<PAGE>

                                                                    EXHIBIT 10.1

                SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of the
28th day of March, 2003 (this "Amendment"), is made by and between PROVINCE
HEALTHCARE COMPANY, a Delaware corporation (the "Borrower"), the Lenders (as
hereinafter defined) that have executed this Amendment (the "Required Lenders"),
and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent for the Lenders (in such
capacity, the "Agent").

                              BACKGROUND STATEMENT

         A.       The Borrower, certain banks and other financial institutions
(the "Lenders"), the Agent, Bank of America, N.A., as Syndication Agent, and UBS
Warburg LLC and Merrill Lynch Capital Corporation, as Documentation Agents, are
parties to a Third Amended and Restated Credit Agreement, dated as of November
13, 2001, as amended by that certain Amendment No. 1 to Certain Operative
Agreements, dated as of March 29, 2002 (as amended, the "Credit Agreement"),
providing for the availability of a revolving credit facility to the Borrower
upon the terms and conditions set forth therein. Capitalized terms used herein
without definition shall have the meanings given to them in the Credit
Agreement.

         B.       The Borrower has requested certain amendments to the Credit
Agreement and the consent of the Required Lenders to the disposition of its
wholly-owned Subsidiary, Brim Healthcare, Inc., and the disposition of eleven
medical office buildings, four of which currently secure the Borrower's End
Loaded Lease Facility.

         C.       The Required Lenders have agreed to such amendments and
consented to such dispositions on the terms and subject to the conditions set
forth herein.

                             STATEMENT OF AGREEMENT

         The parties hereto agree as follows:

                                    ARTICLE I

                                   AMENDMENTS

         1.1      Defined Terms. Section 1.1 of the Credit Agreement is hereby
amended by deleting the definitions "After-Acquired Pledgor", "Applicable
Margin", "Collateral" and "Mortgages" and adding the following defined terms in
proper alphabetical order:

                  "After-Acquired Pledgor" shall mean each Subsidiary that is or
         becomes a party to the Pledge Agreement but is not party to the
         Security Agreement.

                  "Applicable Margin" shall mean, at any time from and after the
         Second Amendment Effective Date, the applicable percentage (a) to be
         added to the Base Rate pursuant to SECTION 2.6 for purposes of
         determining the Alternate Base Rate, and (b) to be added to the LIBOR
         Rate pursuant to SECTION 2.6 for purposes of determining the Adjusted
         LIBOR Rate, as determined under the following matrix with reference to
         the ratio of Consolidated Debt to Consolidated EBITDA calculated as
         provided below:


<PAGE>

<TABLE>
<CAPTION>
                   Ratio of Consolidated
                          Debt to                        Applicable Margin          Applicable Margin
                    Consolidated EBITDA                     (ABR Loans)               (LIBOR Loans)
                   ---------------------                 -----------------          -----------------
             <S>                                         <C>                        <C>
             Greater than or equal to                          1.75%                      3.00%
             3.5 to 1.0
             Less than 3.5 to 1.0 but                          1.50%                      2.75%
             greater than or equal to
             3.0 to 1.0
             Less than 3.0 to 1.0 but                          1.25%                      2.50%
             greater than or equal to
             2.5 to 1.0
             Less than 2.5 to 1.0 but                          1.00%                      2.25%
             greater than or equal to
             2.0 to 1.0
             Less than 2.0 to 1.0, but                         0.75%                      2.00%
             greater than or equal to
             1.5 to 1.0
             Less than 1.5 to 1.0                              0.50%                      1.75%
</TABLE>

                  From the Second Amendment Effective Date until the fifth (5th)
         Business Day after receipt by the Agent of the financial statements for
         the fiscal quarter ending March 31, 2003 pursuant to SECTION 5.1(B)
         (together with a Compliance Certificate), the Applicable Margin shall
         be 3.00% for LIBOR Loans and 1.75% for ABR Loans. Subject to the
         preceding sentence, the Applicable Margins shall be reset from time to
         time in accordance with the above matrix effective on the fifth (5th)
         Business Day after receipt by the Agent in accordance with SECTIONS
         5.1(A) or (B) of financial statements together with a Compliance
         Certificate attaching an Interest Rate Calculation Worksheet
         (reflecting the computation of the ratio of Consolidated Debt to
         Consolidated EBITDA as of the last day of the preceding fiscal quarter
         or fiscal year, as appropriate) that provides for different Applicable
         Margins than those then in effect; provided, however, that,
         notwithstanding the foregoing or anything else herein to the contrary,
         if at any time the Borrower shall have failed to deliver the financial
         statements and a Compliance Certificate as required by SECTION 5.1(A)
         or SECTION 5.1(B), as the case may be, and SECTION 5.1(D), then at the
         election of the Required Lenders, at all times from and including the
         date on which such statements and Compliance Certificate are required
         to have been delivered to the date on which the same shall have been
         delivered, each Applicable Margin shall be determined in accordance
         with the above matrix as if the ratio of Consolidated Debt to
         Consolidated EBITDA were greater than or equal to 3.5 to 1.0
         (notwithstanding such actual ratio). For all periods prior to the
         Second Amendment Effective Date, the "Applicable Margin" shall have the
         meaning given to such term in the Credit Agreement before giving effect
         to the Second Amendment to Credit Agreement and Consent, dated as of
         March 28, 2003, by and between the Borrower, the Required Lenders and
         the Agent."

                  "Collateral" shall mean all the assets, property and interests
         in property of the Borrower and its Subsidiaries, whether now owned or
         hereafter acquired, that shall, from time to time, be pledged or be
         purported to be pledged as direct or indirect security for the Credit
         Obligations or


                                       2
<PAGE>

         the Guaranty Obligations pursuant to any one or more Security
         Documents; provided, that except for Realty subject to the Mortgages,
         "Collateral" shall not include Realty acquired after March 30, 1998 by
         the Borrower or any of its Subsidiaries (other than Havasu Regional
         Medical Center, Palestine Regional Medical Center (formerly known as
         Trinity Valley Medical Center), Memorial Hospital of Martinsville and
         Henry County, Los Alamos Medical Center, Doctors' Hospital of
         Opelousas, Minden Medical Center and Bolivar Medical Center).

                  "Mortgages" shall mean all fee and leasehold mortgages, deeds
         of trust and similar instruments pursuant to which the Borrower or any
         Guarantor grants to the Agent, for the benefit of the Lenders and the
         "Lenders" and "Holders" (each as defined in the Operative Agreements),
         a mortgage lien, or an assignment of any mortgage lien obtained by such
         Person from another Person, to secure any or all of the Credit
         Obligations, the Company Obligations, the Guaranty Obligations or the
         guarantee obligations of the guarantors party to the Operative
         Agreements, and shall include, without limitation, the deeds of trust
         and security agreements, as amended, executed by the Borrower and/or
         certain of its Subsidiaries with respect to the parcels of Realty
         located at (i) Palo Verde Community Hospital, Blythe, Riverside County,
         California; (ii) Parkview Regional Hospital, Mexia, Limestone County,
         Texas; (iii) Colorado Plains Medical Center, Fort Morgan, Morgan
         County, Colorado; (iv) Palestine Regional Medical Center-West Campus
         (formerly known as Memorial Hospital), Palestine, Anderson, Leon and
         Houston Counties, Texas; (v) Palestine Regional Medical Center
         (formerly known as Trinity Valley Medical Center), Palestine, Anderson
         County, Texas; (vi) Starke Memorial Hospital, Knox, Starke County,
         Indiana; (vii) Colorado River Medical Center, Needles, San Bernardino
         County, California (formerly known as Needles Desert Community
         Hospital), (viii) Havasu Regional Medical Center, Lake Havasu City,
         Mohave County, Arizona, (ix) Memorial Hospital of Martinsville and
         Henry County, Martinsville, Henry County, Virginia, (x) Los Alamos
         Medical Center, Los Alamos, Los Alamos County, New Mexico, (xi)
         Doctors' Hospital of Opelousas, Opelousas, St. Landry Parish,
         Louisiana, (xii) Minden Medical Center, Minden, Webster Parish,
         Louisiana, and (xiii) Bolivar Medical Center, Cleveland, Bolivar
         County, Mississippi, in all cases together with any amendments,
         modifications and supplements thereto, any replacements, renewals,
         extensions and restatements thereof, and any substitutes therefor, in
         whole or in part.

                  "Second Amendment Effective Date" shall mean March 28, 2003.

         1.2      Negative Covenants.

         (a)      Section 6.5 of the Credit Agreement is hereby amended by
deleting the language "$7,500,000 in the aggregate during any four consecutive
fiscal quarters" from clause (v)(x) thereof and inserting in lieu thereof the
language "$15,000,000 in the aggregate over the term of this Agreement."

         (b)      Article VI of the Credit Agreement is hereby amended by
deleting Sections 6.9 and 6.10 thereof and inserting in lieu thereof the
following:

                  6.9      Consolidated Debt to Consolidated EBITDA. Permit the
         ratio of Consolidated Debt to Consolidated EBITDA to be greater than
         4.25 to 1.0 as of the end of any fiscal quarter, beginning with the
         fiscal quarter ending March 31, 2003 to and including the fiscal
         quarter ending December 31, 2003; to be greater than 4.0 to 1.0 as of
         the end of any fiscal quarter beginning with the fiscal quarter ending
         March 31, 2004 to and including the fiscal quarter ending December 31,
         2004; and to be greater than 3.75 to 1.0 as of the end of any fiscal
         quarter thereafter.


                                       3
<PAGE>

                  6.10     Consolidated Senior Debt to Consolidated EBITDA.
         Permit the ratio of Consolidated Senior Debt to Consolidated EBITDA to
         be greater than 2.0 to 1.0 as of the end of any fiscal quarter,
         beginning with the fiscal quarter ending March 31, 2003.

                                   ARTICLE II

                                    CONSENTS

         2.1      Disposition of Brim Healthcare, Inc. The Required Lenders
hereby consent to (a) the disposition by the Borrower of the Capital Stock of
Brim Healthcare, Inc., (b) the exclusion of the net cash proceeds of such
disposition from the $15,000,000 baskets contained in Sections 6.5(v)(w),
6.5(v)(x) and 2.5(e) of the Credit Agreement, and (c) the release of Collateral
comprising the Capital Stock and assets of Brim Healthcare, Inc. automatically
upon the closing of such disposition; provided, in each such case that (i) such
disposition is for fair value and for cash and occurs on or prior to the
Revolving Credit Facility Maturity Date, (ii) notwithstanding the dollar
thresholds contained in Section 2.5(e) of the Credit Agreement, the net cash
proceeds of such disposition are applied in full to prepay the Loans (but with
no corresponding Revolving Credit Commitment reductions), and (iii) immediately
after giving effect thereto, no Default or Event of Default would exist.

         2.2      Disposition of Medical Office Buildings. The Required Lenders
hereby consent to (a) the disposition by the Borrower or its Subsidiaries (as
applicable), in one or more transactions, of medical office buildings in the
locations set forth on Exhibit A hereto and (b) the exclusion of the net cash
proceeds of such dispositions from the $15,000,000 baskets contained in Sections
6.5(v)(w), 6.5(v)(x) and 2.5(e) of the Credit Agreement; provided, in each such
case that (i) such disposition is for fair value and for cash and occurs on or
prior to the Revolving Credit Facility Maturity Date, (ii) if such medical
office building is collateral under the End Loaded Lease Facility, the net cash
proceeds are applied to prepay the related Company Obligations under the End
Loaded Lease Facility and the purchase price required for such medical office
building under the End Loaded Lease Facility is paid in full, (iii) if the
medical office building is not collateral under the End Loaded Lease Facility,
the net cash proceeds of such disposition are applied in full to prepay the
Loans (but with no corresponding Revolving Credit Commitment reductions),
notwithstanding the dollar thresholds contained in Section 2.5(e) of the Credit
Agreement, (iv) immediately after giving effect thereto, no Default or Event of
Default would exist, (v) such disposition shall not, as reasonably determined by
the Agent, have a material adverse effect on any remaining Collateral at the
Facility at which such medical office building is located, and (vi) the Borrower
shall prepare and deliver to the Agent release documents, in form and substance
reasonably satisfactory to the Agent, for any such disposition affecting
Collateral, as well as provide to the Agent such due diligence materials and
legal documentation related to such disposition as may be reasonably requested
by the Agent, including without limitation, any reasonably required title policy
updates and endorsements and surveys (for dispositions at Facilities subject to
a Mortgage), and evidence of proper subdivision and zoning compliance.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         The Borrower hereby represents and warrants as follows:

         3.1      Representations and Warranties. After giving effect to this
Amendment, each of the representations and warranties of the Borrower contained
in the Credit Agreement and in the other Loan Documents is true and correct on
and as of the date hereof with the same effect as if made on and as of the date
hereof (except to the extent any such representation or warranty is expressly
stated to have been


                                       4
<PAGE>

made as of a specific date, in which case such representation or warranty is
true and correct as of such date).

         3.2      No Default. After giving effect to this Amendment, no Default
or Event of Default has occurred and is continuing.

         3.3      Enforceability. This Amendment has been duly executed and
delivered by the Borrower and constitutes the Borrower's legal, valid and
binding obligation, enforceable in accordance with its terms, except as such
enforceability may be limited (x) by general principles of equity and conflicts
of laws or (y) by bankruptcy, reorganization, insolvency, moratorium or other
laws of general application relating to or affecting the enforcement, of
creditors' rights.

         3.4      No Conflicts. No consent, approval, authorization or order of,
or filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution, delivery
or performance by the Borrower of this Amendment.

         3.5      Obligations. The execution and delivery of this Amendment does
not diminish or reduce the Borrower's obligations under the Loan Documents,
except as modified by this Amendment.

         3.6      No Claims. The Borrower has no claims, counterclaims, offsets
or defenses to the Loan Documents and the performance of its obligations
thereunder, or if the Borrower has any such claims, counterclaims, offsets, or
defenses to the Loan Documents or any transaction related to the Loan Documents,
the same are hereby waived, relinquished and released in consideration of the
Required Lenders' execution and delivery of this Amendment.

                                   ARTICLE IV

                           CONDITIONS TO EFFECTIVENESS

         The effectiveness of the amendments to the Credit Agreement and of the
consents set forth in this Amendment is subject to the satisfaction of the
following conditions:

         4.1      Executed Amendment. This Amendment shall have been duly
executed and delivered by the Borrower, the Agent and the Required Lenders and
shall be in full force and effect.

         4.2      Accession to Security Agreement. PHC-Martinsville, Inc.,
PHC-Los Alamos, Inc., PHC-Opelousas, L.P., PHC-Minden, L.P. and PHC-Cleveland,
Inc. shall have executed an accession to the Security Agreement in form and
substance reasonably satisfactory to the Agent, together with such other
documents requested by the Agent to perfect the security interests granted
therein.

         4.3      UCC Searches. The Agent shall have received from the Borrower
satisfactory results of searches under the Uniform Commercial Code with respect
to PHC-Martinsville, Inc., PHC-Los Alamos, Inc., PHC-Opelousas, L.P.,
PHC-Minden, L.P. and PHC-Cleveland, Inc.

         4.4      Financing Statements. Financing Statements (including fixture
filings for any Realty subject to a Mortgage), amendments to existing Financing
Statements, and all other filings or recordings necessary to perfect the
security interests of the Agent, on behalf of the Lenders, in the Collateral
shall have been filed (other than the filings of the Mortgages and related real
estate collateral documents for (i) Doctors' Hospital of Opelousas, Opelousas,
St. Landry Parish, Louisiana, (ii) Minden Medical Center, Minden, Webster
Parish, Louisiana, and (iii) Bolivar Medical Center, Cleveland, Bolivar County,
Mississippi, (the "Post Closing Hospitals") which will be filed pursuant to
SECTION 5.1 hereof.


                                       5
<PAGE>

         4.5      Mortgages; Title Insurance. Mortgages for the Realty located
at (i) Memorial Hospital of Martinsville and Henry County, Martinsville, Henry
County, Virginia, and (ii) Los Alamos Medical Center, Los Alamos, Los Alamos
County, New Mexico, (the "Closing Hospitals") shall have been duly authorized,
executed and delivered by the Borrower, PHC-Martinsville, Inc. and PHC-Los
Alamos, Inc. (as applicable), shall have been recorded, registered and filed in
a manner reasonably acceptable to the Agent, shall be in full force and effect
and no Default shall exist thereunder, and the Agent shall have received fully
executed copies thereof. The Agent, for the benefit of the Lenders, shall have
received policies of title insurance or title insurance binders in form and
substance reasonably satisfactory to the Agent, from title insurance companies
duly licensed to do business in the states where the Realty for the Closing
Hospitals is located, selected by the Borrower and reasonably acceptable to the
Agent, in amounts reasonably satisfactory to the Agent but not to exceed the
fair market value of the Realty, with respect to each tract of Realty being
encumbered by the liens of the Mortgages for the Closing Hospitals, all premiums
thereon shall have been paid, and each such policy shall insure that the related
Mortgage constitutes a valid, enforceable, first priority lien on the Realty
subject thereto, free and clear from all title defects and encumbrances
whatsoever except for and subject to Permitted Liens, and with such exceptions
as are reasonably acceptable to the Agent, and shall include future advance and
revolving credit endorsements, variable rate endorsements and such other
endorsements as the Agent may reasonably request, to the extent available in the
applicable jurisdictions. Such title insurance policies (or binders, as the case
may be) with respect to Realty for the Closing Hospitals may not contain general
survey exceptions except with the Agent's prior written consent.

         4.6      Surveys. The Agent shall have received a metes-and-bounds
survey of each tract or parcel of the Realty of the Closing Hospitals being
encumbered by the lien of the Mortgages, in form and substance reasonably
satisfactory to the Agent.

         4.7      Environmental Assessments. The Agent shall have received the
following environmental assessments (which assessments the Agent acknowledges
have been delivered prior to the date hereof): (i) Phase I Environmental Site
Assessment, dated as of January 29, 2002, with respect to Memorial Hospital of
Martinsville and Henry County, (ii) Phase I Environmental Site Assessment, dated
as of February 14, 2002, with respect to Los Alamos Medical Center, (iii) Phase
I Environmental Site Assessment, dated as of April 15, 1999, with respect to
Doctors' Hospital of Opelousas, (iv) Phase I Environmental Site Assessment,
dated as of September 11, 2000, with respect to St. Landry Clinic, Opelousas,
(v) Phase I Environmental Site Assessment, dated as of March 3, 2000, with
respect to Bolivar Medical Center, (vi) Phase I Environmental Site Assessment,
dated as of May 3, 1999, with respect to Minden Medical Center, and (vii) Phase
I Environmental Site Assessment, dated as of November 25, 2002, with respect to
a parking lot at Minden Medical Center.

         4.8      Opinions of Counsel. The Agent and each Lender shall have
received the favorable opinions of Williams Mullen and Modrall Sperling with
respect to the Security Documents to be executed by PHC-Martinsville, Inc. and
PHC-Los Alamos, Inc., each such opinion to be addressed to the Agent, for the
benefit of the Lenders, and in form and substance satisfactory to the Agent.

         4.9      Confirmation. The Agent shall have received a Confirmation of
Credit Documents by each Guarantor of the Obligations, in form and substance
satisfactory to the Agent.

         4.10     Representations and Warranties; Officer's Certificate. The
following shall be true and the Agent shall have received a certificate, signed
by the chief executive officer or chief financial officer of the Borrower, in
form and substance satisfactory to the Agent, certifying that (i) each of the
representations and warranties of the Borrower contained in this Amendment, the
Credit Agreement and the other Loan Documents is true and correct as of the date
of such certificate after giving effect to this


                                       6
<PAGE>

Amendment (except to the extent any such representation or warranty is expressly
stated to have been made as of a specific date, in which case such
representation or warranty is true and correct as of such date), (ii) no Default
or Event of Default has occurred and is continuing after giving effect to this
Amendment, and (iii) each of the conditions set forth in this ARTICLE IV has
been satisfied.

         4.11     Corporate Authority; Consents. The Agent shall have received
such evidence of corporate authority and officers' or secretaries' certificates
stating that there have been no changes in the bylaws or charter documents of
each of the Borrower and the Guarantors (except for changes approved in writing
by the Agent), and shall have received a certificate of incumbency with respect
to each such Person. The Borrower and the Guarantors shall have obtained all
consents and approvals of the boards of directors, shareholders, governmental
entities and other applicable third parties necessary in connection with the
transactions contemplated herein and shall have delivered copies of the same to
the Agent.

         4.12     Fees and Expenses. The Borrower shall have paid (a) to the
Agent, (i) for the account of each of the Lenders that have entered into this
Amendment on or prior to the Second Amendment Effective Date, a fee equal to
0.25% of the sum of the aggregate Revolving Credit Commitments plus the
aggregate "Loans" and "Holder Amounts" (each as defined under the End Loaded
Lease Facility), of such Lenders, and (ii) for the account of the Agent, all
other fees and expenses (including legal fees and expenses) that are due and
payable as of the date hereof, and (b) to Wachovia Securities, Inc., for its own
account, all fees due and payable to Wachovia Securities, Inc. on the date of
this Amendment.

         4.13     No Material Adverse Change. No material adverse change shall
have occurred in the business, properties, prospects, operations or condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole,
since September 30, 2002, and no event, condition or state of facts that could
reasonably be expected to have such a material adverse effect shall have
occurred since September 30, 2002.

         4.14     End Loaded Lease Facility. The Agent shall have received an
executed copy of an amendment to the End Loaded Lease Facility consistent with
this Amendment and in form and substance satisfactory to the Agent and the
conditions to the effectiveness of such amendment to the End Loaded Lease
Facility shall have been satisfied as required therein.

                                    ARTICLE V

                                  MISCELLANEOUS

         5.1      Post Closing Matters. On or before May 31, 2003 (or such later
date as the Agent may reasonably agree to if the Borrower and its Subsidiaries
are diligently pursuing such items in good faith), the Borrower will cause to be
delivered to the Agent (i) fixture filings, Mortgages, title insurance policies,
surveys for the Post-Closing Hospitals meeting the requirements set forth for
such documents in SECTIONS 4.3, 4.4, 4.5 and 4.6 hereof and (ii) favorable
opinions of Roedel Parsons Koch Frost Belhoff & McCollister and Watkins Ludlum
Winter & Stennis, P.A. with respect to the Security Documents to be executed by
PHC-Opelousas, L.P., PHC-Minden, L.P. and PHC-Cleveland, Inc. in connection with
this Amendment.

         5.2      Effect of Amendment. From and after the effective date of the
amendments to the Credit Agreement set forth herein, all references to the
Credit Agreement set forth in any other Loan Document or other agreement or
instrument shall, unless otherwise specifically provided, be references to the
Credit Agreement as amended by this Amendment and as may be further amended,
modified, restated or supplemented from time to time. This Amendment is limited
as specified and shall not constitute or be deemed to constitute an amendment,
modification or waiver of any provision of the Credit Agreement or


                                       7
<PAGE>

of any other Loan Document except as expressly set forth herein. Except as
expressly amended hereby, the Credit Agreement shall remain in full force and
effect in accordance with its terms.

         5.3      Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of North
Carolina (without regard to the conflicts of law provisions thereof).

         5.4      Expenses. The Borrower agrees to pay upon demand all
reasonable out-of-pocket costs and expenses of the Agent (including, without
limitation, the reasonable fees and expenses of counsel to the Agent) in
connection with the preparation, negotiation, execution and delivery of this
Amendment.

         5.5      Severability. To the extent any provision of this Amendment is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining
provisions of this Amendment in any jurisdiction.

         5.6      Successors and Assigns. This Amendment shall be binding upon,
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.

         5.7      Construction. The headings of the various sections and
subsections of this Amendment have been inserted for convenience only and shall
not in any way affect the meaning or construction of any of the provisions
hereof.

         5.8      Counterparts; Effectiveness. This Amendment may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. This
Amendment shall become effective upon the execution and delivery of a
counterpart hereof by the Borrower, the Agent and the Required Lenders and the
satisfaction of the conditions set forth in ARTICLE IV hereof.



                                       8
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.

                                         PROVINCE HEALTHCARE COMPANY



                                         By: /s/ Christopher T. Hannon
                                            -----------------------------------
                                         Name: Christopher T. Hannon
                                         Title: Senior Vice President and Chief
                                                Financial Officer

                                         WACHOVIA BANK, NATIONAL ASSOCIATION,
                                         as Agent and as Lender



                                         By:   /s/ Harry E. Ellis
                                            -----------------------------------
                                         Name: Harry E. Ellis
                                         Title: Managing Director, Senior Vice
                                                President


                                      S-1
<PAGE>

                                         BANK OF AMERICA, N.A., AS A LENDER



                                         By: /s/ Elizabeth L. Knox
                                            -----------------------------------
                                         Name: Elizabeth L. Knox
                                         Title:  Senior Vice President


                                       S-2
<PAGE>

                                         MERRILL LYNCH CAPITAL CORPORATION, AS
                                         A LENDER



                                         By: /s/ Michael E, O'Brien
                                            -----------------------------------
                                         Name: Michael E, O'Brien
                                         Title:  Vice President


                                      S-3
<PAGE>

                                         UBS AG, STAMFORD BRANCH, AS A LENDER



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



                                         By: /s/ Luke Goldsworthy
                                            -----------------------------------
                                         Name: Luke Goldsworthy
                                         Title: Associate Director, Banking
                                                Products Services, US


                                      S-4
<PAGE>

                                         NATIONAL CITY BANK OF KENTUCKY, AS A
                                         LENDER



                                         By: /s/ Deroy Scott
                                            -----------------------------------
                                         Name: Deroy Scott
                                         Title: Senior Vice President


                                      S-5
<PAGE>

                                         U.S. BANK NATIONAL ASSOCIATION (F/K/A/
                                         FIRSTAR BANK, NATIONAL ASSOCIATION),
                                         AS A LENDER



                                         By: /s/ S. W. Choppin
                                            -----------------------------------
                                         Name: S. W. Choppin
                                         Title:  Senior Vice President


                                      S-6
<PAGE>

                                         BNP PARIBAS, AS A LENDER



                                         By: /s/ Brock Harris
                                            -----------------------------------
                                         Name: Brock Harris
                                         Title: Director



                                         By: /s/ Jeffrey Casucci
                                            -----------------------------------
                                         Name: Jeffrey Casucci
                                         Title: Vice President


                                      S-7
<PAGE>

                                         SUNTRUST BANK, AS A LENDER



                                         By: /s/ Cathy Hunnicutt
                                            -----------------------------------
                                         Name: Cathy Hunnicutt
                                         Title: Portfolio Manager


                                      S-8
<PAGE>

                                         GENERAL ELECTRIC CAPITAL CORPORATION,
                                         AS A LENDER



                                         By: /s/ Brian P. Schwinn
                                            -----------------------------------
                                         Name: Brian P. Schwinn
                                         Title: Duly Authorized Signatory


                                      S-9
<PAGE>

                                         AMSOUTH BANK, AS A LENDER



                                         By: /s/ Allison H. Jones
                                            -----------------------------------
                                         Name: Allison H. Jones
                                         Title: Vice President


                                      S-10
<PAGE>

                                         LASALLE BANK NATIONAL ASSOCIATION, AS
                                         A LENDER



                                         By: /s/ Sarah Rusner
                                            -----------------------------------
                                         Name: Sarah Rusner
                                         Title: First Vice President



                                      S-11
<PAGE>

                                         CREDIT LYONNAIS NEW YORK BRANCH, AS A
                                         LENDER



                                         By: /s/ Charles Heidsieck
                                            -----------------------------------
                                         Name: Charles Heidsieck
                                         Title: Senior Vice President



                                      S-12
<PAGE>

                                                                       Exhibit A

                                MOB's to be Sold

<TABLE>
<CAPTION>
Location                     Facility                                                           Collateral Under ELLF
--------                     --------                                                           ---------------------
<S>                          <C>                                                                <C>
Opelousas, LA                Doctors' Hospital of Opelousas                                              Yes
Ft. Mohave, AZ               Colorado River Medical Center                                               Yes
Elko, NV                     Northeastern Nevada Regional Medical Center                                 Yes
Palestine, TX                Palestine Regional Medical Center                                           Yes
Palestine, TX                Palestine Regional Medical Center                                           No
Mexia, TX                    Parkview Regional Hospital                                                  No
Eunice, LA                   Eunice Regional Medical Center                                              No
Selma, AL                    Vaughan Regional Medical Center                                             No
Selma, AL                    Vaughan Regional Medical Center                                             No
Selma, AL                    Vaughan Regional Medical Center                                             No
Martinsville, VA             Memorial Hospital of Martinsville and Henry County                          No
</TABLE>


                                      S-13