
any financing, legal, accounting, investment banking or other professional fees
and expenses incurred in connection with the Merger, (iii) any other costs and
expenses incurred by any Person and its Subsidiaries in connection with the
Merger arising pursuant to certain noncompetition agreements executed with
members of senior management of such Person, in connection with the termination
of certain employment contracts of such Person and its Subsidiaries and in
connection with stay bonuses provided to certain employees of such Person and
its Subsidiaries, and (iv) premium payments payable to certain note holders of
such Person.




                                       30


        "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (i) was a member of the Board of Directors
immediately after consummation of the Merger or (ii) was nominated for election
or elected to the Board of Directors with the approval, recommendation or
endorsement of a majority of the Continuing Directors who were members of the
Board of Directors at the time of such nomination or election.

        "Control" means (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as used with
respect to any Person, the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
directly or through one or more intermediaries, whether through the ownership of
voting securities, by contract, or otherwise; provided, however, that, with
respect to any ownership interest in the Corporation and its Subsidiaries, a
Beneficial Owner of 10% or more of the total voting power normally entitled to
vote in the election of directors, managers or trustees, as applicable, shall
for such purposes be deemed to constitute control.

        "Default Event" means any of the following events: (i) any time when the
Corporation fails to make a mandatory redemption of the Junior Preferred Stock
when required (whether or not any contractual or other restrictions apply to
such redemption) pursuant to Section 5(b) hereof; or (ii) any time when the
Corporation fails to make an offer to repurchase all of the outstanding shares
of Junior Preferred Stock following a Change of Control, if such offer to
repurchase is required to be made pursuant to Section 7(a) hereof (whether or
not any contractual or other restrictions apply to such redemption).

        "Disqualified Capital Stock" means (a) except as set forth in (b), with
respect to any Person, any Equity Interest of such Person that, by its terms or
by the terms of any security into which it is convertible, exercisable or
exchangeable, is, or upon the happening of an event or the passage of time or
both would be, required to be redeemed or repurchased (including at the option
of the holder thereof) by such Person or any of its Subsidiaries, in whole or in
part, on or prior to September 20, 2012 and (b) with respect to any Subsidiary
of such Person (including with respect to any Subsidiary of the Corporation),
any Equity Interests other than any common equity with no preference,
privileges, or redemption or repayment provisions and preferred equity owned by
the Corporation or one of its Subsidiaries.

        "Dividend Payment Date" means January 1, April 1, July 1 and October 1
of each year.

        "Dividend Period" means the Initial Dividend Period and, thereafter,
each Quarterly Dividend Period.

        "Equity Interest" of any Person means any shares, interests,
participations or other equivalents (however designated) in such Person's
equity, and shall in any event include any Capital Stock issued by, or
partnership or membership interests in, such Person.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

        "Excluded Persons" means (i) Green Equity Investors III, L.P., (ii) the
Co-Investors, and (iii) their Related Parties.



                                       31


        "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession in the United States as in effect on the Preferred Stock
Issue Date.

        "Holder" means a Person in whose name a share of Junior Preferred Stock
is registered.

        "Indebtedness" of any Person means, without duplication, (a) all
liabilities and obligations, contingent or otherwise, of any such Person, to the
extent such liabilities and obligations would appear as a liability upon the
consolidated balance sheet of such Person in accordance with GAAP, (i) in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such Person or only to a portion thereof), (ii) evidenced
by bonds, notes, debentures or similar instruments, (iii) representing the
balance deferred and unpaid of the purchase price of any property or services,
except those incurred in the ordinary course of its business that would
constitute ordinarily a trade payable to trade creditors; (b) all liabilities
and obligations, contingent or otherwise, of such Person (i) evidenced by
bankers' acceptances or similar instruments issued or accepted by banks, (ii)
relating to any Capitalized Lease Obligation, or (iii) evidenced by a letter of
credit or a reimbursement obligation of such Person with respect to any letter
of credit; (c) all net obligations of such Person under Interest Swap and
Hedging Obligations; (d) all liabilities and obligations of others of the kind
described in the preceding clauses (a), (b) or (c) that such Person has
guaranteed or that is otherwise its legal liability or that are secured by one
or more Liens on any assets or property of such Person; provided, however, that
if the liabilities or obligations that are secured by a Lien have not been
assumed in full by such Person or are not such Person's legal liability in full,
the amount of such Indebtedness for the purposes of this definition shall be
limited to the lesser of the amount of such Indebtedness secured by such Lien or
the fair market value of the assets or property securing such Lien; (e) any and
all deferrals, renewals, extensions, refinancing and refundings (whether direct
or indirect) of, or amendments, modifications or supplements to, any liability
of the kind described in any of the preceding clauses (a), (b), (c) or (d), or
this clause (e), whether or not between or among the same parties; and (f) all
Disqualified Capital Stock of such Person (measured at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends). For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock that does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock.

        "Indentures" means the Company Senior Note Indenture and the Senior
Subordinated Notes Indenture.

        "Initial Dividend Period" means the dividend period commencing on the
Preferred Stock Issue Date and ending on the day before the first Dividend
Payment Date to occur thereafter.

        "Interest Swap and Hedging Obligation" means any obligation of any
Person pursuant to any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate exchange agreement,
currency exchange agreement or any other agreement or arrangement designed to
protect against fluctuations in interest rates or currency values,



                                       32


including, without limitation, any arrangement whereby, directly or indirectly,
such Person is entitled to receive from time to time periodic payments
calculated by applying either a fixed or floating rate of interest on a stated
notional amount in exchange for periodic payments made by such Person calculated
by applying a fixed or floating rate of interest on the same notional amount.

        "Investment" by any Person in any other Person means (without
duplication) (a) the acquisition (whether by purchase, merger, consolidation or
otherwise) by such Person (whether for cash, property, services, securities or
otherwise) of capital stock, bonds, notes, debentures, partnership or other
ownership interests or other securities, including any options or warrants, of
such other Person or any agreement to make any such acquisition; (b) the making
by such Person of any deposit with, or advance, loan or other extension of
credit to, such other Person (including the purchase of property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such property to such other Person) or any commitment to make any such
advance, loan or extension (but excluding accounts receivable, endorsements for
collection or deposits arising in the ordinary course of business) other than
guarantees of Indebtedness of the Corporation or any Subsidiary; (c) the making
of any capital contribution by such Person to such other Person; and (d) the
designation by the Board of Directors of the Corporation of any Person to be an
Unrestricted Subsidiary. The Corporation shall be deemed to make an Investment
in an amount equal to the fair market value of the net assets of any subsidiary
(or, if neither the Corporation nor any of its Subsidiaries has theretofore made
an Investment in such subsidiary, in an amount equal to the Investments being
made), at the time that such subsidiary is designated an Unrestricted
Subsidiary, and any property transferred to an Unrestricted Subsidiary from the
Corporation or a Subsidiary of the Corporation shall be deemed an Investment
valued at its fair market value at the time of such transfer. The amount of any
such Investment shall be reduced by any liabilities or obligations of the
Corporation or any of its Subsidiaries to be assumed or discharged in connection
with such Investment by an entity other than the Corporation or any of its
Subsidiaries. For purposes of clarification and greater certainty, the
designation of a newly formed subsidiary as an Unrestricted Subsidiary shall not
constitute an Investment.

        "Junior Preferred Stock" means the Corporation's 12% Series B Junior
Redeemable Cumulative Preferred Stock, par value $0.001 per share, consisting of
3,000,000 authorized shares.

        "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or
immovable, now owned or hereafter acquired.

        "Liquidation Preference" means, as of any date, the sum of (a) $25.00
per share of Junior Preferred Stock, plus (b) accrued and unpaid dividends added
to the Liquidation Preference in accordance with Section 3(a), minus (c) the
Base Amount of any special dividend paid pursuant to Section 3(f).

        "Management Services Agreement" means that certain Management Services
Agreement, dated as of the September 20, 2000, by and between Leonard Green &
Partners, L.P., Operating Company and the Corporation, providing for certain
fees, expenses and reimbursements to be



                                       33


paid to Leonard Green & Partners, L.P., as such Management Services Agreement
may be amended from time to time.

        "Merger" means the merger of Recap with and into the Corporation in
accordance with the provisions of the Merger Agreement.

        "Merger Agreement" means that certain Amended and Restated Agreement and
Plan of Merger, dated as of August 11, 2000, between the Corporation, Operating
Company and Recap, as the same may be further amended from time to time.

        "Net Cash Proceeds" means the aggregate amount of cash or Cash
Equivalents received by the Corporation in the case of a sale of Qualified
Capital Stock plus, in the case of an issuance of Qualified Capital Stock upon
any exercise, exchange or conversion of securities (including options, warrants,
rights and convertible or exchangeable debt) of the Corporation that were issued
for cash on or after the Preferred Stock Issue Date, the amount of cash
originally received by the Corporation upon the issuance of such securities
(including options, warrants, rights and convertible or exchangeable debt) less
the sum of all payments, fees, commissions and expenses (including, without
limitation, the fees and expenses of legal counsel and investment banking fees
and expenses) incurred in connection with such sale or issuance of Qualified
Capital Stock.

        "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with the (A) sale or other disposition of assets
outside the ordinary course of business, or (B) disposition of any securities by
such Person or any of its Subsidiaries or the extinguishment of any Indebtedness
of such Person or any of its Subsidiaries, (ii) any extraordinary or
nonrecurring gain (but not loss), together with any related provision for taxes
on such extraordinary or nonrecurring gain (but not loss), and (iii) any
non-cash compensation expense of such Person attributable to the exercise of
options to acquire Capital Stock of the Corporation by any officers, directors
or employees of the Corporation or any of its Subsidiaries in each case prior
to, or in connection with, the consummation of the Merger.

        "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

        "Operating Company" means Vicar Operating, Inc., a Delaware corporation.

        "Other Permitted Payments" means, without duplication, (i) compensation,
indemnification and other benefits paid or made available (A) pursuant to the
employment agreements between the Corporation and members of its senior
management, (B) for or in connection with services actually rendered to the
Corporation and comparable to those generally paid or made available by entities
engaged in the same or similar businesses (including reimbursement or
advancement of reasonable out-of-pocket expenses) and loans to officers,
directors and employees, (x) in the ordinary course of business or (y) to
purchase common stock of the Corporation in an amount not to exceed $10 million;
(ii) payments pursuant to the



                                       34


Management Services Agreement (or the corresponding provisions of any agreement
amending, extending or replacing the Management Services Agreement); (iii) the
repurchase of common stock, stock options and stock equivalents of the
Corporation held by current or former directors, officers, employees of or
consultants and advisors to the Corporation or any of its Subsidiaries
("Management Stock Repurchases") in an amount of $5 million at the end of fiscal
year 2000, and such amount shall be increased by $1 million a year for each
fiscal year thereafter, plus the amount of any net cash proceeds to the
Corporation from: (A) sales of Capital Stock of the Corporation to directors,
officers and employees of or consultants and advisors to the Corporation
subsequent to the Preferred Stock Issue Date; and (B) proceeds from any
key-person life insurance policies, in either case, to the extent utilized for
Management Stock Repurchases; provided, however, that any amount received from
such life insurance not so paid in any fiscal year may be paid in future fiscal
years; (vi) Restricted Payments in an aggregate amount not to exceed $10
million; and (vii) expenses and payments in connection with the Merger.

        "Permitted Investment" means (a) Investments in any of the Senior Notes;
(b) Investments in Cash Equivalents; (c) Investments in intercompany notes;
provided, however, that Indebtedness under any such notes of a Subsidiary shall
be deemed to be a Restricted Investment if such Person ceases to be a
Subsidiary; (d) Investments in the form of promissory notes of members of the
Corporation's management not to exceed $5 million in principal amount at any
time outstanding solely in consideration of the purchase by such persons of
Qualified Capital Stock of the Corporation; (e) Investments by the Corporation
or any Subsidiary in any Person that is or immediately after such Investment
becomes a Subsidiary, or immediately after such Investment merges or
consolidates into the Corporation or any Subsidiary; provided, however, that
such Person is engaged in all material respects in a Related Business; (f)
Investments in the Corporation by any Subsidiary; provided, however, that in the
case of Indebtedness constituting any such Investment, such Indebtedness shall
be unsecured and subordinated in all respects to the Corporation's obligations
under the Senior Notes; (g) Investments in securities of trade creditors or
customers received in settlement of obligations that arose in the ordinary
course of business or pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of such trade creditors or
customers; (h) Investments by the Corporation outstanding on the Preferred Stock
Issue Date; (i) transactions or arrangements with officers or directors of the
Corporation or any Subsidiary entered into in the ordinary course of business;
(j) any other contract, agreement, arrangement or transaction between the
Corporation or any of its Subsidiaries with any Affiliate; (k) other Investments
in any Person (other than a Subsidiary of the Corporation) having an aggregate
fair market value (measured on the date each such Investment was made and
without giving effect to subsequent changes in value), when taken together with
all other Investments made pursuant to this clause (k) that are at the time
outstanding, not to exceed $10 million; (l) Investments in Subsidiaries of the
Corporation formed or acquired after the Closing Date that (i) are incorporated
outside the United States, (ii) are not guarantors under the Senior Subordinated
Notes Indenture, and (iii) if they were guarantors, would give rise to an
investment in United States property within the meaning of Section 956 of the
Internal Revenue Code of 1986, as amended from time to time, which Investments
shall not exceed in the aggregate more than $10 million outstanding at any time
(treating any such Investment that is not Indebtedness at the value thereof on
the date it is made); and (m) Investments in Equity Interests of a Person
engaged in a Related Business, other than a Person described in clause (e),
through the issuance of common stock of the Corporation.




                                       35


        "Permitted Investors" means any of the affiliated investment funds of GS
Mezzanine Partners II, L.P., GS Mezzanine Partners II Offshore, L.P., TCW
Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged
Income Trust IV, L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II and The Northwestern Mutual Life Insurance Company.

        "Person" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government or agency or political subdivision
thereof (including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business).

        "Preferred Stock Issue Date" means the date on which the Junior
Preferred Stock is originally issued by the Corporation under the Certificate of
Designation.

        "Qualified Capital Stock" means any Equity Interest that is not
Disqualified Capital Stock.

        "Qualified Exchange" means any legal defeasance, redemption, retirement,
repurchase or other acquisition of Capital Stock or Indebtedness of the
Corporation issued on or after the Preferred Stock Issue Date with the Net Cash
Proceeds received by the Corporation from the substantially concurrent sale of
its Qualified Capital Stock or any exchange of Qualified Capital Stock of the
Corporation for any Capital Stock or Indebtedness of the Corporation issued on
or after the Issue Date.

        "Quarterly Dividend Period" means the quarterly period commencing on
each January 1, April 1, July 1 and October 1 and ending on the day before the
following Dividend Payment Date.

        "Recap" means Vicar Recap, Inc., a Delaware corporation.

        "Redemption Date," with respect to any shares of Junior Preferred Stock,
means the date on which such shares of Junior Preferred Stock are redeemed by
the Corporation.

        "Related Business" means the business conducted or proposed to be
conducted by the Corporation as of the Preferred Stock Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of the
Corporation are reasonably related businesses, including reasonably related
extensions thereof.

        "Related Party" means with respect to any Excluded Person, (A) any
Affiliate, controlling stockholder, 80% or more owned Subsidiary, or spouse or
immediate family member (in the case of an individual) of such Excluded Person
or (B) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or persons holding an 80% or more controlling
interest of which consist of such Excluded Person and/or such other persons
referred to in the immediately preceding clause (A).

        "Restricted Investment" means, in one or a series of related
transactions, any Investment, other than investments in Cash Equivalents and
other Permitted Investments; provided, however,



                                       36


that a merger of another Person with or into the Corporation or a Subsidiary
shall not be deemed to be a Restricted Investment so long as the surviving
entity is the Corporation or a Subsidiary.

        "Restricted Payment" means, (a) the declaration or payment of any
dividend or other distribution in respect of Junior Securities or Equity
Interests of the Corporation or any of the Corporation's Subsidiaries, (b) any
payment on account of the purchase, redemption or other acquisition or
retirement for value of Junior Securities or Equity Interests of the Corporation
or any of the Corporation's Subsidiaries, and (c) any Restricted Investment by
such Person; provided, however, that the term "Restricted Payment" shall not
include (i) any dividend, distribution or other payment on or with respect to
Equity Interests of the Corporation to the extent payable solely in shares of
Qualified Capital Stock of the Corporation; (ii) any dividend, distribution or
other payment to the Corporation, or to any of its Subsidiaries, by the
Corporation or any of its Subsidiaries; (iii) payments made in connection with
the Merger; (iv) Permitted Investments; or (v) pro rata dividends and other
distributions on Equity Interests of any Subsidiary by such Subsidiary.

        "SEC" means the Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations thereunder.

        "Senior Notes" means the Company Senior Notes and the Senior
Subordinated Notes.

        "Senior Preferred Stock" means the Corporation's 14% Series A Senior
Redeemable Exchangeable Cumulative Preferred Stock, par value $0.001 per share,
consisting of 3,000,000 authorized shares.

        "Senior Subordinated Notes" means the senior subordinated notes due
2010, including any such notes issued in exchange or replacement therefor,
issued by Operating Company pursuant to the Senior Subordinated Notes Indenture.

        "Senior Subordinated Notes Indenture" means that certain Indenture,
dated as of September 20, 2000, by and among Operating Company, the Subsidiaries
of Operating Company parties thereto, and Chase Manhattan Bank and Trust
Company, National Association, as trustee, pursuant to which the Senior
Subordinated Notes are issued.

        "Senior Subordinated Notes Purchase Agreement" means that certain
Purchase Agreement, dated as of September 20, 2000, by and among Operating
Company and Permitted Investors relating to the Senior Subordinated Notes.

        "Stockholders Agreement" means that certain Stockholders Agreement,
dated as of September 20, 2000, by and among the Corporation, Green Equity
Investors III, L.P, Permitted Investors and the other signatories thereto, as
the same may be amended from time to time.

        "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50.0% of the total
voting power of the Equity Interests entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such




                                       37


Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

        "Unrestricted Subsidiary" means any Subsidiary of the Corporation that
does not own any Capital Stock of, or own or hold any Lien on any property of
the Corporation or any other Subsidiary of the Corporation and that, at the time
of determination, shall be an Unrestricted Subsidiary (as designated by the
Board of Directors of the Corporation); provided, however, that (i) such
Subsidiary shall not engage, to any substantial extent, in any line or lines of
business activity other than a Related Business and (ii) neither immediately
prior thereto nor after giving pro forma effect to such designation would there
exist a Default Event. The Board of Directors may designate any Unrestricted
Subsidiary to be a Subsidiary, provided that no Default Event is existing or
will occur as a consequence thereof. Each such designation shall be evidenced by
delivering to the Holders a certified copy of the resolution giving effect to
such designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

        "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock, Equity Interests or other ownership
interests of which (other than directors' qualifying shares and shares in
non-U.S. companies required by local law to be owned by local residents) shall
at the time be owned (i) by such Person, (ii) by one or more wholly owned
Subsidiaries of such Person or (iii) by such Person and one or more wholly owned
Subsidiaries of such Person.

               (b) Interpretation. For the purposes of this Section II. B of
Article Four of this Amended and Restated Certificate of Incorporation: (x)
words in the singular shall be deemed to include the plural and vice versa and
words of one gender shall be deemed to include the other gender as the context
requires and (y) the word "including" and words of similar import shall mean
"including, without limitation," unless the context otherwise requires or unless
otherwise specified.

2.      Rank.

        The Junior Preferred Stock shall, with respect to dividend distributions
and distributions upon the liquidation, winding up or dissolution of the
Corporation, rank senior to all classes of common stock of the Corporation and
to each other class of capital stock or series of preferred stock hereafter
created by the Board of Directors the terms of which do not expressly provide
that it ranks senior to or on a parity with the Junior Preferred Stock as to
dividend distributions and distributions upon the liquidation, winding up or
dissolution of the Corporation (collectively referred to with the common stock
of the Corporation as "Junior Securities"). The Junior Preferred Stock shall,
with respect to dividend distributions and distributions upon the liquidation,
winding up or dissolution of the Corporation, rank on parity with any class of
capital stock or series of preferred stock hereafter created that expressly
provides that it ranks on a parity with the Junior Preferred Stock as to
dividend distributions and distributions upon the liquidation, winding up or
dissolution of the Corporation ("Parity Securities"); provided, however, that
any such Parity Securities that were not approved by the Holders of Junior
Preferred Stock in accordance with Section 6(b)(i) hereof shall be deemed to be
Junior Securities



                                       38


and not Parity Securities. The Junior Preferred Stock shall, with respect to
dividend distributions and distributions upon the liquidation, winding up or
dissolution of the Corporation, rank junior to the Senior Preferred Stock and to
each class of capital stock or series of preferred stock hereafter created that
has been approved by the Holders of Junior Preferred Stock in accordance with
Section 6(b)(ii) hereof and that expressly provides that it ranks senior to the
Junior Preferred Stock as to dividend distributions or distributions upon the
liquidation, winding up or dissolution of the Corporation ("Senior Securities").

3.      Dividends.

               (a) Beginning on the Preferred Stock Issue Date, the Holders of
the outstanding shares of Junior Preferred Stock shall be entitled to receive,
whether or not declared by the Board of Directors, out of funds legally
available therefor, distributions in the form of cash dividends on each share of
Junior Preferred Stock, at a rate per annum equal to 12% of the Liquidation
Preference (with such Liquidation Preference being determined as of the first
day of such Dividend Period) payable quarterly. All dividends shall be
cumulative, whether or not earned or declared, on a daily basis from the
Preferred Stock Issue Date and shall be payable quarterly in arrears on each
Dividend Payment Date, commencing on January 1, 2001; provided, however, that if
any dividend payable on any Dividend Payment Date is not declared and paid in
full in cash on such Dividend Payment Date, the amount payable as dividends on
such Dividend Payment Date that is not paid in cash on such Dividend Payment
Date shall be added to the Liquidation Preference on the relevant Dividend
Payment Date and may no longer be declared or paid as dividends in cash except
for special dividends paid pursuant to Section 3(f). The addition of such amount
to the Liquidation Preference shall constitute full payment of such dividend.
Dividends payable on shares of the Junior Preferred Stock for any period less
than a year shall be computed on the basis of a 360-day year of twelve 30-day
months and the actual number of days elapsed in the period for which such
Dividends are payable. Each distribution in the form of a dividend shall be
payable to the Holders of Junior Preferred Stock of record as they appear on the
stock books of the Corporation on such record dates, not less than 10 nor more
than 45 days preceding the related Dividend Payment Date, as shall be fixed by
the Board of Directors. Dividends shall cease to accumulate in respect of shares
of the Junior Preferred Stock on the date of their redemption unless the
Corporation shall have failed to pay the relevant redemption price on the date
fixed for redemption.

               (b) All dividends paid in cash with respect to shares of the
Junior Preferred Stock pursuant to Section 3(a) shall be paid pro rata to the
Holders thereof entitled thereto.

               (c) Nothing herein contained shall in any way or under any
circumstances be construed or deemed to require the Board of Directors to
declare, or the Corporation to pay or set apart for payment, any dividends on
shares of the Junior Preferred Stock at any time; provided, however, for the
avoidance of doubt, this Section 3(c) shall not be construed or deemed to
prevent any Holder of shares of Senior Preferred Stock from receiving any
dividends to which such Holder is entitled pursuant to Section 5 or 7 hereof.

               (d) No dividends shall be declared by the Board of Directors or
paid or funds set apart for payment of dividends by the Corporation on any
Parity Securities for any period unless cumulative dividends shall have been or
contemporaneously are declared and paid in full,



                                       39


or declared and (in the case of dividends payable in cash) a sum in cash set
apart sufficient for such payment, on the Junior Preferred Stock for all
Dividend Periods terminating on or prior to the date of payment of such
dividends on such Parity Securities. If any dividends are not paid in full, as
aforesaid, upon the shares of the Junior Preferred Stock and any other Parity
Securities, all dividends declared upon shares of the Junior Preferred Stock and
any other Parity Securities shall be declared pro rata based on the relative
liquidation preference of the Junior Preferred Stock and such Parity Securities.
So long as any shares of the Junior Preferred Stock are outstanding, the
Corporation shall not make any payment on account of, or set apart for payment
money for a sinking or other similar fund for, the purchase, redemption or other
retirement of, any of the Parity Securities or any warrants, rights, calls or
options exercisable for or convertible into any of the Parity Securities, and
shall not permit any corporation or other entity directly or indirectly
controlled by the Corporation to purchase, redeem or retire any of the Parity
Securities or any such warrants, rights, calls or options unless dividends
determined in accordance herewith on the Junior Preferred Stock shall have been
paid or contemporaneously are declared and paid in full.

               (e)     (i) Holders of shares of the Junior Preferred Stock shall
be entitled to receive the dividends provided for in Section 3(a) hereof in
preference to and in priority over any dividends upon any of the Junior
Securities.

                       (ii) So long as any shares of Junior Preferred Stock are
outstanding, the Corporation shall not (1) declare, pay or set apart for payment
any dividend on any of the Junior Securities or make any payment on account of,
or set apart for payment money for a sinking or other similar fund for, the
purchase, redemption or other retirement of, any of the Junior Securities or any
warrants, rights, calls or options exercisable for or convertible into any of
the Junior Securities (other than the repurchase, redemption or other
acquisition or retirement for value of Junior Securities (and any warrants,
rights, calls or options exercisable for or convertible into such Junior
Securities) held by current or former directors, officers, employees of or
consultants or advisors to the Corporation or any of its Subsidiaries, which
repurchase, redemption or other acquisition or retirement shall have been
approved by the Board of Directors or shall have been made pursuant to certain
call options provided in the Stockholders Agreement, provided, however, that
such Junior Securities may only be repurchased, redeemed or otherwise acquired
or retired either in exchange for Junior Securities or upon the cessation of
service to the Corporation or its Subsidiaries (by termination, resignation,
retirement, death or disability or otherwise) of such director, officer,
employee, consultant or advisor), or (2) make any distribution in respect of
Junior Securities, either directly or indirectly, and whether in cash,
obligations or shares of the Corporation or other property (other than
distributions or dividends in Junior Securities to the holders of Junior
Securities), or (3) permit any corporation or other entity directly or
indirectly controlled by the Corporation to purchase or redeem any of the Junior
Securities or any such warrants, rights, calls or options, unless in any such
case cumulative dividends determined in accordance herewith have been paid in
full in cash on the Junior Preferred Stock and all other redemption or repayment
obligations in respect of the Junior Preferred Stock have been paid in full in
cash.

               (f) At any time and from time to time when the Liquidation
Preference per share of Junior Preferred Stock exceeds $25.00, the Corporation
may declare and pay, to the holders of record of the Junior Preferred Stock on
the record date chosen by the Corporation for such



                                       40


dividend, a special dividend equal to the positive difference between the
Liquidation Preference per share of Junior Preferred Stock and $25.00 per share
of Junior Preferred Stock (such difference, the "Base Amount"), plus accrued and
unpaid dividends on the Base Amount to the date of payment. Upon payment of such
a dividend, the Liquidation Preference shall be reduced to $25.00 per share of
Junior Preferred Stock.

4.      Liquidation Preference.

        (a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, the Holders of shares of Junior
Preferred Stock then outstanding shall be entitled to be paid, out of the assets
of the Corporation available for distribution to its stockholders, the
Liquidation Preference per share of Junior Preferred Stock in cash (plus an
amount in cash equal to a prorated dividend for the period from the last
Dividend Payment Date to the date fixed for liquidation, dissolution or winding
up) before any payment shall be made or any assets distributed to the holders of
any of the Junior Securities, including, without limitation, common stock of the
Corporation. Except as provided in the preceding sentence, Holders of shares of
Junior Preferred Stock shall not be entitled to any distribution in the event of
liquidation, dissolution or winding up of the affairs of the Corporation. If the
assets of the Corporation are not sufficient to pay in full the liquidation
payments payable to the Holders of outstanding shares of the Junior Preferred
Stock and all Parity Securities, then the holders of all such shares shall share
equally and ratably in such distribution of assets of the Corporation in
accordance with the amounts that would be payable on such distribution if the
amount to which the Holders of outstanding shares of Junior Preferred Stock and
the holders of outstanding shares of all Parity Securities are entitled were
paid in full.

        (b) For the purposes of this Section 4, neither the sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Corporation nor the consolidation or merger of the Corporation with or into one
or more corporations or other entities shall be deemed to be a liquidation,
dissolution or winding up of the affairs of the Corporation (unless such sale,
conveyance, exchange or transfer is in connection with a liquidation,
dissolution or winding up of the business of the Corporation).

5.      Redemption.

               (a) Optional Redemption.

                      (i) The Corporation may (subject to the legal availability
of funds therefor), at the option of the Corporation, redeem in cash at any time
or from time to time on or after September 20, 2002, from any source of funds
legally available therefor, in whole or in part, in the manner provided in
Section 5(c) hereof, any or all of the shares of the Junior Preferred Stock, at
a redemption price equal to the following percentages of the liquidation
preference per share (plus an amount in cash equal to a prorated dividend for
the period from the Dividend Payment Date immediately prior to the Redemption
Date to the Redemption Date) (the "Optional Redemption Price"), in each case
beginning on September 20 of the year indicated:

               2002                         109%




                                       41


               2003                         106%
               2004                         103%
               2005 and thereafter          100%

               provided, however, that no optional redemption pursuant to this
Section 5(a)(i) shall be authorized or made at any time when the Corporation is
making or required to make within the next 30 days, or purchasing shares of
Junior Preferred Stock under, a Change of Control Offer in accordance with the
provisions of Section 7 hereof.

                      (ii) In the event of a redemption pursuant to Section
5(a)(i) hereof of only a portion of the then outstanding shares of the Junior
Preferred Stock, the Corporation shall effect such redemption as it determines,
pro rata, according to the number of shares held by each Holder of Junior
Preferred Stock.

                      (iii) In the event of a firm commitment underwritten
initial public offering of common stock of the Corporation pursuant to a
registration statement under the Securities Act with aggregate gross proceeds to
the Corporation of at least $30,000,000 (the "Public Offering"), the Corporation
may (subject to the legal availability of funds therefor), at the option of the
Corporation, redeem in cash at any time or from time to time following the
consummation of the Public Offering, from any source of funds legally available
therefor, in whole or in part, in the manner provided in Section 5(c) hereof,
any or all of the shares of the Junior Preferred Stock, at a redemption price
equal to 100% percent of the Liquidation Preference per share (plus an amount in
cash equal to a prorated dividend for the period from the Dividend Payment Date
immediately prior to the Redemption Date to the Redemption Date) (the "Public
Offering Optional Redemption Price"). For the purposes of this Section 5, the
defined term "Optional Redemption Price" shall have the meaning set forth in
Section 5(a)(i) hereof or shall mean the Public Offering Optional Redemption
Price, as the case may be. In the event of a redemption pursuant to this Section
5(a)(iii) of only a portion of the then outstanding shares of the Junior
Preferred Stock, the Corporation shall effect such redemption as it determines,
pro rata, according to the number of shares held by each Holder of Junior
Preferred Stock.

               (b) Mandatory Redemption. On September 20, 2012, the Corporation
shall redeem in cash, subject to contractual and other restrictions with respect
thereto, from any source of funds legally available therefor, in the manner
provided in Section 5(c) hereof all but not less than all of the shares of the
Junior Preferred Stock then outstanding at a redemption price equal to 100% of
the Liquidation Preference per share (plus an amount in cash equal to a prorated
dividend for the period from the Dividend Payment Date immediately prior to the
Redemption Date to the Redemption Date) (the "Mandatory Redemption Price").

               (c) Procedures for Redemption.

                      (i) Written notice (the "Redemption Notice") shall be
given by first-class mail, postage prepaid, to each Holder of Junior Preferred
Stock of record on the record date fixed for such redemption of the Junior
Preferred Stock at such Holder's address as the same appears on the stock
register of the Corporation; provided, however, that no failure to give such
notice nor any deficiency therein shall affect the validity of the procedure for
the redemption of any shares of Junior Preferred Stock to be redeemed except as
to the Holder or Holders to whom



                                       42


the Corporation has failed to give said notice or except as to the Holder or
Holders whose notice was defective. The Redemption Notice shall state: (1)
whether the redemption is pursuant to Section 5(a) or 5(b) hereof; (2) the
Optional Redemption Price or the Mandatory Redemption Price, as the case may be;
(3) whether all or less than all the outstanding shares of the Junior Preferred
Stock are to be redeemed and the total number of shares of the Junior Preferred
Stock being redeemed; (4) the number of shares of Junior Preferred Stock held,
as of the appropriate record date, by the Holder that the Corporation intends to
redeem; (5) the date fixed for redemption; (6) that the Holder is to surrender
to the Corporation, at the place or places where certificates for shares of
Junior Preferred Stock are to be surrendered for redemption, in the manner and
at the price designated, his certificate or certificates representing the shares
of Junior Preferred Stock to be redeemed; and (7) that dividends on the shares
of the Junior Preferred Stock to be redeemed shall cease to accrue on such
Redemption Date unless the Corporation defaults in the payment of the Optional
Redemption Price or the Mandatory Redemption Price, as the case may be.

                      (ii) Each Holder of Junior Preferred Stock shall surrender
the certificate or certificates representing such shares of Junior Preferred
Stock to be redeemed to the Corporation, duly endorsed, in the manner and at the
place designated in the Redemption Notice, and on the Redemption Date the full
Optional Redemption Price or Mandatory Redemption Price, as the case may be, for
such shares shall be payable in cash to the Person whose name appears on such
certificate or certificates as the owner thereof, and each surrendered
certificate shall be canceled and retired. In the event that less than all of
the shares represented by any such certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares.

                      (iii) Unless the Corporation defaults in the payment in
full of the applicable redemption price, dividends on the Junior Preferred Stock
called for redemption shall cease to accumulate on the Redemption Date, and the
Holders of such redemption shares shall cease to have any further rights with
respect thereto on the Redemption Date, other than the right to receive the
Optional Redemption Price or the Mandatory Redemption Price, as the case may be,
without interest.

               6. Voting Rights.

               (a) The Holders of shares of Junior Preferred Stock, except as
otherwise required under Delaware law or as set forth in Section 6(b) below,
shall not be entitled or permitted to vote on any matter required or permitted
to be voted upon by the stockholders of the Corporation.

               (b)    (i) So long as any shares of the Junior Preferred Stock
are outstanding, the Corporation shall not authorize or issue any class or
series of Parity Securities without the affirmative vote or consent of Holders
of a majority of the outstanding shares of Junior Preferred Stock, voting or
consenting, as the case may be, separately as one class, given in person or by
proxy, either in writing or by resolution adopted at an annual or special
meeting, except that without the approval of Holders of Junior Preferred Stock,
the Corporation may authorize and issue shares of Parity Securities in exchange
for, or the proceeds of which concurrently are used to redeem or repurchase, any
or all shares of Junior Preferred Stock then outstanding; provided, however,
that, in the case of Parity Securities issued in exchange for, or



                                       43


the proceeds of which are used to redeem or repurchase, less than all shares of
Junior Preferred Stock then outstanding, (1) the aggregate liquidation
preference of such Parity Securities shall not exceed the aggregate liquidation
preference of, premium and accrued and unpaid dividends on, and expenses in
connection with the refinancing of, the Junior Preferred Stock so exchanged,
redeemed or repurchased, (2) such Parity Securities shall not be Disqualified
Capital Stock and (3) the Corporation may pay dividends on such Parity
Securities in the form of cash or such Parity Securities.

                      (ii) So long as any shares of the Junior Preferred Stock
are outstanding, the Corporation shall not authorize or issue any class or
series of Senior Securities without the affirmative vote or consent of Holders
of a majority of the outstanding shares of Junior Preferred Stock, voting or
consenting, as the case may be, separately as one class, given in person or by
proxy, either in writing or by resolution adopted at an annual or special
meeting.

                      (iii) So long as any shares of the Junior Preferred Stock
are outstanding, the Corporation shall not amend this Amended and Restated
Certificate of Incorporation, so as to affect adversely the specified rights,
preferences, privileges or voting rights of Holders of shares of Junior
Preferred Stock or to authorize the issuance of any additional shares of Junior
Preferred Stock without the affirmative vote or consent of Holders of a majority
of the outstanding shares of Junior Preferred Stock, voting or consenting, as
the case may be, separately as one class, given in person or by proxy, either in
writing or by resolution adopted at an annual or special meeting.

                      (iv) The affirmative vote or consent of Holders of a
majority of the outstanding shares of Junior Preferred Stock, voting or
consenting, as the case may be, separately as one class, whether voting in
person or by proxy, either in writing or by resolution adopted at an annual or
special meeting, may waive compliance with any provision of Section II.A or II.
B of Article Four of this Amended and Restated Certificate of Incorporation.

               (c) In any case in which the Holders of shares of the Junior
Preferred Stock shall be entitled to vote pursuant to this Section 6 or pursuant
to Delaware law, each Holder of shares of the Junior Preferred Stock shall be
entitled to one vote for each share of Junior Preferred Stock held.

       7. Change of Control Offer.

               Subject to contractual and other restrictions with respect
thereto, upon the occurrence of a Change of Control, the Corporation shall make
an offer (a "Change of Control Offer") to each Holder of Junior Preferred Stock
to repurchase any or all of such Holder's shares of Junior Preferred Stock at a
purchase price in cash equal to 101.0% of the aggregate liquidation preference
thereof plus accumulated and unpaid dividends thereon, if any, to the date of
repurchase (the "Change of Control Payment").

               (a) Within 30 days following any Change of Control, the
Corporation shall mail a notice to each Holder of Junior Preferred Stock
stating: (i) that the Change of Control Offer is being made pursuant to this
Section 7 and that all shares of Junior Preferred Stock tendered will be
accepted for payment; (ii) the purchase price and the purchase date, which shall




                                       44


be no sooner than 30 nor later than 60 days from the date such notice is mailed
(the "Change of Control Payment Date"); (iii) that any shares not tendered will
continue to accumulate dividends; (iv) that, unless the Corporation defaults in
the payment of the Change of Control Payment, all shares of Junior Preferred
Stock accepted for payment pursuant to the Change of Control Offer shall cease
to accumulate dividends after the Change of Control Payment Date; (v) that
Holders electing to have any shares of Junior Preferred Stock repurchased
pursuant to a Change of Control Offer will be required to surrender such shares
to the Corporation or its paying agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of
Control Payment Date; (vi) that Holders will be entitled to withdraw their
election if the Corporation or the paying agent, as the case may be, receives,
not later than the close of business on the third Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the number of shares of Junior
Preferred Stock delivered for repurchase, and a statement that such Holder is
withdrawing his election to have such shares repurchased; and (vii) that Holders
whose shares of Junior Preferred Stock are being repurchased only in part will
be issued new shares of Junior Preferred Stock equal in Liquidation Preference
to the unpurchased portion of the shares of Junior Preferred Stock surrendered.

               (b) On the Change of Control Payment Date, the Corporation shall,
to the extent lawful, (i) accept for payment all shares of Junior Preferred
Stock or portions thereof properly tendered pursuant to the Change of Control
Offer and (ii) deposit with the Corporation's paying agent an amount equal to
the Change of Control Payment in respect of all shares of Junior Preferred Stock
or portions thereof so tendered. The Corporation or its paying agent, as the
case may be, shall promptly mail to each Holder of shares of Junior Preferred
Stock so tendered the Change of Control Payment for such shares or portions
thereof. The Corporation shall promptly issue a certificate representing shares
of Junior Preferred Stock and mail to each Holder a new certificate representing
shares of Junior Preferred Stock equal in Liquidation Preference to any
unpurchased portion of such shares surrendered by such Holder, if any. The
Corporation shall notify the remaining holders of Junior Preferred Stock of the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

               (c) The Corporation shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of shares of Junior Preferred Stock in connection with a
Change of Control.

               (d) The Corporation's obligations with respect to a Change of
Control Offer shall be satisfied to the extent actually performed by a third
party in accordance with the terms of this Section 7.

       8. Conversion or Exchange.

               The Holders of shares of Junior Preferred Stock shall not have
any rights hereunder to convert such shares into or exchange such shares for
shares of any other class or classes or of any other series of any class or
classes of Capital Stock of the Corporation.


                                       45


               9. Preemptive Rights.

               No shares of Junior Preferred Stock shall have any rights of
preemption whatsoever as to any securities of the Corporation, or any warrants,
rights or options issued or granted with respect thereto, regardless of how such
securities or such warrants, rights or options may be designated, issued or
granted.

               10. Reissuance of Junior Preferred Stock.

               Shares of Junior Preferred Stock that have been issued and
reacquired in any manner, including shares purchased or redeemed or exchanged,
shall (upon compliance with any applicable provisions of the laws of Delaware)
have the status of authorized but unissued shares of preferred stock of the
Corporation undesignated as to series and may be designated or redesignated and
issued or reissued, as the case may be, as part of any series of preferred stock
of the Corporation; provided, however, that such shares may not in any event be
reissued as Junior Preferred Stock.

               11. Business Day.

               If any payment, redemption or exchange shall be required by the
terms hereof to be made on a day that is not a Business Day, such payment,
redemption or exchange shall be made on the immediately succeeding Business Day,
and no interest shall accrue for the intervening period.

               12. Certain Additional Provisions.

                               (a) Restricted Payments. The Corporation shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly
make any Restricted Payment, unless, at the time of such Restricted Payment: (1)
no Default Event shall have occurred and be continuing or would occur as a
consequence thereof; and (2) such Restricted Payment, together with the
aggregate of all other Restricted Payments made by the Corporation and its
Subsidiaries after the Preferred Stock Issue Date, does not exceed the sum (the
"Basket") of (a) (i) Consolidated EBITDA of the Corporation for the period
(taken as one accounting period), commencing on the first day of the first
fiscal quarter commencing on or prior to the Preferred Stock Issue Date, to and
including the last day of the fiscal quarter ended immediately prior to the date
of each such calculation (or, in the event Consolidated EBITDA for such period
is a deficit, then minus such deficit) less (ii) 150% of Consolidated Fixed
Charges for such period, plus (b) the aggregate Net Cash Proceeds received by
the Corporation from the sale of the Corporation's Qualified Capital Stock
(other than in each case (i) to a Subsidiary of the Corporation, (ii) to the
extent applied in connection with a Qualified Exchange and (iii) to the extent
applied to repurchase Capital Stock pursuant to clause (iii) of the definition
of Other Permitted Payments after the Preferred Stock Issue Date). The foregoing
provisions of this Section 12(a) shall not prohibit the following Restricted
Payments: (A) a Qualified Exchange; (B) the payment of any dividend within 60
days after the date of declaration thereof, if at said date of declaration such
payment would have complied with the provisions of Section II.A or II. B of
Article Four of this Amended and Restated Certificate of Incorporation; and (C)
Other Permitted Payments. The full amount of any Restricted Payment made
pursuant to clause (B) of the immediately preceding sentence (but not pursuant
to clauses



                                       46


(A) or (C) of the immediately preceding sentence), however, will be deducted in
the calculation of the aggregate amount of Restricted Payments available to be
made pursuant to the Basket. The amount of any Restricted Payment, if other than
in cash, shall be the fair market value thereof, as determined in the good faith
reasonable judgment of the Board of Directors.

               (b) Reports. So long as any shares of Junior Preferred Stock are
outstanding, the Corporation shall furnish to each Holder of Junior Preferred
Stock (at such Holder's address listed in the register of Holders maintained by
the transfer agent and registrar of the Junior Preferred Stock): (i) beginning
at the end of the Corporation's first fiscal year ending after the Preferred
Stock Issue Date, all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the
Corporation were required to file such forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and,
with respect to the annual information only, a report thereon by the
Corporation's certified independent accountants, and (ii) all current reports
that would be required to be filed with the SEC on Form 8-K if the Corporation
were required to file such reports.

               13. Transfer Restrictions.

               The certificates evidencing shares of Junior Preferred Stock
shall, until the second anniversary of the date of original issuance of such
shares, unless otherwise agreed by the Corporation and the holders of any such
certificates, bear a legend substantially to the following effect:

               "The Junior Preferred Stock evidenced hereby was originally
issued in a transaction exempt from registration under Section 5 of the United
States Securities Act of 1933, as amended (the "Securities Act"), and the Junior
Preferred Stock evidenced hereby may not be offered, sold or otherwise
transferred in the absence of such registration or an applicable exemption
therefrom. Each purchaser of the Junior Preferred Stock evidenced hereby is
hereby notified that the seller may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A thereunder.
The Holder of the Junior Preferred Stock evidenced hereby agrees for the benefit
of the Corporation that (A) such Junior Preferred Stock may be offered, resold,
pledged or otherwise transferred, only (a) inside the United States to a Person
whom the seller reasonably believes is a qualified institutional buyer (as
defined in Rule 144A) in a transaction meeting the requirements of Rule 144A,
(b) outside the United States to a foreign Person in a transaction meeting the
requirements of Rule 903 or Rule 904 of Regulation S under the Securities Act,
(c) in a transaction meeting the requirements of Rule 144 under the Securities
Act, (d) to the Corporation, (e) pursuant to an effective registration statement
or (f) in accordance with another exemption from the registration requirements
of the Securities Act (and based upon an opinion of counsel if the Corporation
so requests), and, in each case, in accordance with any applicable securities
laws of any state of the United States or any other applicable jurisdiction and
(B) the holder will, and each subsequent holder is required to, notify any
purchaser from it of the Junior Preferred Stock evidenced hereby of the resale
restrictions set forth in (A) above."

               The shares of Junior Preferred Stock not otherwise registered
pursuant to an effective registration statement under the Securities Act shall
be subject to the restrictions on



                                       47


transfer set forth in the legend referred to above until the second anniversary
of the date of original issuance of such shares of Junior Preferred Stock.

C.  Undesignated Preferred Stock

        5,000,000 shares of Preferred Stock authorized by this Amended and
Restated Certificate of Incorporation may be issued from time to time in one or
more series.

FIFTH: The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors. In addition to the powers and authority
expressly conferred upon them by statute or by this Amended and Restated
Certificate of Incorporation or the bylaws of the Corporation, the Board of
Directors is hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation. Election of directors
need not be by written ballot unless the bylaws so provide.

SIXTH: The Board of Directors is authorized to make, adopt, amend, alter or
repeal the bylaws of the Corporation. The stockholders shall also have power to
make, adopt, amend, alter or repeal the bylaws of the Corporation.

SEVENTH: To the fullest extent permitted by the GCL as the same exists or may
hereafter be amended, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damage for breach of fiduciary duty
as a director. If the GCL is amended after the date of the filing of this
Amended and Restated Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the GCL, as so amended from time to time. No
amendment or repeal of this Article shall adversely affect any right or
protection of a director of the Corporation provided hereunder with respect to
any act or omission occurring prior to such amendment or repeal.

        The Corporation shall indemnify to the fullest extent permitted by the
GCL as the same exists or may hereafter be amended, any person made, or
threatened to be made, a defendant or witness to any action, suit or proceeding
(whether civil or criminal or otherwise) by reason of the fact that such person,
or his or her testator or intestate, is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or enterprise. Nothing contained
herein shall affect any rights to indemnification to which any person may be
entitled by law. No amendment or repeal of this Article shall adversely affect
any right to indemnification provided hereunder with respect to any act or
omission occurring prior to such amendment or repeal.

        In furtherance and not in limitation of the powers conferred by statute:

               (i) this Corporation may purchase and maintain insurance on
behalf of any person who is or was a director or officer, employee or agent of
the Corporation, or is serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his



                                       48


or her status as such, whether or not the Corporation would have the
power to indemnify against such liability under the provisions of law; and

               (ii) this Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter into
contracts providing indemnification to the full extent authorized or permitted
by law and including as part thereof provisions with respect to any or all of
the foregoing to ensure the payment of such amounts as may become necessary to
effect indemnification as provided therein, or elsewhere.

        Any repeal or modification of the foregoing provisions of this Article
by the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

EIGHTH: The stockholders of the Corporation may not take action by written
consent in lieu of a meeting but must take any such action at a duly called
annual or special meeting. Special meetings of the stockholders of the
Corporation for any purpose or purposes may be called only by the Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the
President of the Corporation.

NINTH: The number of directors which constitute the entire Board of Directors
shall be as specified in the bylaws of the Corporation. At each annual meeting
of stockholders, directors of the Corporation shall be elected to hold office
until the expiration of the term of which they are elected and until their
successors have been duly elected and qualified; except that if any such
election shall not be so held, such election shall take place at a stockholders'
meeting called and held in accordance with the GCL.

        Effective as of the date of the first regularly scheduled annual meeting
of the stockholders following the date (the "Effective Date") on which the
Corporation first becomes subject to the periodic and other reporting
requirements of Section 13 of the Securities Exchange Act of 1934, as amended,
the directors of the Corporation shall be divided into three classes as nearly
equal in size as is practicable, hereby designated Class I, Class II and Class
III. The term of office of the initial Class I directors shall expire at the
second annual meeting of the stockholders following the Effective Date, the term
of office of the initial Class II directors shall expire at the third annual
meeting of the stockholders following the Effective Date and the term of office
of the initial Class III directors shall expire at the fourth annual meeting of
the stockholders following the Effective Date. At each annual meeting of
stockholders, commencing with the second regularly-scheduled annual meeting of
stockholders following the Effective Date, each of the successors elected to
replace the directors of a Class whose term shall have expired at such annual
meeting shall be elected to hold office until the third annual meeting next
succeeding his or her election and until his or her respective successor shall
have been duly elected and qualified.

        If the number of directors is hereafter changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as is practicable,
provided that no decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

                                       49


        Any director may be removed from office by the stockholders of the
Corporation only for cause.

        Vacancies occurring on the Board of Directors for any reason and newly
created directorships resulting from an increase in the authorized number of
directors may be filled only by vote of a majority of the remaining members of
the Board of Directors, although less than a quorum, at any meeting of the Board
of Directors. A person so elected by the Board of Directors to fill a vacancy or
newly created directorship shall hold office until the next election of the
Class for which such director shall have been chosen and until his or her
successor shall have been duly elected and qualified.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute and all rights conferred
upon stockholders herein are granted subject to this reservation.
Notwithstanding any other provision of this Amended and Restated Certificate of
Incorporation or any provision of law which might otherwise permit a lesser
vote, but in addition to any vote of the holders of any class or series thereof
of the stock of this Corporation required by law or this Amended and Restated
Certificate of Incorporation, the affirmative vote of the holders of at least
two-thirds (2/3) of the combined voting power of all of the then-outstanding
shares of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
amend, repeal or adopt any provision contained in this Amended and Restated
Certificate of Incorporation which is inconsistent with (i) Article SIXTH, (ii)
Article EIGHTH, (iii) Article NINTH, and (iv) this Article TENTH.

        IN WITNESS WHEREOF, the undersigned has duly executed this Amended and
Restated Certificate of Incorporation in the name and on behalf of the
Corporation on the 19th day of November 2001, and the statements contained
herein are affirmed as true under penalty of perjury.

                                          /s/ Tomas W. Fuller
                                          ----------------------------------
                                          Tomas W. Fuller
                                          Chief Financial Officer and Assistant
                                          Secretary


                                       50