<PAGE>


                                                                   EXHIBIT 10.14

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

                                CREDIT AGREEMENT

                            Dated as of July 18, 2003

                                      Among

                                 SYMBION, INC.,
                                as the Borrower,

                       the Lenders identified herein, and

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent
                               and as Issuing Bank

                         -----------------------------

                                 $ 110,000,000

                         -----------------------------

                           CREDIT SUISSE FIRST BOSTON
                               Syndication Agent

                           KEY CORPORATE CAPITAL INC.
                               Documentation Agent

                         BANC OF AMERICA SECURITIES, LLC
                             Sole Lead Arranger and
                                Sole Book Manager

================================================================================
<PAGE>

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT (this "Agreement"), dated as of July 18, 2003, is
made and entered into on the terms and conditions hereinafter set forth, by and
among SYMBION, INC., a Delaware corporation ("Symbion"), those several lenders
who are or become parties to this Agreement (collectively, the "Lenders" and,
individually, a "Lender"), and BANK OF AMERICA, N.A., a national banking
association ("Bank of America"), as administrative agent for the Lenders and the
Issuing Bank (in such capacity, the "Administrative Agent") and as Issuing Bank.

THE PARTIES HERETO AGREE AS FOLLOWS:

                                   ARTICLE 1.

          DEFINITIONS, ACCOUNTING TERMS AND PRINCIPLES OF CONSTRUCTION

         1.1.     Defined Terms. In addition to terms defined elsewhere herein,
the following terms, as used in this Agreement, shall have the respective
meanings set forth below (terms defined in the singular to have the same meaning
when used in the plural, and vice versa, unless otherwise expressly indicated):

         "Accounting Changes" shall mean changes in accounting principles
required or permitted by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute
of Certified Public Accountants or, if applicable, the Commission.

         "Administrative Agent" shall mean Bank of America or such successor
Administrative Agent as may be appointed by the Lenders pursuant to Section
12.10.

         "Affiliate" shall mean, as to any Person, any other Person directly or
indirectly controlling (including all directors, officers and employees of such
Person), directly or indirectly controlled by or under direct or indirect common
control with such Person.

         "Affiliate Transaction" shall have the meaning given such term in
Section 9.10.

         "Agent-Related Persons" means the Administrative Agent, together with
its Affiliates (including, in the case of Bank of America in its capacity as the
Administrative Agent, the Arranger), and the officers, directors, employees,
agents and attorneys-in-fact of such Persons and Affiliates.

         "Applicable Base Rate Margin" shall mean the margin to be added to the
Base Rate for purposes of determining the interest rate(s) applicable to Base
Rate Loans from time to time, which shall be determined as provided in Section
2.14.

<PAGE>

         "Applicable Commitment Fee Percentage" shall mean the percentage to be
used to calculate Commitment Fees from time to time, which shall be determined
as provided in Section 2.14.

         "Applicable Letter of Credit Fee Percentage" shall mean the annualized
percentage to be used to calculate Letter of Credit Fees from time to time,
which shall be determined as provided in Section 2.14.

         "Applicable Eurodollar Rate Margin" shall mean the margin to be added
to the Eurodollar Rate for purposes of determining the interest rate(s)
applicable to Eurodollar Loans from time to time, which shall be determined as
provided in Section 2.14.

         "Arranger" shall mean Banc of America Securities, LLC, in its capacity
as sole lead arranger and sole book manager with respect to the Facilities.

         "Asset Acquisition" shall mean (a) any Investment by the Borrower or
any of its Subsidiaries in any other Person pursuant to which such Person shall
become a Subsidiary of the Borrower or any of its Subsidiaries or shall be
merged with the Borrower or any of its Subsidiaries or (b) any acquisition by
the Borrower or any of its Subsidiaries of the assets of any Person (other than
a Subsidiary of the Borrower) that constitute all or substantially all of the
assets of such Person or comprise any division or line of business of such
Person or any other properties or assets of such Person other than in the
ordinary course of business.

         "Asset Sale" shall mean any Disposition or series of related
Dispositions of any asset(s) of the Borrower or any of its Subsidiaries,
excluding any such Disposition permitted by subsections 9.3(a), (b) or (c), that
yields gross proceeds to the Borrower or any such Subsidiary (valued at the
initial principal amount thereof in the case of non-cash proceeds consisting of
notes or other debt securities and valued at fair market value (as determined by
the Administrative Agent) in the case of other non-cash proceeds) in excess of
$1,000,000; provided, however, that any Asset Sale by a Majority Owned Center
Subsidiary or a Permitted Non-Guarantor Entity shall be treated as an Asset Sale
hereunder only to the extent of the interest(s) (direct or indirect) of the
Borrower and the other Credit Parties in the transaction.

         "Assignment and Assumption" shall mean an assignment and assumption,
substantially in the form of Exhibit 13.2, between a transferor Lender and a
proposed transferee, regarding the sale, assignment, transfer or other
disposition (other than the sale of a participation) of all or any amount of the
Commitments, Revolving Loans and participations in the Letters of Credit of such
Lender.

         "Base Rate" shall mean, for any period, the greater of (1) the
fluctuating rate of interest per annum from time to time established by Bank of
America as its "prime rate", regardless of whether published or publicly
announced, or (2) a fluctuating rate of interest per annum equal to one-half of
one percentage point (0.5%) in excess of the Federal Funds Rate in effect from
time to time. Each change in the Base Rate shall be effective as of the opening
of business on the day such change occurs. The parties hereto acknowledge that
the rate established by Bank of

<PAGE>

America as its "prime rate" is an index or base rate and is not necessarily the
lowest rate charged to its customers or other banks. In the event that Bank of
America discontinues or abandons the practice of establishing a prime rate, or
should the same become unascertainable, the Administrative Agent shall designate
a comparable reference rate for use in determining the Base Rate for purposes
hereof.

         "Base Rate Loans" shall mean Revolving Loans bearing interest at rates
determined by reference to the Base Rate.

         "Borrower" shall mean Symbion. As used herein, "Borrower" shall include
Symbion in its capacity as the successor to Symbion (Tennessee) by virtue of the
merger of Symbion (Tennessee) with and into Symbion.

         "Borrower Healthcare Facility" shall have the meaning given such term
in Section 7.24.

         "Borrowing" shall mean (1) a borrowing consisting of Revolving Loans
made to the Borrower on the same day by the Lenders ratably according to their
respective Revolving Credit Commitments pursuant to the provisions of Section
2.2, and (2) a borrowing consisting of a Swingline Loan made to the Borrower by
the Swingline Lender according to the Swingline Commitment pursuant to the
provisions of Section 2.3.

         "Business Day" shall mean any day other than a Saturday, a Sunday or
any other day on which commercial banks in New York, New York, Charlotte, North
Carolina or Nashville, Tennessee are either authorized or required by law or
executive order to close; provided that for purposes of provisions of this
Agreement relating to Eurodollar Loans, "Business Day" shall include only those
days that meet the foregoing requirements and on which trading in Dollar
deposits is conducted in the London interbank Eurodollar market.

         "Capital Expenditures" shall mean, as to any Person for any period, the
aggregate of all expenditures by such Person and its Subsidiaries for the
acquisition or leasing (pursuant to a Capitalized Lease) of fixed or capital
assets or additions to equipment (including replacements, capitalized repairs
and improvements during such period) that should be capitalized on a
consolidated balance sheet of such Person and its Subsidiaries in conformity
with GAAP, including charges in respect of Capitalized Lease Obligations
exclusive of imputed interest on such Capitalized Lease Obligations.

         "Capital Stock" shall mean any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person other than a
corporation and any and all warrants, rights or options to purchase any of the
foregoing.

         "Capitalization" shall mean, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of Consolidated Funded Indebtedness, plus
Consolidated Net Worth.

<PAGE>

         "Capitalized Lease" shall mean, as to any Person, any lease of property
by such Person as lessee that would be capitalized on a balance sheet of such
Person prepared in conformity with GAAP.

         "Capitalized Lease Obligations" shall mean, as to any Person, the
capitalized amount of the obligations of such Person and its Subsidiaries under
all Capitalized Leases.

         "Cash Equivalents" shall mean, at any time,

                  (a)      certificates of deposit or time deposits having a
         maturity not exceeding ninety (90) days, and demand deposits, that are
         fully insured by the Federal Deposit Insurance Corporation and that are
         maintained with commercial banks organized and existing under, or
         chartered or otherwise qualified to do business under, the laws of the
         United States of America or any State thereof or the District of
         Columbia;

                  (b)      Government Obligations having a maturity not
         exceeding one (1) year;

                  (c)      commercial paper rated at least A-1 by S&P or P-1 by
         Moody's, having a maturity not exceeding ninety (90) days;

                  (d)      certificates of deposit or time deposits maintained
         with (i) the Lenders or (ii) other commercial banks having capital and
         undivided surplus of at least $500 million and issuing commercial paper
         rated as described in the preceding clause (c) and organized and
         existing under, or chartered or otherwise qualified to do business
         under, the laws of the United States of America or any State thereof or
         the District of Columbia, having a maturity not exceeding ninety (90)
         days;

                  (e)      repurchase agreements or investment contracts having
         a maturity not exceeding seven (7) days with a financial institution
         insured by the Federal Deposit Insurance Corporation, or any broker or
         dealer (as defined in the Securities Exchange Act of 1934) that is a
         dealer in government bonds and that is recognized by trades with and
         reports to, a Federal Reserve Bank as a primary dealer in government
         securities; provided that in any case (i) collateral is pledged for the
         repurchase agreement or investment contract, which collateral consists
         of (A) Government Obligations or evidences of ownership of
         proportionate interests in future interest and principal payments on
         Government Obligations held by a bank or trust company as custodian,
         under which the owner of the investment is the real party in interest
         and has the right to proceed directly and individually against the
         obligor on such obligations, and which underlying obligations are held
         in a segregated account and not available to satisfy any claim of the
         custodian or any person claiming through the custodian or to whom the
         custodian may be obligated or (B) evidences of indebtedness issued by
         any of the following: Bank of Cooperatives, Export-Import Bank of the
         United States, Farmers Home Administration, Federal Financing Bank,
         Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation
         (including participation certificates), Federal Housing Administration,
         Federal Farm Credit Banks, Federal National Mortgage Association,
         Government National Mortgage Association, Inter-American Development
         Bank,

<PAGE>

         International Bank for Reconstruction and Development, Small Business
         Administration or any other agency or instrumentality of the United
         States of America created by an act of Congress that is substantially
         similar to the foregoing in its legal relationship to the United States
         of America, (ii) the current market value of the collateral securing
         the repurchase agreement or investment contract is at least equal to
         the amount of the repurchase agreement or investment contract and (iii)
         the current market value of the collateral is determined not less
         frequently than monthly;

                  (f)      investments in money market funds substantially all
         of whose assets consist of securities of the types described in the
         foregoing clauses (b) through (e);

                  (g)      investments in obligations the return with respect to
         which is excludable from gross income under Section 103 of the Code,
         having a maturity of not more than six (6) months or providing the
         holder the right to put such obligations for purchase at par upon not
         more than twenty-eight (28) days' notice, and which are rated at least
         A-1 by S&P or P-1 by Moody's;

                  (h)      investments in tax free money market funds all of
         whose assets consist of securities of the types described in the
         foregoing clause (g); and

                  (i)      investments, redeemable upon not more than seven (7)
         days' notice, in money market preferred municipal bond funds that are
         rated at least AAA by S&P or Aaa by Moody's.

         "Center" shall mean a surgery center, a diagnostic imaging center, a
surgical hospital or a hospital that provides only surgical services and
services directly related thereto.

         "Certificate of Designation (Series A and Series B Preferred Stock)"
shall mean the Certificate of Designation of Rights and Preferences of Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock of Symbion,
Inc., dated September 16, 2002, filed with the Secretary of State of Delaware on
September 16, 2002 (020575294 - 3531259), as the same is in effect on the date
of this Agreement.

         "Change of Control" means the occurrence of one or more of the
following events:

                  (a)      any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Borrower (regardless of whether
         otherwise in compliance with the provisions of this Agreement);

                  (b)      the liquidation or dissolution of the Borrower
         (regardless of whether otherwise in compliance with the provisions of
         this Agreement);

                  (c)      any Person or group (as defined in Section 13(d) of
         the Securities Exchange Act of 1934) shall become the owner, directly
         or indirectly, beneficially or of record, of shares representing more
         than 30% of the aggregate ordinary voting power

<PAGE>

         represented by the issued and outstanding Capital Stock ("Voting
         Stock") of the Borrower;

                  (d)      the replacement of a majority of the board of
         directors of the Borrower over a two-year period from the directors who
         constituted the board of directors of the Borrower at the beginning of
         such period, and such replacement shall not have been approved by a
         vote of at least a majority of the board of directors of the Borrower
         then still in office who either were members of such board of directors
         at the beginning of such period or whose election as a member of such
         board of directors was previously so approved by members of such board
         of directors; or

                  (e)      the merger or consolidation of the Borrower with or
         into another Person or the merger of another Person with or into the
         Borrower, other than a transaction following which holders of
         securities that represented 100% of the Voting Stock of the Borrower
         immediately prior to such transaction (or other securities into which
         such securities are converted as part of such merger or consolidation
         transaction) own directly or indirectly at least a majority of the
         voting power of the Voting Stock of the surviving Person in such merger
         or consolidation transaction immediately after such transaction and in
         substantially the same proportion as before the transaction.

         Notwithstanding the foregoing, a Change of Control shall not be deemed
to occur for purposes of the preceding clause (c) or (e) so long as, following
the occurrence of, or in connection with, any such event, (i) no Default has
occurred and is continuing, (2) the services of Richard E. Francis, Jr. and
Clifford G. Adlerz are retained in the same capacity such individuals hold with
the Borrower on the date of this Agreement, and (3) with respect to clause (e),
existing shareholders of the Borrower do not receive cash or Cash Equivalents
except for cash in lieu of fractional shares.

         "Code" shall mean the Internal Revenue Code of 1986.

         "Collateral" shall mean all property and interests in property,
presently owned or hereafter acquired or presently existing or hereafter created
by the Credit Parties, including any and all proceeds thereof, in which a
security interest has been granted in favor of the Administrative Agent for the
ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent,
whether under this Agreement, the Security Documents or any other Loan Document.

         "Collateral Account" shall mean the Collateral Account described in
Section 11.3.1.

         "Collateral Real Estate Interests" shall mean the tracts or parcels of
real property owned or leased by the Borrower or any Subsidiary Guarantor and
designated as "Collateral Real Estate Interests" on Schedule 6.1.1A, together
with each additional tract or parcel of real property owned or leased by the
Borrower or any Subsidiary Guarantor and encumbered by a Mortgage delivered
pursuant to Section 4.2.

<PAGE>

         "Commission" shall mean the Securities and Exchange Commission or any
successor entity.

         "Commitment Fees" shall have the meaning given such term in Section
2.12.3.

         "Commitment Period" shall mean that period commencing on the date
hereof and continuing to, but not including, the Maturity Date.

         "Commitments" shall mean the Revolving Credit Commitments and the
Letter of Credit Commitments, which collectively are in the initial aggregate
amount set forth in Section 2.1 and in the case of each Lender are in the
initial amount set forth with such Lender's signature on this Agreement or the
Assignment and Assumption pursuant to which such Lender became a party hereto,
and which are subject to adjustment as provided in Section 2.1.

         "Commonly Controlled Entity" shall mean a Person that is under common
control with the Borrower within the meaning of subsection 414(b), (c), (m), (n)
or (o) of the Code.

         "Compliance Certificate" shall mean a certificate signed by a
Responsible Officer of the Borrower, substantially in the form of Exhibit 1.1A,
duly completed, regarding, among other things, compliance with the financial
covenants contained herein.

         "Consolidated Funded Indebtedness" shall mean, for the Borrower and its
Subsidiaries on a consolidated basis, (1) all Indebtedness of the Borrower and
its Subsidiaries of the types described in clauses (a) through (h) of the
definition of "Indebtedness" in this Agreement, and (2) without duplication, all
Contingent Obligations the primary obligation of which is Indebtedness of the
type described in the foregoing clause (1).

         "Consolidated Net Income" shall mean, for the Borrower and its
Subsidiaries on a consolidated basis for any period, the net income (or loss)
after taxes of the Borrower and its Subsidiaries on a consolidated basis for
such period taken as a single accounting period, determined in conformity with
GAAP; provided that there shall be excluded therefrom (1) customary exclusions
with respect to extraordinary and nonrecurring items (and corresponding tax
consequences), (2) the net income (but not loss) of any Subsidiary of the
Borrower to the extent that the declaration of dividends or similar
distributions of that income by that Subsidiary is actually restricted by
contract or operation of law, except to the extent of cash dividends or
distributions actually paid by that Subsidiary to the Borrower or a Wholly Owned
Subsidiary of the Borrower, and (3) income or loss attributable to discontinued
operations.

         "Consolidated Net Worth" shall mean, for the Borrower and its
Subsidiaries on a consolidated basis, shareholders' or owner's equity,
determined in conformity with GAAP.

         "Contingent Obligations" shall mean, as to any Person, any contingent
obligation calculated in conformity with GAAP, and in any event shall include
(without duplication) all indebtedness, obligations or other liabilities of such
Person guaranteeing or in effect guaranteeing the payment or performance of any
indebtedness, obligation or other liability, whether or not contingent
(collectively, the "primary obligations"), of any other Person (the

<PAGE>

"primary obligor") in any manner, whether directly or indirectly, including any
indebtedness, obligation or other liability of such Person, (a) to purchase any
such primary obligation or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation, or (d)
otherwise to assure or hold harmless the owner of such primary obligation
against loss with respect thereto.

         "Contractual Obligations" shall mean, as to any Person, any and all
indebtedness, obligations or other liabilities of such Person, now existing or
hereafter arising, whether due or not due, absolute or contingent, liquidated or
unliquidated, direct or indirect, express or implied, individually or jointly
with others, pursuant to the provisions of any document, instrument or agreement
to which such Person is a party or by which such Person or any of its property
is or may be bound or affected or pursuant to the provisions of any security
issued by such Person.

         "Control" shall mean the possession, directly or indirectly (including
through intermediaries), of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have corresponding meanings.

         "Credit Fees" shall mean the credit fees payable as provided in Section
2.12.

         "Credit Parties" shall mean the Borrower and each existing and future
Subsidiary Guarantor, individually and collectively.

         "Default" shall mean any of the events specified in Section 11.1,
regardless of whether any requirement for the giving of notice (and if
applicable, an opportunity to cure), the lapse of time or both has been
satisfied.

         "Default Rate" shall mean the rate(s) per annum applicable to Loans
from time to time pursuant to Tier 5 of Section 2.14, plus two percentage points
(2.00%); provided, however, that in no event shall any Default Rate exceed the
Highest Lawful Rate.

         "Disposition" shall mean any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition of property, and the terms
"Dispose" and "Disposed of" shall have correlative meanings.

         "Dollars" and "$" shall mean lawful money of the United States of
America.

         "Domestic Subsidiary" shall mean any Subsidiary of the Borrower
organized under the laws of any jurisdiction within the United States of
America.

         "EBITDA" shall mean, for the Borrower and its Subsidiaries on a
consolidated basis for any period, the sum of Consolidated Net Income plus (a)
the following, without duplication and

<PAGE>

to the extent deducted in computing Consolidated Net Income: (1) Interest
Expense, (2) federal, state, local and foreign income, value-added and similar
tax expense, (3) depreciation, and (4) amortization of intangible assets and
other non-cash charges, less (b) any non-cash items increasing Consolidated Net
Income for such period (except to the extent cash relating to such item has been
received after the date of this Agreement).

         "Environmental Laws" shall mean all federal, state, regional, county or
local laws, statutes, rules, regulations or ordinances, now or hereafter in
effect, relating to the generation, recycling, use, reuse, sale, storage,
handling, transport, treatment or disposal of Hazardous Materials, including the
Comprehensive Environmental Response Compensation Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.
Section 9601 et seq., the Resource Conservation and Recovery Act of 1976, as
amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. Section
6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.,
the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act of 1977, 33
U.S.C. Section 1251 et seq., the Tennessee Hazardous Waste Management Act of
1977, Tenn. Code Ann. Section 68-212-101 et seq., the Tennessee Hazardous Waste
Management Act of 1983, Tenn. Code Ann. Section 68-212-201 et seq., and any
rules, regulations and guidance documents promulgated or published thereunder,
and any state, regional, county or local statute, law, rule, regulation or
ordinance now or hereafter in effect that relates to public health or safety, to
the discharge, emission or disposal of Hazardous Materials in or to air, water,
land or groundwater, to the withdrawal or use of groundwater, to the use,
handling or disposal of asbestos, polychlorinated biphenyls, petroleum,
petroleum derivatives or by-products, other hydrocarbons or urea formaldehyde,
to the treatment, storage, disposal or management of Hazardous Materials, to
exposure to Hazardous Materials or to the transportation, storage, disposal,
management or release of gaseous or liquid substances, and any regulation,
order, injunction, judgment, declaration, notice or demand issued thereunder.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974.

         "Eurocurrency Reserve Requirements" shall mean for any day as applied
to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction, carried to five decimal places) of the reserve
requirements in effect on such day (including basic, supplemental, marginal and
emergency reserves under any regulations of the Federal Reserve Board or any
other banking authority or other Governmental Authority having jurisdiction with
respect thereto) prescribed for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Federal Reserve Board)
maintained by a member bank of the Federal Reserve System. Eurodollar Loans
shall be deemed to constitute Eurocurrency Liabilities and as such shall be
deemed to be subject to such reserve requirements without benefit or credit for
proration, exceptions or offsets that may be available from time to time to any
Lender under Regulation D. Eurocurrency Reserve Requirements shall be deemed
adjusted automatically on and as of the effective date of any change in any
reserve percentage.

         "Eurodollar Base Rate" shall mean, for each day during each Interest
Period with respect to a Eurodollar Loan, the rate per annum for offered Dollar
deposits in the London interbank Eurodollar market appearing on page 3750 of the
TELERATE rate reporting system at

<PAGE>

approximately 11:00 a.m., Central time, on the Interest Rate Determination Date
immediately prior to the beginning of such Interest Period, for the number of
months comprised therein and in an amount equal to the amount of such Eurodollar
Loan to be outstanding during such Interest Period. Without limiting the
provisions of Section 2.15.3, in the event that prior to the Maturity Date
TELERATE quotes for the Eurodollar Base Rate are discontinued or become
unascertainable, the Administrative Agent may (1) determine the Eurodollar Base
Rate with reference to the rate per annum for offered Dollar deposits in the
interbank Eurodollar market appearing on the Reuters Screen LIBO Page at
approximately 11:00 a.m., Central time, on the Interest Rate Determination Date
immediately prior to the beginning of the Interest Period for the corresponding
Eurodollar Loan, for the number of months comprised therein and in an amount
equal to the amount of such Eurodollar Loan to be outstanding during such
Interest Period (and if more than one such rate appears, the Administrative
Agent may use the arithmetic mean of such rates), or (2) designate any other
comparable resource for use in determining the Eurodollar Base Rate for purposes
hereof.

         "Eurodollar Loans" shall mean Revolving Loans bearing interest at rates
determined by reference to the Eurodollar Rate.

         "Eurodollar Rate" shall mean, for each day during each Interest Period
with respect to a Eurodollar Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward, if necessary, to the
nearest 0.01%):

       Eurodollar Rate = Eurodollar Base Rate / (1.00 - Eurocurrency Reserve
Requirements)

         "Event of Default" shall mean any of the events specified in Section
11.1, provided that any requirement for the giving of notice (and if applicable,
an opportunity to cure), the lapse of time or both has been satisfied.

         "Excluded Foreign Subsidiary" shall mean any Foreign Subsidiary in
respect of which either (1) the pledge of all of the Capital Stock of such
Subsidiary as Collateral or (2) the guaranteeing by such Subsidiary of the
Obligations, would, in the good faith judgment of the Borrower, result in
material adverse tax consequences to the Borrower and its Subsidiaries, taken as
a whole; provided, however, that a Foreign Subsidiary that is treated as a
pass-through entity for United States federal income tax purposes shall not be
an Excluded Foreign Subsidiary while so treated.

         "Excluded Prepayment Transaction" shall mean (1) the incurrence of any
Indebtedness in accordance with subsections 9.1 (a), (b), (c), (d), (g), (h),
(i) or (k) as in effect on the date of this Agreement, provided that the
proceeds thereof are used in compliance with any applicable requirements of the
applicable subsection, (2) the incurrence of Subordinated Indebtedness permitted
by this Agreement, the proceeds of which are used in compliance with subsection
9.5(c) as in effect on the date of this Agreement, (3) the issuance of any
Capital Stock pursuant to subsection 9.6(a), provided that the proceeds thereof
are used in compliance with subsections 9.5(b), (c) or (j), all as in effect on
the date of this Agreement, and (4) the issuance of any Capital Stock pursuant
to any stock option, stock incentive or similar plan described in subsection
9.5(f).

<PAGE>

         "Excluded Subsidiary" shall mean (1) each Excluded Foreign Subsidiary,
(2) each Majority Owned Center Subsidiary and (3) any other Subsidiary of the
Borrower that owns assets having a fair market value of $100,000 or less and
whose assets do not include a direct or indirect interest in a Center or in a
Person that owns or operates a Center; provided, however, that in no event shall
any "Guarantor" (as defined in the 2003 Subordinated Note Indenture) be an
Excluded Subsidiary. For avoidance of doubt, when used herein "Excluded
Subsidiary" shall be deemed to refer also to each Permitted Non-Guarantor
Entity.

         "Existing Liens" shall mean those certain Liens in existence on the
date hereof that are described on Schedule 9.2.

         "Facilities" shall mean the Revolving Credit Facility, the Swingline
Facility and the Letter of Credit Facility.

         "Federal Funds Rate" shall mean, for any period, a fluctuating interest
rate per annum equal, for each day during such period, to the weighted average
of the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for each day (or,
if such day is not a Business Day, for the immediately preceding Business Day)
by the Federal Reserve Bank of New York.

         "Federal Reserve Board" shall mean the Board of Governors of the
Federal Reserve System of the United States (or any successor).

         "Financing Statement" shall mean any Uniform Commercial Code financing
statement filed in connection with this Agreement or any other Loan Document.

         "Fiscal Quarter" shall mean each of the accounting periods of
approximately three (3) months ending on March 31, June 30, September 30 and
December 31, respectively, of each year.

         "Fiscal Year" shall mean the twelve (12) month period ending on
December 31 of each year.

         "Fixed Charge Coverage Ratio" shall mean, for the Borrower and its
Subsidiaries on a consolidated basis, calculated as of any date of determination
for the Last Four Fiscal Quarters, the ratio of (a) EBITDA, plus Rent Expense,
less the Maintenance Capital Expenditure Adjustment, less income, value-added
and similar tax expenses paid in cash, to (b) the sum of the portion of Interest
Expense that was paid in cash or its equivalent during such period, plus the
principal amount of Consolidated Funded Indebtedness that was paid or that
matured or otherwise was payable during such period, plus Rent Expense.

         "Foreign Subsidiary" shall mean any Subsidiary of the Borrower that is
not a Domestic Subsidiary.

<PAGE>

         "Funded Indebtedness to Capitalization Ratio" shall mean, for the
Borrower and its Subsidiaries on a consolidated basis, as of any date of
determination, the ratio of Consolidated Funded Indebtedness to Capitalization.

         "Funded Indebtedness to EBITDA Ratio" shall mean, for the Borrower and
its Subsidiaries on a consolidated basis, calculated as of any date of
determination for the Last Four Fiscal Quarters after giving Pro Forma Effect to
any relevant transaction occurring during such period, the ratio of Consolidated
Funded Indebtedness to EBITDA.

         "Funding Date" shall mean each of the respective dates on which the
funding of a Borrowing made under this Agreement occurs.

         "GAAP" shall mean 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 in the statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, as amended or modified from time to time, except
that for purposes of Article 10, GAAP shall be determined on the basis of such
principles in effect on the date hereof and consistent with those used in the
preparation of the most recent audited financial statements described in Section
7.5.

         "Government Obligations" shall mean direct obligations of the United
States of America or obligations for the full and prompt payment of which the
full faith and credit of the United States of America are pledged.

         "Governmental Authority" shall mean any nation, province, state or
other political subdivision thereof and any government or any natural person or
entity exercising executive, legislative, regulatory or administrative functions
of or pertaining to government.

         "Guarantee" shall mean the guarantee of the Obligations of the Borrower
set forth in Article 2 of the Guarantee and Security Agreement.

         "Guarantee and Security Agreement" shall mean the Security Agreement
(Including Guarantee), substantially in the form of Exhibit 4.1, to be executed
and delivered by the Borrower and each Subsidiary Guarantor in favor of the
Administrative Agent for the ratable benefit of the Lenders, the Issuing Bank
and the Administrative Agent.

         "Hazardous Materials" shall mean gasoline, motor oil, fuel oil, waste
oil, other petroleum or petroleum-based products, asbestos, polychlorinated
biphenyls, medical and infectious wastes and any chemical, material or substance
to which exposure is prohibited, limited or regulated by any federal, state,
county, local or regional authority or which, even if not so regulated, is known
to pose a hazard to health and safety, including but not limited to substances
and materials defined or designated as "hazardous substances", "hazardous
wastes", "pollutants", "contaminants", "hazardous materials" or "toxic
substances" under any Environmental Law.

<PAGE>

         "Hedge Agreements" shall mean, as to any Person, all interest rate
swaps, caps or collar agreements, interest rate insurance and other similar
agreements or arrangements entered into by such Person to obtain protection
against fluctuations in interest rates or currency exchange rates or the
exchange of nominal interest obligations, either generally or under specific
contingencies.

         "Highest Lawful Rate" shall mean, with respect to each Lender, the
maximum nonusurious interest rate, if any, that at any time or from time to time
may be contracted for, taken, reserved, charged or received on debts outstanding
hereunder or under the Notes, as the case may be, under the laws applicable to
such Lender that are presently in effect or, to the extent allowed by law, under
such applicable laws that may hereafter be in effect and that allow a higher
maximum nonusurious interest rate than applicable laws now allow.

         "Indebtedness" shall mean, as to any Person, all items that in
conformity with GAAP would be shown on the balance sheet of such Person as a
liability and in any event shall include (without duplication) (a) indebtedness
for borrowed money or for notes, debentures or other debt securities, (b) notes
payable and drafts accepted representing extensions of credit regardless of
whether the same represent obligations for borrowed money, (c) reimbursement
obligations (regardless of whether due) in respect of letters of credit issued
for the account of such Person (including any such obligations in respect of any
drafts drawn thereunder), (d) liabilities for all or any part of the deferred
purchase price of property or services, including Purchase Money Debt and all
other liabilities arising from conditional sales contracts and similar title
retention debt instruments, (e) liabilities secured by any Lien on any property
or asset owned or held by such Person regardless of whether the indebtedness
secured thereby shall have been assumed by or is a primary liability of such
Person, (f) Capitalized Lease Obligations, (g) the principal component of any
synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing pursuant to which such Person is the obligor
to the extent such transaction is considered indebtedness for federal income tax
purposes but is classified as an Operating Lease in accordance with GAAP, (h)
all Indebtedness described in clauses (a) through (g) of any partnership or
unincorporated joint venture to the extent such Person is legally obligated
therefor or with respect to whom such Person reasonably expects that it will be
liable with respect thereto, (i) Contingent Obligations, (j) for the purposes of
Section 11.1.8 only, all obligations of such Person in respect of Hedge
Agreements, and (k) the liquidation value of any mandatorily redeemable
preferred Capital Stock of such Person or its Subsidiaries held by any Person
other than such Person and its Wholly Owned Subsidiaries.

         "Independent Financial Advisor" shall mean a firm (a) that does not,
and whose directors, officers and employees or Affiliates do not, have a direct
or indirect material financial interest in the Borrower, and (b) that, in the
judgment of the board of directors of the Borrower, is otherwise independent and
qualified to perform the task for which it is to be engaged.

         "Interest Expense" shall mean, as to any Person and its Subsidiaries on
a consolidated basis for any period, (a) interest expense and amortization of
deferred loan costs (calculated without regard to any limitations on the payment
thereof), excluding interest that is paid solely by issuing additional 2003
Subordinated Notes in accordance with the terms of the 2003 Subordinated Notes,
(b) imputed interest on Capitalized Lease Obligations and on synthetic leases,
tax retention operating leases, off-balance sheet loans and similar off-balance
sheet

<PAGE>

financing transactions, (c) commissions, discounts and other fees and charges
owed with respect to letters of credit and unused commitments, and (d) net costs
under Hedge Agreements and any other interest rate protection agreements, all as
determined in conformity with GAAP (except with respect to synthetic leases and
similar items, which will be determined in conformity with calculations for
federal income tax purposes).

         "Interest Payment Date" shall mean, (a) with respect to any Base Rate
Loan or Swingline Loan, January 1, April 1, July 1 and October 1 of each year,
commencing on the first such date after the applicable Funding Date, and (b)
with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to such Loan; provided, however, that with respect to any Interest
Period of six (6) months "Interest Payment Date" also shall include the day that
is three (3) months after the day on which that Interest Period commenced.

         "Interest Period" shall mean any interest period applicable to a
Eurodollar Loan as determined pursuant to Section 2.15.1.

         "Interest Rate Determination Date" shall mean each date for calculating
the Eurodollar Rate for purposes of determining the interest rate in respect of
an Interest Period, which in each case shall be the second (2nd) Business Day
prior to the first (1st) day of the corresponding Interest Period.

         "Investment" shall mean the making of any loan, advance, extension of
credit or capital contribution to, or the acquisition of any stock, bonds,
notes, debentures or other obligations or securities of, or the acquisition of
any other interest in or the making of any other investment in, any Person. For
purposes of Section 9.4, the amount of any Investment shall be the original cost
of such Investment plus the cost of all additional Investments by the Borrower
or any of its Subsidiaries, without any adjustments for increases or decreases
in value, or write-ups, write-downs or write-offs with respect to such
Investment, reduced by any repayment of principal or a return of capital, as the
case may be, and by the payment of dividends or distributions in connection with
such Investment or any other amounts received in respect of such Investment;
provided that no such repayment of principal, return of capital, payment of
dividends or distributions or receipt of any such other amounts shall reduce the
amount of any Investment if such repayment of principal, return of capital,
payment of dividends or distributions or receipt of any such amounts would be
included in Consolidated Net Income. If the Borrower or any Subsidiary of the
Borrower Disposes of any Capital Stock of any direct or indirect Subsidiary of
the Borrower such that, after giving effect to any such Disposition, such
Subsidiary ceases to be a Subsidiary of the Borrower, the Borrower shall be
deemed to have made an Investment on the date of any such Disposition equal to
the fair market value of the Capital Stock of such Subsidiary not Disposed of.

         "Issuing Bank" shall mean Bank of America and any other financial
institution that, subject to approval by the Administrative Agent and the
Borrower, agrees to become a party to this Agreement and to issue Letters of
Credit pursuant to Section 2.4.

<PAGE>

         "Last Four Fiscal Quarters" shall mean, as of any date of
determination, the Fiscal Quarter ending on such date or otherwise then most
recently ended plus the immediately preceding three Fiscal Quarters.

         "Leased Property" shall mean real property in which the Borrower or a
Subsidiary Guarantor has a leasehold interest only.

         "Lending Office" shall mean with respect to any Lender or the
Administrative Agent, the office of each such Lender at the address specified on
the signature pages hereto or in the Assignment and Assumption pursuant to which
it became a Lender, or such other office as any such Lender from time to time
may specify to the Borrower and the Administrative Agent.

         "Letter of Credit Commitments" shall mean, at any time, (a) the
commitment of the Issuing Bank to issue Letters of Credit pursuant to the
provisions of Section 2.4.1, and (b) the aggregate commitments of all the
Lenders to purchase participations in the Letter of Credit Liabilities pursuant
to the provision of Section 2.5; and the "Letter of Credit Commitment" of any
Lender at any time shall mean an amount equal to such Lender's Percentage
multiplied by the then effective aggregate Letter of Credit Commitments under
clause (b) above. The Letter of Credit Commitments are in the aggregate amount
set forth in Section 2.1.

         "Letter of Credit Facility" shall mean the letter of credit facility
provided by the Lenders pursuant to the Letter of Credit Commitments as more
particularly set forth in Section 2.4.

         "Letter of Credit Fees" shall have the meaning given such term in
Section 2.12.4.

         "Letter of Credit Liabilities" shall mean all liabilities of the
Borrower to the Issuing Bank in respect of Letters of Credit, regardless of
whether any such liability is contingent, and shall consist of the sum, without
duplication, of (a) the amount available to be drawn or that may become
available to be drawn under outstanding Letters of Credit (including all amounts
committed to be paid by the Issuing Bank thereunder), and (b) all amounts that
have been paid or made available by the Issuing Bank thereunder if and to the
extent the Issuing Bank has not received reimbursement from the Borrower
pursuant to the terms hereof.

         "Letter of Credit Request" shall mean a request substantially in the
form of Exhibit 2.4.2 with respect to the proposed issuance of a Letter of
Credit hereunder.

         "Letter of Credit Supportable Obligations" shall mean (a) obligations
of the Borrower or any of its Subsidiaries incurred in the ordinary course of
business with respect to workers' compensation, surety bonds and other similar
statutory obligations, and (b) such other obligations of the Borrower or any of
its Subsidiaries as are reasonably acceptable to the Issuing Bank and the
Administrative Agent and otherwise permitted to exist pursuant to the terms of
this Agreement.

         "Letters of Credit" shall mean the letters of credit issued by the
Issuing Bank pursuant to the provisions of Section 2.4.1.

<PAGE>

         "Lien" shall mean, as to any asset, (a) any lien, charge, claim,
mortgage, security interest, pledge, hypothecation or other encumbrance of any
kind with respect to such asset, (b) any interest of a vendor or lessor under
any conditional sale agreement, Capitalized Lease or other title retention
agreement relating to such asset, (c) any reservation, exception, encroachment,
easement, right-of-way, covenant, condition, restriction, lease or other title
exception affecting such asset, or (d) any assignment, deposit, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction).

         "Loan Documents" shall mean this Agreement, the Notes, the Letters of
Credit, the Security Documents, the Specified Hedge Agreements and all other
documents, instruments and agreements now or hereafter executed or delivered
pursuant hereto or in connection herewith.

         "Loans" shall mean Revolving Loans and Swingline Loans.

         "Maintenance Capital Expenditure Adjustment" shall mean, for the
Borrower and its Subsidiaries on a consolidated basis, as of any date of
determination, an amount equal to the product obtained by multiplying $75,000 by
the number of Centers owned or leased by the Borrower and its Subsidiaries as of
such date, excluding Centers described in subsection 9.9(b).

         "Majority Owned Center Subsidiary" shall mean a Subsidiary of the
Borrower (a) that is not a Wholly Owned Subsidiary of the Borrower and (b) whose
assets consist (or upon the acquisition or completion of development thereof
will consist) solely of a Center and assets directly related to the operations
of such Center.

         "Material Adverse Change" shall mean a material adverse change in (a)
the properties, business, prospects, operations, management or financial
condition of the Borrower and its Subsidiaries, taken as a whole, or (b) the
ability of the Borrower and its Subsidiaries, taken as a whole, to pay and
perform the Obligations.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the properties, business, prospects, operations, management or financial
condition of the Borrower and its Subsidiaries, taken as a whole, (b) the
ability of the Borrower and its Subsidiaries, taken as a whole, to pay and
perform the Obligations, (c) the validity or enforceability of this Agreement or
the other Loan Documents, (d) the validity, enforceability or priority of the
Liens purported to be created by the Security Documents, or (e) or the rights or
remedies of the Administrative Agent, any Lender or the Issuing Bank hereunder
or under any of the other Loan Documents.

         "Material Contract" shall mean each contract to which the Borrower or
any of its Subsidiaries is a party or a guarantor (or by which it is bound) that
requires payments (either to or for the benefit of, or by or on behalf of, the
Borrower or any of its Subsidiaries) in excess of $3,000,000 in any twelve-month
period (a) the cancellation, non-performance or non-renewal of which by any
party thereto would have a Material Adverse Effect, or (b) pursuant to which the

<PAGE>

Borrower or any of its Subsidiaries may incur Indebtedness for borrowed money or
Capitalized Lease Obligations.

         "Maturity Date" shall mean the third (3rd) anniversary of the date of
this Agreement, or such earlier date to which the maturity of the Obligations
may be accelerated pursuant to the terms of this Agreement.

         "Moody's" shall mean Moody's Investors Service, Inc. and its
successors.

         "Mortgage" shall mean a mortgage, deed of trust, deed to secure debt or
other real property security instrument (including, in the discretion of the
Administrative Agent, a collateral assignment of lease with respect to Leased
Property) in favor of the Administrative Agent (or such other trustee as may be
required or desired under applicable law), for the ratable benefit of the
Lenders, the Issuing Bank and the Administrative Agent, encumbering a Collateral
Real Estate Interest as security for the Obligations.

         "Multi-Employer Plan" shall mean any multiple employer plan, as defined
in Section 4001(a)(3) of ERISA, that is maintained by the Borrower or any of its
Subsidiaries or a Commonly Controlled Entity.

         "Net Cash Proceeds" shall mean (a) in connection with any Asset Sale or
any Recovery Event, the proceeds thereof in the form of cash and Cash
Equivalents (including any such proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) of such Asset
Sale or Recovery Event, net of reasonable and customary attorneys' fees,
accountants fees, investment banking fees, amounts required to be applied to the
repayment of Indebtedness secured by a Lien expressly permitted hereunder on any
asset that is the subject of such Asset Sale or Recovery Event (other than any
Lien pursuant to a Security Document) and other reasonable and customary fees
and expenses, in each case, to the extent actually incurred in connection
therewith and net of taxes paid or reasonably estimated to be payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), and (b) in connection with any
issuance or sale of equity securities or debt securities or instruments or the
incurrence of Indebtedness, the cash proceeds and any non-cash consideration
received from such issuance or incurrence, net of reasonable and customary
attorneys' fees, investment banking fees, accountants' fees, underwriting
discounts and commissions and other reasonable and customary fees and expenses,
in each case, to the extent actually incurred in connection therewith.

         "Notes" shall mean the Revolving Notes and the Swingline Note.

         "Notice of Borrowing" shall mean a notice substantially in the form of
Exhibit 2.2.4 with respect to a proposed Borrowing of Revolving Loans.

         "Notice of Conversion/Continuation" shall mean a notice substantially
in the form of Exhibit 2.8.2 with respect to a proposed conversion or
continuation of Revolving Loans bearing

<PAGE>

interest at a rate determined by reference to one basis to Revolving Loans
bearing interest at a rate determined by reference to an alternative basis
pursuant to Section 2.8.

         "Obligations" shall mean the unpaid principal of and interest on
(including interest accruing after the maturity of the Loans and Letter of
Credit Liabilities and interest accruing after the commencement of any
bankruptcy, insolvency, reorganization or similar case or proceeding with
respect to any Credit Party, regardless of whether a claim for post-filing or
post-petition interest is allowed in such case or proceeding) the Loans, the
Letter of Credit Liabilities and all other indebtedness, obligations and
liabilities of the Credit Parties to the Administrative Agent, any other
Agent-Related Person, any Lender or the Issuing Bank (or, in the case of
Specified Hedge Agreements, any Affiliate of any Lender or any Person that was a
Lender or an Affiliate thereof when such Specified Hedge Agreement was entered
into), whether direct or indirect, absolute or contingent, due or to become due
or now existing or hereafter incurred, that arise under, out of or in connection
with this Agreement, the Notes, the Letters of Credit, any other Loan Document,
any Specified Hedge Agreement or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including all
fees, charges and disbursements of counsel to the Administrative Agent, any
other Agent-Related Person, any Lender or the Issuing Bank that are required to
be paid by any Credit Party pursuant hereto or to any other Loan Document) or
otherwise; provided that (a) Obligations of any Credit Party under any Specified
Hedge Agreement shall be secured and guaranteed pursuant to the Security
Documents only to the extent that, and for so long as, the other Obligations are
so secured and guaranteed and (b) any release of Collateral or a Subsidiary
Guarantor effected in a manner permitted by this Agreement shall not require the
consent of Persons other than Lenders who hold obligations under Specified Hedge
Agreements.

         "Operating Lease" shall mean, as to any Person, any lease of property
(whether real, personal or mixed) by such Person as lessee that is not a
Capitalized Lease.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to subtitle A of Title IV of ERISA.

         "Percentage" shall mean, as to each Lender, the fraction, expressed as
a percentage, obtained by dividing such Lender's Commitment by the aggregate
Commitments.

         "Permitted Acquisition" shall mean any Asset Acquisition by the
  Borrower or any Subsidiary of the Borrower that complies with all of the
  following requirements, as applicable:

                  (a)      the assets to be acquired shall consist primarily of
         (i) a Center or (ii) the Capital Stock of a Person whose primary asset
         is (A) a Center or (B) Capital Stock of a Subsidiary of such Person
         whose primary asset is a Center;

                  (b)      the Borrower shall have complied with the provisions
         of Section 8.2.4;

                  (c)      the Borrower or a Subsidiary of the Borrower is the
         surviving entity in the transaction;

<PAGE>

                  (d)      all assets acquired in the transaction are held or
         acquired by the Borrower or a Person who is or as a part of the
         transaction will become a Subsidiary of the Borrower and has complied
         with the provisions of Section 8.18 prior to or contemporaneously with
         the consummation of the transaction;

                  (e)      at the time of such Asset Acquisition and after
         giving Pro Forma Effect thereto and to any other relevant transaction
         occurring during the then most recent twelve (12) month period, (1) no
         Default shall have occurred or be continuing or would result therefrom,
         and (2) the Senior Funded Indebtedness to EBITDA Ratio shall not exceed
         2.25 to 1.00, both as confirmed by a certificate of a Responsible
         Officer of the Borrower in form and substance satisfactory to the
         Administrative Agent;

                  (f)      with respect to an Asset Acquisition primarily in
         exchange for cash (including Indebtedness incurred or assumed) (1) the
         total consideration (including Indebtedness incurred or assumed) for
         any one Asset Acquisition made pursuant to this clause (f) shall not
         exceed $10,000,000, and (2) as of the date of such Asset Acquisition,
         the total consideration (including Indebtedness incurred or assumed)
         for such Asset Acquisition, together with all other Asset Acquisitions
         made pursuant to this clause (f) during the immediately preceding
         twelve months, shall not exceed EBITDA for the Last Four Fiscal
         Quarters (taking into account EBITDA during the Last Four Fiscal
         Quarters attributable to any Asset Acquisitions made during the Last
         Four Fiscal Quarters but without giving Pro Forma Effect to such Asset
         Acquisitions), as established pursuant to Compliance Certificates
         delivered to the Administrative Agent as provided herein; and

                  (g)      with respect to an Asset Acquisition primarily in
         exchange for Capital Stock of the Borrower, (1) if such Capital Stock
         consists of equity securities other than common stock, all terms,
         conditions and provisions of those equity securities shall be
         satisfactory to Requisite Lenders, in their discretion, and (2) as of
         the date of such Asset Acquisition, the total consideration (including
         Indebtedness incurred or assumed) for such Asset Acquisition, together
         with all other Asset Acquisitions made pursuant to this clause (g)
         during the immediately preceding twelve months, shall not exceed an
         amount equal to the difference between (x) one hundred fifty percent
         (150%) of EBITDA for the Last Four Fiscal Quarters (taking into account
         EBITDA during the Last Four Fiscal Quarters attributable to any Asset
         Acquisitions made during the Last Four Fiscal Quarters but without
         giving Pro Forma Effect to such Asset Acquisitions), as established
         pursuant to Compliance Certificates delivered to the Administrative
         Agent as provided herein, and (y) the total consideration (including
         Indebtedness incurred or assumed) paid in connection with all Asset
         Acquisitions made during such period pursuant to the preceding clause
         (f).

         "Permitted Liens" shall mean Liens permitted pursuant to the provisions
of Section 9.2.

<PAGE>

         "Permitted Non-Guarantor Entity" shall mean a Person that meets all of
the following requirements:

                  (a)      Such Person shall be a Person in which the Borrower
         and its Subsidiaries own Capital Stock, but is not a Subsidiary of the
         Borrower, and the remaining Capital Stock of which is owned by a
         hospital or hospital system or individual physicians or Persons owned
         or controlled by individual physicians.

                  (b)      There shall be no restriction on the ability of such
         Person to pay dividends or make distributions of its available cash
         (i.e., cash remaining after debt service, payment of expenses and the
         establishment of reasonable reserves) to holders of its Capital Stock,
         other than pursuant to the law under which such Person is organized.

                  (c)      Such Person shall be engaged exclusively in the
         ownership or operation of a Center.

                  (d)      The aggregate amount of the Investments of the
         Borrower and its Subsidiaries contributed to or otherwise invested in
         all such Persons at any one time shall not exceed $15,000,000, plus the
         aggregate face amount of Contingent Obligations of the Borrower and its
         Subsidiaries incurred after the date hereof with respect to
         Indebtedness of such Persons, which shall not exceed $5,000,000.

                  (e)      At any one time there shall be no more than ten (10)
         Permitted Non-Guarantor Entities in which the Borrower or its
         Subsidiaries own Capital Stock or with respect to which the Borrower or
         its Subsidiaries have outstanding Contingent Obligations.

         "Person" shall mean an individual, corporation, partnership, limited
partnership, limited liability company, limited liability limited partnership,
trust, business trust, association, joint stock company, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization, Governmental
Authority or other form of entity not specifically listed herein.

         "Plan" shall mean an employee pension benefit plan covered by Title IV
of ERISA that is maintained by the Borrower or any of its Subsidiaries or a
Commonly Controlled Entity, and shall include any Single Employer Plan or any
Multi-Employer Plan.

         "Pledged Debt Securities" shall have the meaning given such term in the
Guarantee and Security Agreement.

         "Pledged Notes" shall have the meaning given such term in the Guarantee
and Security Agreement.

         "Pledged Securities" shall have the meaning given such term in the
Guarantee and Security Agreement.

<PAGE>

         "Pledged Stock" shall have the meaning given such term in the Guarantee
and Security Agreement.

         "Pricing Tier Determination Date" shall mean the fifth (5th) Business
Day following each deadline for delivering to the Administrative Agent the
financial statements, financial reports, certificates and other financial
information complying with the requirements of Section 8.1.1 or 8.1.2 and
containing information sufficient to enable a calculation of the Funded
Indebtedness to EBITDA Ratio for the purpose of determining the Applicable Base
Rate Margin, the Applicable Eurodollar Rate Margin, the Applicable Letter of
Credit Fee Percentage and the Applicable Commitment Fee Percentage pursuant to
Section 2.14.

         "Principal Obligor" shall mean, with respect to a specific indebtedness
or obligation, the Person creating, incurring, assuming or suffering to exist
such indebtedness or obligation without becoming liable for same as a surety or
guarantor.

         "Pro Forma Effect" shall mean, in making any calculation hereunder
necessary to determine whether the Borrower is in compliance with Section 10.1.2
or Section 10.1.3 or whether a Default would result from any Asset Acquisition,
(1) any Disposition of any asset(s) of the Borrower or any of the other Credit
Parties made during the twelve (12) month period ending on and including the
date of determination, other than a Disposition permitted by subsections 9.3(a),
(b) or (c), shall be assumed to have occurred on the first day of such period,
and (2) any Asset Acquisition made during the twelve (12) month period ending on
and including the date of determination shall be assumed to have occurred on the
first day of such period; provided that the Administrative Agent has been
furnished with annual audited financial statements or interim financial
statements regarding such Asset Acquisition that are in sufficient detail to
provide a basis for determining the Pro Forma Effect thereof and that otherwise
are in form and substance and prepared by Persons satisfactory to the
Administrative Agent.

         "Projections" means the projected balance sheets, statements of income
and statements of cash flows for the Borrower and its Subsidiaries for Fiscal
Years 2003 through 2006, prepared or approved by the Borrower and furnished to
the Administrative Agent, the Lenders and the Issuing Bank in connection with
the transactions that are the subject of this Agreement.

         "PSC" shall mean Physicians Surgical Care, Inc., a Delaware corporation
that has become a Subsidiary of the Borrower by virtue of merging with a
Subsidiary of the Borrower and being the surviving corporation in the merger.

         "Purchase Money Debt" shall mean (a) Indebtedness of the Borrower or
any of its Subsidiaries that, within thirty (30) days of the purchase of
equipment in which neither the Borrower nor any of its Subsidiaries at any time
prior to such purchase had any interest, is incurred to finance part or all of
(but not more than) the purchase price of such equipment, and that bears
interest at a rate per annum that is commercially reasonable at the time, and
(b) Indebtedness that constitutes a renewal, extension, refunding or refinancing
of, but not an increase in the principal amount of, Purchase Money Debt that is
such by virtue of clause (a), is binding only upon the obligor or obligors under
the Purchase Money Debt being renewed,

<PAGE>

extended or refunded and bears interest at a rate per annum that is commercially
reasonable at the time.

         "Recovery Event" shall mean any settlement of or payment in respect of
any property or casualty insurance claim or any eminent domain proceeding
relating to any asset of the Borrower or any of its Subsidiaries, which
settlement or payment yields gross proceeds to the Borrower or any such
Subsidiary in excess of $1,000,000; provided, however, that any Recovery Event
with respect to an asset of a Majority Owned Center Subsidiary or a Permitted
Non-Guarantor Entity shall be treated as a Recovery Event hereunder only to the
extent of the interest(s) (direct or indirect) of the Borrower and the other
Credit Parties in the subject property.

         "Reinvestment Deferred Amount" shall mean, with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or
any other Credit Party in connection therewith that are not applied to prepay
Loans or reduce the Commitments pursuant to Section 2.1.3 as a result of the
delivery of a Reinvestment Notice.

         "Reinvestment Event" shall mean any Asset Sale or Recovery Event in
respect of which the Borrower has delivered a Reinvestment Notice.

         "Reinvestment Notice" shall mean a written notice executed by a
Responsible Officer of the Borrower stating that no Default has occurred and is
continuing and that either the recipient of Net Cash Proceeds of an Asset Sale
or Recovery Event or the Borrower (directly or indirectly through a Wholly Owned
Subsidiary to the extent otherwise permitted hereunder) intends and expects to
use all or a specified portion of such Net Cash Proceeds to acquire assets
useful in its business.

         "Reinvestment Prepayment Amount" shall mean, with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amounts expended prior to the relevant Reinvestment Prepayment Date to acquire
assets useful in the business of the Borrower and its Subsidiaries.

         "Reinvestment Prepayment Date" shall mean, with respect to any
Reinvestment Event, the earlier of (a) the date occurring three hundred and
sixty-five (365) days after such Reinvestment Event, and (b) the date on which
the Borrower shall have determined not to acquire assets useful in the
Borrower's or the applicable Subsidiary's business with all or any portion of
the relevant Reinvestment Deferred Amount.

         "Rent Expense" shall mean, as to any Person for any period, the
aggregate rent and lease expenses recorded by such Person and its Subsidiaries
on a consolidated basis in conformity with GAAP pursuant to any Operating Lease.

         "Reportable Event" shall mean any of the events set forth under Section
4043(c) of ERISA or the PBGC regulations thereunder.

         "Required Appraisal" shall have the meaning given such term in Section
4.3.

<PAGE>

         "Requirement of Law" shall mean, as to any Person (a) the partnership
agreement, charter, certificate of incorporation, articles of incorporation,
bylaws, operating agreement or other organizational or governing documents of
such Person, (b) any federal, state or local law, treaty, ordinance, rule or
regulation, and (c) any order, decree or determination of a court, arbitrator or
other Governmental Authority; in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

         "Requisite Lenders" shall mean, as of any date of determination,
Lenders having at least fifty-one percent (51%) of the Commitments.

         "Responsible Officer" shall mean, as to any Person, either (a) its
president, chief executive officer or chief financial officer, or (b) with
respect to financial matters, its president, chief executive officer, chief
financial officer or any vice president designated in writing by the chief
executive officer to the Administrative Agent.

         "Restricted Payments" shall mean, as to any Person for any period:

                  (a)      dividends, other distributions and other payments or
         deliveries of property on account of the Capital Stock, or any
         warrants, options or other rights in respect of any Capital Stock, of
         such Person or its Subsidiaries, now or hereafter outstanding, that are
         recorded by such Person and its Subsidiaries on a consolidated basis
         (excluding any such dividends, distributions and other payments made
         solely to such Person or a Wholly Owned Subsidiary of such Person by a
         Subsidiary of such Person),

                  (b)      amounts paid to purchase, redeem, retire or otherwise
         acquire for value any of the Capital Stock, or any warrants, options or
         other rights in respect of any Capital Stock, of such Person or its
         Subsidiaries, now or hereafter outstanding (excluding any such amounts
         paid solely to such Person or a Wholly Owned Subsidiary of such Person
         by a Subsidiary of such Person),

                  (c)      any assets segregated or set apart by such Person or
         any of its Subsidiaries (including any money or property deposited with
         a trustee or other paying agent) for a sinking or analogous fund for
         the purchase, redemption or retirement or other acquisition of any
         Capital Stock, or any warrants, options or other rights in respect of
         any Capital Stock, of such Person or its Subsidiaries, now or hereafter
         outstanding (excluding any assets so segregated or set apart with
         respect to any stock, warrants, options or other rights held by a
         Wholly Owned Subsidiary of such Person),

                  (d)      payments made or required to be made by such Person
         with respect to any stock appreciation rights plan, equity incentive or
         achievement plan or any similar plan and any assets segregated or set
         apart for such purposes (including any money or property deposited with
         a trustee or other paying agent), and

                  (e)      any payment, purchase, redemption or acquisition of
         Subordinated Indebtedness and any assets segregated or set apart for
         such purposes (including any money or property deposited with a trustee
         or other paying agent), excluding, however,

<PAGE>

         regularly scheduled payments of interest made according to the stated
         terms of such Subordinated Indebtedness;

         all as determined in conformity with GAAP.

         "Revolving Credit Commitments" shall mean, at any time, the commitment
of all the Lenders, collectively, to make Revolving Loans to the Borrower during
the Commitment Period pursuant to the provisions of Section 2.2, and the
"Revolving Credit Commitment" of any Lender at any time shall mean an amount
equal to such Lender's Percentage multiplied by the then effective aggregate
Revolving Credit Commitments. The Revolving Credit Commitments are in the
aggregate amount set forth in Section 2.1.

         "Revolving Credit Facility" shall mean the revolving credit facility
provided by the Lenders pursuant to the Revolving Credit Commitments as more
particularly set forth in Section 2.2.

         "Revolving Loans" shall mean the loans made by the Lenders to the
Borrower pursuant to the provisions of Section 2.2.

         "Revolving Notes" shall mean the promissory notes, substantially in the
form of Exhibit 2.9A, executed by the Borrower in favor of the Lenders,
evidencing the indebtedness of the Borrower to the Lenders in connection with
the Revolving Loans.

         "S&P" shall mean Standard & Poor's Ratings Service, a division of The
McGraw-Hill Companies, and its successors.

         "Scheduled Acquisitions" shall mean the Asset Acquisitions identified
as such on Schedule 9.4.

         "Security Documents" shall mean the Guarantee and Security Agreement,
the Mortgages and the Financing Statements, together with all documents,
instruments and agreements now or hereafter executed or delivered pursuant
thereto or in connection therewith.

         "Senior Funded Indebtedness to EBITDA Ratio" shall mean, for the
Borrower and its Subsidiaries on a consolidated basis, calculated as of any date
of determination for the Last Four Fiscal Quarters after giving Pro Forma Effect
to any relevant transaction occurring during such period, the ratio of (a)
Consolidated Funded Indebtedness less Subordinated Indebtedness, to (b) EBITDA.

         "Single Employer Plan" shall mean any Plan that is not a Multi-Employer
Plan.

         "Solvent" shall mean, with respect to any Person on any particular
date, that on such date (a) the fair value of the assets of such Person (both at
fair valuation and at present fair saleable value) is, on the date of
determination, greater than the total amount of liabilities, including
contingent and unliquidated liabilities, of such Person, (b) such Person is able
to pay all liabilities of such Person as they mature, and (c) such Person does
not have unreasonably small

<PAGE>

capital with which to carry on its business. In computing the amount of
contingent or unliquidated liabilities at any time, such liabilities will be
computed at the amount that, in light of all the facts and circumstances
existing at such time, represents the amount that can be reasonably expected to
become an actual or matured liability.

         "Specified Hedge Agreement" shall mean any Hedge Agreement (a) entered
into by (i) the Borrower or any of its Subsidiaries and (ii) any Lender or any
Affiliate thereof, or any Person that was a Lender or an Affiliate thereof when
such Hedge Agreement was entered into as counterparty and (b) that has been
designated by such Lender and the Borrower, by notice to the Administrative
Agent not later than 90 days after the execution and delivery thereof by the
Borrower or such Subsidiary, as a Specified Hedge Agreement; provided that the
designation of any Hedge Agreement as a Specified Hedge Agreement shall not of
itself create in favor of any Lender or Affiliate thereof that is a party
thereto any rights in connection with the administration, management or release
of any Collateral or of the obligations of any Subsidiary Guarantor under the
Guarantee and Security Agreement.

         "Subordinated Indebtedness" shall mean (a) the Indebtedness of the
Borrower and its Subsidiaries pursuant to the 2003 Subordinated Notes and the
other 2003 Subordinated Note Documents, and (b) any other Indebtedness of the
Borrower and its Subsidiaries that (i) is subordinated in right of payment to
the Obligations as provided in Exhibit 1.1B or on other terms satisfactory to
the Administrative Agent and Requisite Lenders, in their discretion, and (ii)
does not mature or require any principal amortization prior to the day that is
six (6) months after the Maturity Date.

         "Subsidiary" shall mean, as to any Person (a) a corporation, limited
liability company or other entity of which shares of Capital Stock having
ordinary voting power (other than Capital Stock having such power only by reason
of the occurrence of a contingency) to elect a majority of the board of
directors or other managers thereof are at the time owned, or which entity
otherwise is controlled, directly or indirectly through one or more
intermediaries or both, by such Person, or (b) a partnership in which such
Person is the controlling general partner or that otherwise is controlled,
directly or indirectly through one or more intermediaries or both, by such
Person.

         "Subsidiary Guarantor" shall mean each Subsidiary of the Borrower,
whether now in existence or hereafter created or acquired, other than an
Excluded Subsidiary.

         "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans pursuant to Section 2.3.

         "Swingline Facility" shall mean the swingline credit facility provided
by the Swingline Lender pursuant to the Swingline Commitment as more
particularly set forth in Section 2.3.

         "Swingline Lender" shall mean Bank of America and any other financial
institution that, subject to approval by the Administrative Agent and the
Borrower, agrees to become a party to this Agreement and to make Swingline Loans
pursuant to Section 2.3. As used herein and in the

<PAGE>

other Loan Documents, "Lender" shall include the Swingline Lender except to the
extent that the context requires otherwise.

         "Swingline Loans" shall mean the loans made to the Borrower by the
Swingline Lender pursuant to Section 2.3.

         "Swingline Note" shall mean the promissory note, in substantially the
form of Exhibit 2.9B, executed by the Borrower in favor of the Swingline Lender,
evidencing the indebtedness of the Borrower to the Swingline Lender in
connection with the Swingline Loans.

         "Symbion (Tennessee)" shall mean Symbion, Inc., a Tennessee corporation
that was merged with and into Symbion.

         "Title Policy" means a policy of title insurance (ALTA Loan Policy -
1992 or local equivalent) in form, substance and amount and issued by a title
insurance company satisfactory to the Administrative Agent, naming the
Administrative Agent as the insured, insuring that the Mortgage that is the
subject thereof constitutes a valid first lien on and security title to the real
property described therein, free and clear of all defects and encumbrances
except Permitted Liens, and containing:

                  (a)      full coverage against liens of mechanics,
         materialmen, laborers and any other parties who might claim statutory
         or common law liens;

                  (b)      no survey exceptions other than those approved by the
         Administrative Agent;

                  (c)      no exceptions for parties in possession under
         unrecorded instruments;

                  (d)      no exceptions for easements or claims of easements
         not shown by public records except for matters shown on the survey
         approved by the Administrative Agent;

                  (e)      no other exceptions except as approved by the
         Administrative Agent;

                  (f)      comprehensive, contiguity, restrictions,
         encroachments, zoning, survey, usury, creditor's rights, revolving
         credit, subsequent advance, tax, doing-business, access, street,
         variable rate, environmental protection, subdivision, tax deed, first
         loss, last dollar, tie-in and other endorsements to the extent
         applicable and available and reasonably required by the Administrative
         Agent; and

                  (g)      such affirmative insurance and reinsurance as the
         Administrative Agent in its discretion may require.

         "2003 Subordinated Note Documents" shall mean the 2003 Subordinated
Notes, the 2003 Subordinated Note Indenture and the 2003 Subordinated Note
Purchase Agreement, together with any other instruments and agreements entered
into by the Borrower or any of its Subsidiaries in connection therewith.

<PAGE>

         "2003 Subordinated Note Indenture" shall mean the Indenture (as defined
in the 2003 Subordinated Notes).

         "2003 Subordinated Note Purchase Agreement" shall mean the Securities
Purchase Agreement, dated or to be dated on or about July 18, 2003, entered into
by the Borrower, certain Subsidiaries of the Borrower, as guarantors, and DLJ
Investment Partners II, L.P., DLJ Investment Partners, L.P., and DLJIP II
Holdings, L.P., as initial purchasers.

         "2003 Subordinated Notes" shall mean the 14 -3/4 % Senior Subordinated
Notes Due 2008 of the Borrower issued from time to time pursuant to the 2003
Subordinated Note Purchase Agreement or the 2003 Subordinated Note Indenture.

         "UCC" shall mean the Uniform Commercial Code as in effect in the State
of Tennessee or any other applicable jurisdiction, as the context may require.

         "Wholly Owned Subsidiary" shall mean, as to any Person, any other
Person all of the Capital Stock of which (other than directors' qualifying
shares required by law) is owned by the first Person directly or through one or
more other Wholly Owned Subsidiaries of the first Person.

         1.2.     Accounting and Commercial Terms. As used in this Agreement,
all accounting terms used but not otherwise defined herein shall have the
respective meanings assigned to them in conformity with GAAP. All terms used but
not otherwise defined herein that are defined or used in Article 9 of the UCC
shall have the respective meanings assigned to them in such Article.

         1.3.     General Construction. As used in this Agreement, the
masculine, feminine and neuter genders and the plural and singular numbers shall
be deemed to include the others in all cases in which they would so apply.
"Includes" and "including" are not limiting, and shall be deemed to be followed
by "without limitation" regardless of whether such words or words of like import
in fact follow same. The word "or" is not intended and shall not be construed to
be exclusive, and unless the context clearly indicates otherwise, the
disjunctive "or" shall include the conjunctive "and".

         1.4.     Defined Terms; Headings. The use of defined terms in the Loan
Documents is for convenience of reference and shall not be deemed to be limiting
or to have any other substantive effect with respect to the persons or things to
which reference is made through the use of such defined terms. Article and
section headings and captions in the Loan Documents are included in such Loan
Documents for convenience of reference and shall not constitute a part of the
applicable Loan Documents for any other purpose.

         1.5.     References to this Agreement and Parts Thereof. As used in
this Agreement, unless otherwise specified the words "hereof," "herein" and
"hereunder" and words of similar import shall refer to this Agreement including
all schedules and exhibits hereto, as a whole, and not to any particular
provision of this Agreement, and the words "Article", "Section", "Schedule" and
"Exhibit" refer to articles, sections, schedules and exhibits of or to this
Agreement.

<PAGE>

         1.6.     Documentary References. Any reference herein to any
instrument, document or agreement, by whatever terminology used, shall be deemed
to include any and all amendments, modifications, supplements, extensions,
renewals, substitutions or replacements thereof as the context may require.

         1.7.     Legal References. Any reference herein to any law shall be a
reference to such law as in effect from time to time and shall include any rules
and regulations promulgated or published thereunder and published
interpretations thereof.

                                   ARTICLE 2.

                           LOANS AND LETTERS OF CREDIT

         2.1.     Commitments.

                  2.1.1.   Amounts of Commitments.

                           (a)      The aggregate amount of the Commitments
                  shall be $110,000,000. Provided that no Default shall have
                  occurred and be continuing and the Commitments have not been
                  terminated, the Borrower shall be entitled, at any time prior
                  to the day that is eighteen (18) months after the date hereof,
                  with the written consent of the Administrative Agent,
                  Requisite Lenders and all Lenders providing such increased
                  amount, to request an increase in the Commitments of up to
                  $20,000,0000 in the aggregate. In such event, this Agreement
                  and the other Loan Documents may be amended, modified or
                  supplemented by one or more agreements among the Borrower, the
                  Administrative Agent, Requisite Lenders and all Lenders
                  providing such increased amount, to the extent the
                  Administrative Agent determines the same to be necessary but
                  without the need for any further approval or consent from the
                  other Lenders, to effectuate such increase and to cause all of
                  the Lenders (including any new Lenders providing all or part
                  of such increased amount) to participate in the extensions of
                  credit hereunder in accordance with their respective
                  Percentages after giving effect to any such increase in the
                  Commitments.

                           (b)      The aggregate amount of the Revolving Credit
                  Commitments at any time is equal to the aggregate amount of
                  the Commitments in effect at such time less the aggregate
                  amount of Letter of Credit Liabilities outstanding at such
                  time.

                           (c)      The aggregate amount of the Letter of Credit
                  Commitments at any time is equal to the lesser of: (1) the
                  aggregate amount of the Commitments in effect at such time
                  less the aggregate amount of Loans outstanding at such time,
                  and (2) $2,000,000.

<PAGE>

         2.1.2.   Voluntary Reductions of Commitments. The Borrower shall have
the right, at any time and from time to time, to terminate in whole or
permanently reduce in part, without premium or penalty, the Commitments in an
amount up to the amount by which the Commitments exceed the aggregate amount of
the then outstanding Loans and Letter of Credit Liabilities. The Borrower shall
give not less than ten (10) Business Days' prior written notice to the
Administrative Agent designating the date (which shall be a Business Day) of
such termination or reduction and the amount of any reduction. Promptly after
receipt of a notice of such termination or reduction, the Administrative Agent
shall notify each Lender of the proposed termination or reduction. Such
termination or reduction of the Commitments shall be effective on the date
specified in the Borrower's notice and shall reduce the Commitment of each
Lender in proportion to its Percentage of the Commitments. Any such reduction of
the Commitments shall be in a minimum amount of $5,000,000 and in integral
multiples of $1,000,000.

         2.1.3.   Mandatory Prepayments and Reductions of Commitments.

                  (a)      If on any date the Borrower or any of its
         Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or
         Recovery Event then, unless a Reinvestment Notice shall have been
         delivered previously to the Administrative Agent in respect thereof,
         such Net Cash Proceeds shall be applied on such date to the prepayment
         of Loans and the reduction of the Commitments as set forth in
         subsection 2.1.3(b); provided that on each Reinvestment Prepayment
         Date, an amount equal to the Reinvestment Prepayment Amount with
         respect to the relevant Reinvestment Event shall be applied to the
         prepayment of Loans and the reduction of the Commitments as set forth
         in subsection 2.1.3(b).

                  (b)      Amounts to be applied in connection with prepayments
         and Commitment reductions made pursuant to this Section 2.1.3 shall be
         applied to the permanent reduction of the Commitments so long as any
         portion of the Commitments remains in effect, and after the Commitments
         have been reduced to zero and all Obligations have been satisfied, any
         remaining amounts shall be paid to the Borrower or such other Person as
         shall be lawfully entitled thereto. Contemporaneous with any such
         reduction of the Commitments, the Borrower shall prepay Loans to the
         extent, if any, that the aggregate amount of the then outstanding Loans
         and Letter of Credit Liabilities exceed the amount of the Commitments
         as so reduced, and if after such prepayment the aggregate principal
         amount of Letter of Credit Liabilities then outstanding exceeds the
         amount of the Commitments as so reduced, the Borrower shall, to the
         extent of the balance of such excess, replace outstanding Letters of
         Credit or deposit an amount in immediately available funds in a
         Collateral Account established with the Administrative Agent in
         accordance with the procedures specified in Section 11.3 in the same
         manner as if an Event of Default had occurred and was
         continuing.

2.2.     Revolving Loans.

         2.2.1.   Commitment to Make Revolving Loans. Subject to all of the
terms and conditions of this Agreement (including the conditions set forth in
Sections 6.1 and 6.2)

<PAGE>

and in reliance upon the representations and warranties of the Borrower herein
set forth, each Lender hereby severally agrees to make Revolving Loans to the
Borrower from time to time during the Commitment Period, in amounts up to its
Percentage of the aggregate Revolving Credit Commitments, for the purposes
identified in Section 2.11; provided, however, that in no event shall (a) the
aggregate principal amount of the Revolving Loans made by any Lender that are
outstanding at any time exceed such Lender's Revolving Credit Commitment, (b)
the aggregate principal amount of the Revolving Loans made by all Lenders and
the Swingline Loans made by the Swingline Lender that are outstanding at any
time exceed the Revolving Credit Commitments then in effect. Each Lender's
Revolving Credit Commitment shall expire upon the expiration of the Commitment
Period, and all Revolving Loans shall be paid in full no later than the Maturity
Date.

         2.2.2.   Lenders' Obligations Several; Proportionate Loans. The
obligations of the Lenders to make Revolving Loans under Section 2.2.1 shall be
several and not joint and, subject to Section 2.15.4, all Revolving Loans under
this Agreement shall be made by the Lenders simultaneously and proportionately
to their respective Percentages of the Revolving Credit Commitments. It is
understood and agreed that the failure of any Lender to make its Revolving Loan
as part of any Borrowing under Section 2.2.1 shall not relieve any other Lender
of its obligation to make its Revolving Loan as provided in Section 2.2.1 with
respect to such Borrowing (or any future Borrowings under Section 2.2.1).
Neither the Administrative Agent nor any Lender shall be responsible for the
failure of any other Lender to make a Revolving Loan as provided herein nor
shall the Revolving Credit Commitment of any Lender be increased as a result of
the default by any other Lender in such other Lender's obligation to make
Revolving Loans hereunder.

         2.2.3.   Revolving Credit; Minimum Borrowings. Amounts borrowed by the
Borrower under the Revolving Credit Commitments may be prepaid and reborrowed
from time to time to during the Commitment Period. The aggregate amount of
Revolving Loans made on any Funding Date shall be in a minimum amount of
$1,000,000 and in integral multiples of $100,000 in excess of that amount;
provided, however, that the aggregate amount of Eurodollar Loans made on any
Funding Date shall be in a minimum amount of $2,500,000 and in integral
multiples of $100,000 in excess of that amount.

         2.2.4.   Notice of Borrowing.

                  (a)      Delivery of Notice. Whenever the Borrower desires to
         borrow under Section 2.2, it shall deliver to the Administrative Agent
         a Notice of Borrowing no later than 11:00 a.m. (Central time) at least
         one (1) Business Day in advance of the proposed Funding Date (in the
         case of Base Rate Loans) or three (3) Business Days in advance of the
         proposed Funding Date (in the case of Eurodollar Loans). The Notice of
         Borrowing shall specify (i) the proposed Funding Date (which shall be a
         Business Day), (ii) the amount of the proposed Borrowing, (iii) whether
         the proposed Borrowing shall be in the form of Base Rate Loans or
         Eurodollar Loans, and (iv) in the case of Eurodollar Loans, the
         requested Interest Period. In lieu of delivering a Notice of Borrowing,
         the Borrower may give the Administrative Agent telephonic notice by the
         required

<PAGE>

         time of notice of any proposed Borrowing under this Section 2.2.4;
         provided, however, that such notice shall be promptly confirmed in
         writing by delivery of a Notice of Borrowing to the Administrative
         Agent on or prior to the Funding Date of the requested Revolving Loans.
         The execution and delivery of each Notice of Borrowing shall be deemed
         a representation and warranty by the Borrower that the requested
         Revolving Loans may be made in accordance with, and will not violate
         the requirements of, this Agreement, including those set forth in
         Section 2.2.1.

                  (b)      No Liability for Telephonic Notices. Neither the
         Administrative Agent nor any Lender shall incur any liability to the
         Borrower in acting upon any telephonic notice given pursuant to this
         Section 2.2.4 that the Administrative Agent believes in good faith to
         have been given by a duly authorized officer or other person authorized
         to borrow on behalf of the Borrower or for otherwise acting in good
         faith under this Section 2.2.4 and, upon the funding of Revolving Loans
         by the Lenders in accordance with this Agreement pursuant to any
         telephonic notice, the Borrower shall have effected a Borrowing of
         Revolving Loans hereunder.

                  (c)      Notice Irrevocable. A Notice of Borrowing for
         Eurodollar Loans (or a telephonic notice in lieu thereof) shall be
         irrevocable on and after the related Interest Rate Determination Date,
         and the Borrower shall be bound to make a Borrowing in accordance
         therewith.

         2.2.5.   Disbursement of Funds. Promptly after receipt of a Notice of
Borrowing (or telephonic notice in lieu thereof), the Administrative Agent shall
notify each Lender of the proposed Borrowing in writing, or by telephone
promptly confirmed in writing. Each Lender shall make the amount of its
Revolving Loan available to the Administrative Agent, in immediately available
(same day) funds, at the Lending Office of the Administrative Agent, not later
than 11:00 a.m. (Central time) on the Funding Date. The Administrative Agent
shall make the proceeds of such Revolving Loans available to the Borrower on
such Funding Date by causing an amount of immediately available (same day) funds
equal to the proceeds of all such Revolving Loans received by the Administrative
Agent to be credited to the account of the Borrower at such office of the
Administrative Agent.

2.3.     Swingline Loans.

         2.3.1.   Commitment to Make Swingline Loans. Subject to all of the
terms and conditions of this Agreement (including the conditions set forth in
Sections 6.1 and 6.2 and the limitations set forth in Section 2.2.1), and in
reliance upon the representations and warranties of the Borrower set forth
herein and the agreements of the other Lenders set forth in Sections 2.3.3 and
2.3.4, the Swingline Lender hereby agrees to make Swingline Loans to the
Borrower from time to time during the Commitment Period, in an aggregate
principal amount not to exceed $5,000,000 outstanding at any time, for the
purposes identified in Section 2.11, notwithstanding the fact that the aggregate
amount of the

<PAGE>

outstanding Swingline Loans, when added to the Swingline Lender's Percentage of
the outstanding Revolving Loans and Letter of Credit Liabilities, from time to
time may exceed the amount of such Lender's Commitment. Immediately upon the
making of a Swingline Loan, each Lender shall be deemed to have purchased, and
hereby irrevocably and unconditionally agrees to purchase, from the Swingline
Lender a risk participation in such Swingline Loan in an amount equal to the
product obtained by multiplying such Lender's Percentage by the amount of such
Swingline Loan. Amounts borrowed by the Borrower under the Swingline Commitment
may be prepaid and reborrowed from time to time during the Commitment Period.
The Swingline Lender's commitment to make Swingline Loans as provided in this
Section 2.3.1 shall expire upon the expiration of the Commitment Period, and all
Swingline Loans shall be paid in full no later than the Maturity Date.

         2.3.2.   Funding Procedures for Swingline Loans. Except to the extent
that funding of Swingline Loans is being administered through an automated cash
management system mutually approved in writing by the Borrower and the Swingline
Lender, the Borrower shall give to the Swingline Lender written notice (or
telephonic notice to be confirmed promptly in writing) of a proposed Borrowing
consisting of a Swingline Loan, specifying the amount of the requested Swingline
Loan, not later than 11:00 a.m., Central time, on the Business Day of the
proposed Borrowing. Each request for a Swingline Loan shall be deemed a
representation and warranty by the Borrower that the requested Swingline Loan
may be made in accordance with, and will not violate the requirements of, this
Agreement, including those set forth in Section 2.3.1. Not later than 2:00 p.m.,
Central time, on the Business Day of the proposed Borrowing of a Swingline Loan,
the Swingline Lender shall make the proceeds of the requested Swingline Loan
available to the Borrower at the office of the Swingline Lender by crediting an
account of the Borrower maintained at such office that has been designated for
such purpose in writing by the Borrower to the Swingline Lender. Except to the
extent that funding of Swingline Loans is being administered through an
automated cash management system as aforesaid, each Swingline Loan shall be in a
minimum amount of $100,000 and in integral multiples of $100,000 in excess of
that amount.

         2.3.3.   Repayment of Swingline Loans With Revolving Loans. Regardless
of whether the conditions set forth in Sections 6.1 and 6.2 have been or are
capable of being satisfied, on any Business Day the Swingline Lender may, in its
sole discretion, give notice to the Lenders that some part or all of the
outstanding Swingline Loans are to be repaid on the next succeeding Business Day
with a Borrowing of Revolving Loans constituting Base Rate Loans made pursuant
to Section 2.2.1 (but not subject to Section 2.2.3) in the same manner and with
the same force and effect as if the Borrower had submitted a Notice of Borrowing
therefor pursuant to Section 2.2.4. Subject to and in accordance with Sections
2.2.1 and 2.2.2, each Lender shall make the amount of its Revolving Loan
available to the Administrative Agent, in immediately available funds, at the
Lending Office of the Administrative Agent, not later than 11:00 a.m. (Central
time) on the applicable Funding Date. The Administrative Agent shall make the
proceeds of such Revolving Loans available to the Swingline Lender on such
Funding Date by causing an amount of immediately available funds equal to the
proceeds of all such

<PAGE>

Revolving Loans received by the Administrative Agent to be credited to an
account of the Swingline Lender at such office of the Administrative Agent, or
shall make such proceeds available to the Swingline Lender in such other manner
as shall be satisfactory to the Administrative Agent and the Swingline Lender.

         2.3.4.   Participations in Swingline Loans. If for any reason a
requested Borrowing of Revolving Loans pursuant to Section 2.3.3 is not or
cannot be effected, the Lenders will, as of the date such proposed Borrowing
otherwise would have occurred but adjusted for any payments received in respect
of such Swingline Loan(s) by or for the account of the Borrower on or after such
date and prior to such purchase, immediately fund their respective
participations in the outstanding Swingline Loans as necessary to cause the
Lenders to share in such Swingline Loan(s) proportionately in accordance with
their respective Percentages. Whenever, at any time after any Lender has
purchased a participating interest in a Swingline Loan, the Swingline Lender
receives any payment on account thereof, the Swingline Lender will distribute to
such Lender its proportionate share of such amount (appropriately adjusted, in
the case of interest payments, to reflect the period of time during which such
Lender's participating interest was outstanding and funded); provided, however,
that in the event any such payment received by the Swingline Lender is
subsequently set aside or is required to be refunded, returned or repaid, such
Lender will repay to the Swingline Lender its proportionate share thereof.

         2.3.5.   Failure to Pay by Lenders. If any Lender shall fail to perform
its obligation to make a Revolving Loan pursuant to Section 2.3.3 or to purchase
a participation in Swingline Loans pursuant to Section 2.3.4, the amount in
default shall bear interest for each day from the day such amount is payable
until fully paid at a rate per annum equal to the Federal Funds Rate or any
other rate customarily used by banks for the correction of errors among banks,
but in no event to exceed the Highest Lawful Rate, and such obligation may be
satisfied by application by the Administrative Agent (for the account of the
Swingline Lender) of any payment that such Lender otherwise is entitled to
receive under this Agreement. Pending repayment, each such advance shall be
secured by such Lender's participation interest, if any, in the Swingline Loans
and any security therefor, and the Swingline Lender shall be subrogated to such
Lender's rights hereunder in respect thereof.

         2.3.6.   Lenders' Obligations Absolute. The obligation of each Lender
to make Revolving Loans pursuant to Section 2.3.3 and to purchase participations
in Swingline Loans pursuant to Section 2.3.4 shall be unconditional and
irrevocable, shall not be subject to any qualification or exception whatsoever,
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances and shall be binding in accordance with the terms and
conditions of this Agreement under all circumstances, including the following
circumstances:

                  (a)      any lack of validity or enforceability of this
         Agreement, any of the other Loan Documents or any other instrument,
         document or agreement relating to the transactions that are the subject
         thereof;

<PAGE>

                  (b)      the existence of any claim, defense, set-off or other
         right that the Borrower, any Guarantor or any Lender may have at any
         time against the any Agent-Related Person, the Swingline Lender, any
         other Lender, the Issuing Bank or any other Person, whether in
         connection with this Agreement, the transactions contemplated herein or
         any related transactions;

                  (c)      the surrender or impairment of any security for the
         performance or observance of any of the terms of this Agreement;

                  (d)      the occurrence or continuance of any Default;

                  (e)      any adverse change in the condition (financial or
         other) of the Borrower or any Guarantor; or

                  (f)      any other reason.

2.4.     Letters of Credit.

         2.4.1.   Issuance of Letters of Credit. The Borrower may request the
Issuing Bank at any time and from time to time during the Commitment Period to
issue, and subject to and upon all of the terms and conditions of this Agreement
(including the conditions set forth in Sections 6.1 and 6.2) and in reliance
upon the representations and warranties of the Borrower herein set forth the
Issuing Bank shall issue, for the account of the Borrower and for the benefit of
the holder(s) (or any trustee, agent or other representative of such holder(s))
of Letter of Credit Supportable Obligations of the Borrower and its
Subsidiaries, one or more irrevocable standby letters of credit in the form
customarily used by such Issuing Bank, or in such other form as has been
approved by the Issuing Bank and the Administrative Agent, in support of such
Letter of Credit Supportable Obligations; provided, however, that (a) each
Letter of Credit shall be in a minimum stated amount of $50,000, (b) each Letter
of Credit by its terms shall terminate no later than three hundred sixty-five
(365) days after the date of issuance (or the date of the most recent extension,
as the case may be), nor later than thirty (30) days prior to the Maturity Date,
and (c) in no event shall any Letter of Credit be issued if the issuance thereof
would cause the aggregate amount of the then outstanding Letter of Credit
Liabilities to exceed the aggregate amount of the Letter of Credit Commitments
then in effect.

         2.4.2.   Letter of Credit Requests. At least five (5) Business Days
prior to (a) the date on which the Borrower desires that a Letter of Credit be
issued hereunder or (b) the date on which the Borrower desires that the
expiration date of an outstanding Letter of Credit be extended, as the case may
be, the Borrower shall deliver to the Issuing Bank (with copies to the
Administrative Agent and each Lender) a Letter of Credit Request therefor. The
execution and delivery of each Letter of Credit Request shall be deemed a
representation and warranty by the Borrower that the requested Letter of Credit
issuance or extension may be accomplished in accordance with, and will not
violate the requirements of, this Agreement, including those set forth in
Section 2.4.1. Unless the Issuing Bank has received notice from the
Administrative Agent or Requisite Lenders

<PAGE>

before it issues or extends the requested Letter of Credit that a Default exists
or that the requested issuance or extension would violate the requirements of
this Agreement, including those set forth in Section 2.4.1, then the Issuing
Bank may issue or extend, as the case may be, the requested Letter of Credit for
the account of the Borrower in accordance with the Issuing Bank's usual and
customary practices. Upon the issuance or extension of any Letter of Credit, the
Issuing Bank shall promptly notify the Administrative Agent of such issuance or
extension, which notice to the Administrative Agent shall be accompanied by a
copy of the Letter of Credit so issued or the instrument(s) evidencing such
extension.

2.5.     Participations in Letter of Credit Liabilities.


         2.5.1.   Purchase of Participations by Lenders. Each Lender shall be
deemed to have irrevocably and unconditionally purchased and received from the
Issuing Bank, without recourse or warranty and without any further action on the
part of any party, an undivided interest and participation to the extent of such
Lender's Percentage in all Letter of Credit Liabilities as to each Letter of
Credit and any security therefor or guarantee relating thereto.

         2.5.2.   Notification by Issuing Bank of Drawing. The Issuing Bank
shall notify the Administrative Agent promptly after the presentation of any
draft and certificate or equivalent documents to the Issuing Bank in connection
with any drawing under a Letter of Credit not reimbursed by or on behalf of the
Borrower on the date such drawing is made. The Administrative Agent shall notify
each Lender of the same promptly after receipt of the aforesaid notice from the
Issuing Bank.

         2.5.3.   Payments by Lenders Upon a Drawing or Payment Under a Letter
of Credit; Adjustments. Each of the Lenders shall, on or before 11:00 a.m.
(Central time) on the date on which the Issuing Bank honors a drawing under a
Letter of Credit, unconditionally pay to the Administrative Agent, for
distribution by the Administrative Agent to the Issuing Bank, such Lender's
Percentage of such drawing; provided, however, that, if the Borrower should pay
in full or in part such drawing on the date thereof, the obligation of each
Lender to pay to the Issuing Bank pursuant to this Section 2.5.3 such Lender's
Percentage of such drawing shall be reduced by the amount equal to such Lender's
Percentage of such payment by the Borrower. Amounts paid in excess of the net
amount so owed by each Lender to the Issuing Bank shall promptly be refunded by
the Issuing Bank to the Administrative Agent for distribution by the
Administrative Agent to the respective Lenders.

         2.5.4.   Failure to Pay by Lenders. If any Lender shall fail to pay its
Percentage of any drawing under a Letter of Credit as provided in Section 2.5.3
above, the Issuing Bank shall be deemed to have advanced funds on behalf of such
Lender. Any advance made by the Issuing Bank on behalf of a Lender hereunder and
not paid by such Lender to the Issuing Bank shall bear interest for each day
from the day such payment is due until such payment shall be paid in full at a
rate per annum equal to the Federal Funds Rate or any other rate customarily
used by banks for the correction of errors among banks, but in no

<PAGE>

event to exceed the Highest Lawful Rate, and shall be repaid by application by
the Administrative Agent (for the account of the Issuing Bank) of any payment
that such Lender otherwise is entitled to receive under this Agreement. Pending
repayment, each such advance shall be secured by such Lender's participation
interest in the Letter of Credit drawn upon, the Letter of Credit Liabilities
arising therefrom and any security therefor, and the Issuing Bank shall be
subrogated to such Lender's rights hereunder in respect thereof.

         2.5.5.   Lenders' Obligations Absolute. The obligation of each Lender
to pay to the Administrative Agent, for the benefit of the Issuing Bank, its
Percentage of each drawing under a Letter of Credit not indefeasibly repaid by
the Borrower shall be unconditional and irrevocable, shall not be subject to any
qualification or exception whatsoever, shall be made in accordance with the
terms and conditions of this Agreement under all circumstances and shall be
binding in accordance with the terms and conditions of this Agreement under all
circumstances, including the following circumstances:

                  (a)      any lack of validity or enforceability of this
         Agreement, any of the other Loan Documents or any other instrument,
         document or agreement relating to the transactions that are the subject
         thereof;

                  (b)      the existence of any claim, set-off, defense or other
         right that the Borrower or any other Credit Party or any Lender may
         have at any time against any Agent-Related Person, the Issuing Bank,
         any Lender or any other Person, whether in connection with this
         Agreement, the transactions contemplated herein or any related
         transactions;

                  (c)      any draft, statement or other document presented
         under or in connection with any Letter of Credit, this Agreement or any
         other Loan Document proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  (d)      the surrender or impairment of any security for the
         performance or observance of any of the terms of this Agreement;

                  (e)      the occurrence or continuance of any Default;

                  (f)      payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not comply
         with the terms of the Letter of Credit, except for any such payment
         resulting from the Issuing Bank's gross negligence or willful
         misconduct; or

                  (g)      any other reason.

         2.5.6.   Information Regarding Letter of Credit Liabilities. Upon
request by the Administrative Agent from time to time, the Issuing Bank shall
advise the Administrative Agent as to the various amounts of the outstanding
Letter of Credit Liabilities as shown

<PAGE>

on the records of the Issuing Bank. Upon request by the Lenders from time to
time, the Administrative Agent shall provide to the Lenders the aforesaid
information received from the Issuing Bank.

2.6.     Borrower's Obligations Absolute.

         2.6.1.   Obligations Absolute. The obligations of the Borrower under
this Agreement in respect of any Letter of Credit and under any other agreement
or instrument relating to any Letter of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and such other agreement or instrument under all circumstances, to the
extent permitted by law, including the following circumstances:

                  (a)      any lack of validity or enforceability of this
         Agreement, any of the other Loan Documents or any other instrument,
         document or agreement relating to the transactions that are the subject
         thereof;

                  (b)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the obligations of the
         Borrower in respect of the Letters of Credit or any other amendment or
         waiver of or any consent to departure from all or any of the Loan
         Documents;

                  (c)      any exchange or release of, or the non-perfection of
         any Lien on any Collateral, or any release or amendment or waiver of or
         consent to departure from any guaranty, for all or any of the Letter of
         Credit Liabilities;

                  (d)      the existence of any claim, set-off, defense or other
         right that the Borrower or any other Credit Party may have at any time
         against any beneficiary or any transferee of a Letter of Credit (or any
         Persons for whom any such beneficiary or transferee may be acting), any
         Agent-Related Person, the Issuing Bank, any Lender or any other Person,
         whether in connection with this Agreement, any of the other Loan
         Documents or the transactions contemplated hereby or thereby or any
         unrelated transaction;

                  (e)      any draft, statement or other document presented
         under or in connection with any Letter of Credit, this Agreement or any
         other Loan Document proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  (f)      payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not comply
         with the terms of the Letter of Credit, except for any such payment
         resulting from the Issuing Bank's gross negligence or willful
         misconduct;

                  (g)      any consequences arising from causes beyond the
         control of the Issuing Bank; and

<PAGE>

                  (h)      any other circumstances or happening whatsoever,
         regardless of whether similar to any of the foregoing, that might
         otherwise constitute a defense available to, or a discharge of, the
         Borrower or any other Credit Party.

         2.6.2.   No Liability. No action taken or omitted by the Issuing Bank
under or in connection with the Letters of Credit or the related applications,
agreements or certificates, if taken or omitted in good faith, shall put the
Administrative Agent, the Issuing Bank or any Lender under any resulting
liability to the Borrower.

2.7.     Interest.

         2.7.1.   Interest Rate on Loans. Subject to Section 2.7.3, the unpaid
principal balances of the Loans shall bear interest from their respective
Funding Dates through maturity (whether by acceleration or otherwise) (including
post-petition interest in any case or proceeding under applicable bankruptcy
laws) at a rate determined by reference to the Base Rate or the Eurodollar Rate.
The applicable basis for determining the rate of interest for Revolving Loans
shall be selected by the Borrower at the time a Notice of Borrowing is given
pursuant to Section 2.2.4 or at the time a Notice of Conversion/Continuation is
given pursuant to Section 2.8.2. If on any day any Revolving Loan is outstanding
with respect to which notice has not been delivered to the Administrative Agent
in accordance with the terms of this Agreement specifying the basis for
determining the rate of interest, then for that day such Revolving Loan shall
bear interest determined by reference to the Base Rate. The Revolving Loans
shall bear interest as follows:

                  (a)      if a Swingline Loan or a Base Rate Loan, then at a
         fluctuating rate per annum equal to the sum of the Base Rate, as it
         varies from time to time, plus the Applicable Base Rate Margin; or

                  (b)      if a Eurodollar Loan, then at a rate per annum equal
         to the sum of the Eurodollar Rate plus the Applicable Eurodollar Rate
         Margin.

         2.7.2.   Interest Rate on Unreimbursed Draws Under Letters of Credit.
The unpaid principal amount of all draws under Letters of Credit not immediately
repaid pursuant to Section 3.2 shall bear interest from the date of such drawing
until the principal balance thereof is paid in full at the Default Rate
applicable to Base Rate Loans. Interest accruing pursuant to this Section 2.7.2
shall be payable upon demand.

         2.7.3.   Default Rate. Upon the occurrence and during the continuance
of an Event of Default, the unpaid principal balances of the Loans and, to the
extent permitted by applicable law, any unpaid interest accrued in respect of
the Loans shall bear interest at the Default Rate; provided, however, that in
the case of Eurodollar Loans, upon the expiration of the Interest Period in
effect at the time any such increase in interest rate is effective, such
Eurodollar Loans shall thereupon become Base Rate Loans and thereafter bear
interest at the corresponding Default Rate. Interest accruing pursuant to this
Section 2.7.3 shall be payable upon demand.

<PAGE>

         2.7.4.   Conclusive Determination. Each determination by the
Administrative Agent of an interest rate under this Agreement shall be
conclusive and binding for all purposes, absent manifest error.

2.8.     Conversion or Continuation.

         2.8.1.   Option to Convert or Continue. Subject to the provisions of
Section 2.15, the Borrower shall have the option (a) at any time to convert all
or any part of any outstanding Base Rate Loans in an aggregate minimum amount of
$2,500,000 and integral multiples of $500,000 in excess of that amount from Base
Rate Loans to Eurodollar Loans, and (b) upon the expiration of any Interest
Period applicable to a specific Borrowing of Eurodollar Loans, (i) to convert
all or any portion of such Loans to Base Rate Loans, or (ii) to continue all or
any portion of such Loans in an aggregate minimum amount of $2,500,000 and
integral multiples of $500,000 in excess of that amount as Eurodollar Loans, and
the succeeding Interest Period of such continued Eurodollar Loans shall commence
on the expiration date of the Interest Period previously applicable thereto.

         2.8.2.   Notice of Conversion/Continuation. The Borrower shall deliver
a Notice of Conversion/Continuation to the Administrative Agent no later than
11:00 a.m. (Central time) at least three (3) Business Days in advance of the
proposed conversion/continuation date. A Notice of Conversion/Continuation shall
specify (a) the proposed conversion/continuation date (which shall be a Business
Day), (b) the aggregate amount of Loans to be converted/continued, (c) the
nature of the proposed conversion/continuation, and (d) the requested Interest
Period. In lieu of delivering a Notice of Conversion/Continuation, the Borrower
may give the Administrative Agent telephonic notice by the required time of any
proposed conversion/continuation under this Section 2.8; provided, however, that
such notice shall be promptly confirmed in writing by a Notice of
Conversion/Continuation delivered to the Administrative Agent on or before the
proposed conversion/continuation date. The execution and delivery of each Notice
of Conversion/Continuation shall be deemed a representation and warranty by the
Borrower that the requested conversion/continuation may be made in accordance
with, and will not violate the requirements of, this Agreement, including those
set forth in Sections 2.8.1 and 2.15.1.

         2.8.3.   Notice to the Lenders. Promptly after receipt of a Notice of
Conversion/Continuation (or telephonic notice in lieu thereof), the
Administrative Agent shall notify each Lender of the proposed conversion or
continuation. Neither the Administrative Agent nor any Lender shall incur any
liability to the Borrower in acting upon any telephonic notice referred to above
that the Administrative Agent believes in good faith to have been given by a
duly authorized officer or other person authorized to act on behalf of the
Borrower or for otherwise acting in good faith under this Section 2.8 and, upon
conversion/continuation by the Administrative Agent in accordance with this
Agreement pursuant to any telephonic notice, the Borrower shall have effected a
conversion/continuation of Loans hereunder.

<PAGE>

                  2.8.4.   Notice Irrevocable. A Notice of Conversion/
         Continuation shall be irrevocable on and after the related Interest
         Rate Determination Date, and the Borrower shall be bound to convert or
         continue such Loan in accordance therewith.

                  2.8.5.   Automatic Conversion. In the event any Eurodollar
         Loan is unpaid upon the expiration of the Interest Period applicable
         thereto and a Notice of Conversion/Continuation has not been given in
         the manner provided in Section 2.8.2, such Eurodollar Loan shall,
         effective as of the last day of such Interest Period, become a Base
         Rate Loan.

         2.9.     Notes; Records of Payments. Each Revolving Loan made by a
Lender to the Borrower pursuant to this Agreement shall be evidenced by a
Revolving Note payable to the order of such Lender in an amount equal to such
Lender's Percentage of the aggregate amount of the Commitments, and the
Swingline Loans made by the Swingline Lender to the Borrower pursuant to this
Agreement shall be evidenced by the Swingline Note. Each Lender (including the
Swingline Lender) hereby is authorized to record and endorse the date and
principal amount of each Loan made by it, and the amount of all payments and
prepayments of principal and interest made to such Lender with respect to such
Loans, on a schedule annexed to and constituting a part of the corresponding
Note(s) of such Lender, which recordation and endorsement shall constitute prima
facie evidence of such Loans made by such Lender to the Borrower and payments
made by the Borrower to such Lender, absent manifest error; provided, however,
that (a) failure by any Lender to make any such recordation or endorsement shall
not in any way limit or otherwise affect the obligations of the Borrower or the
rights and remedies of the Lenders under this Agreement or the Notes, and (b)
payments of principal and interest on the Loans to the Lenders shall not be
affected by the failure to make any such recordation or endorsement thereof. In
lieu of making recordation or endorsement, the Lenders hereby are authorized, at
their option, to record the payments or prepayments on their respective books
and records in accordance with their usual and customary practice, which
recordation shall constitute prima facie evidence of the Loans made by the
Lenders to the Borrower and the payments and prepayments made by the Borrower to
the Lenders, absent manifest error.

         2.10.    Administrative Agent's Right to Assume Funds Available. The
Administrative Agent may assume that each Lender has made the proceeds of its
Revolving Loans available to the Administrative Agent on the corresponding
Funding Date in the event the applicable conditions precedent to funding the
requested Revolving Loans set forth in Article 6 have been satisfied or waived
in accordance with Section 14.3, and the Administrative Agent, in its sole
discretion, may, but shall not be obligated to, advance all or any portion of
the amount of any requested Borrowing of Revolving Loans on such Funding Date to
the Borrower prior to receiving the proceeds of the corresponding Revolving
Loans from the Lenders. If the Administrative Agent has advanced proceeds of any
Revolving Loan to the Borrower on behalf of any Lender and such Lender fails to
make available to the Administrative Agent its Percentage share of such
Revolving Loan as required by Section 2.2, the Administrative Agent shall be
entitled to recover such amount on demand from such Lender. If such Lender does
not pay such amount forthwith upon the Administrative Agent's demand therefor,
the Administrative Agent shall notify the Borrower and the Borrower shall pay
such amount to the Administrative

<PAGE>

Agent. The Administrative Agent also shall be entitled to recover from such
Lender interest on such amount so advanced on behalf of such Lender for each day
from the date such amount was made available by the Administrative Agent to the
Borrower to the date such amount is recovered by the Administrative Agent at a
rate per annum equal to the Federal Funds Rate or any other rate customarily
used by banks for the correction of errors among banks, but in no event to
exceed the Highest Lawful Rate. Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill such Lender's Commitments or to prejudice
any rights that the Administrative Agent or the Borrower may have against any
Lender as a result of any default by such Lender hereunder.

         2.11.    Use of Proceeds. The proceeds of the Loans will be used by the
Borrower for working capital purposes and for other general corporate purposes,
including the making of Capital Expenditures, the refinancing of Indebtedness of
the Borrower and its Subsidiaries and the financing of Permitted Acquisitions,
and will not be used by the Borrower for any purpose prohibited by the terms of
this Agreement or by any law.

         2.12.    Credit Fees. In consideration for the obligations of the
Administrative Agent, the Issuing Bank and the Lenders set forth herein, the
Borrower shall pay the following credit fees:

                  2.12.1.  Administrative Agent's Fees. Pursuant to one or more
         separate agreements with the Administrative Agent or the Arranger, the
         Borrower shall pay to the Administrative Agent the fees and charges
         specified therein for the services of the Administrative Agent in
         acting as such hereunder, and shall pay to the Arranger the fees and
         charges specified therein for the services of the Arranger in acting as
         such with respect to the Facilities.

                  2.12.2.  Facility Initiation Fees. In consideration of each
         Lender's agreement to participate in the Facilities as provided herein,
         the Borrower shall pay to such Lender the fee(s) agreed upon by the
         Borrower and such Lender pursuant to one or more separate agreements
         between them. Upon payment, such fees shall be deemed to have been
         fully earned and are nonrefundable.

                  2.12.3.  Commitment Fees. The Borrower agrees to pay to the
         Administrative Agent, for distribution to the Lenders in proportion to
         their respective Percentages, annual commitment fees during the
         Commitment Period equal to the average of the daily unused portion of
         the Commitments (i.e., the aggregate amount of the Commitments less the
         aggregate amount of Revolving Loans and Letter of Credit Liabilities
         outstanding, but without reduction for Swingline Loans) multiplied by
         the Applicable Commitment Fee Percentage ("Commitment Fees").
         Commitment Fees shall be payable in quarter-annual installments, in
         arrears, on January 1, April 1, July 1 and October 1 of each year,
         commencing October 1, 2003, and on the Maturity Date.

                  2.12.4.  Letter of Credit Fees. The Borrower agrees to pay to
         the Administrative Agent, for distribution to the Lenders in proportion
         to their respective Percentages, annual letter of credit fees for the
         period commencing on the date hereof to but excluding

<PAGE>

         the Maturity Date equal to the average of the daily aggregate amount
         available to be drawn under issued and outstanding Letters of Credit
         (regardless of whether such amount then continues to remain available
         thereunder) multiplied by the Applicable Letter of Credit Fee
         Percentage ("Letter of Credit Fees"). Letter of Credit Fees shall be
         payable in quarter-annual installments, in arrears, on January 1, April
         1, July 1 and October 1 of each year, commencing October 1, 2003, and
         on the Maturity Date.

                  2.12.5.  Opening Fees; Amendment or Transfer Fees; Drawing
         Fees. Pursuant to one or more separate agreements with the Issuing
         Bank, Borrower shall pay to the Issuing Bank its fees for the issuance
         of Letters of Credit pursuant to this Agreement, together with the
         normal and customary fees charged by the Issuing Bank upon the
         establishment of any Letter of Credit, upon any amendment or transfer
         of a Letter of Credit and upon the payment of any drawing under any
         Letter of Credit.

         2.13.    Computations. To the extent permitted by applicable law, all
computations of fees and interest under this Agreement payable in respect of any
period shall be made by the Administrative Agent on the basis of a 360-day year,
in each case for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such fees or interest
are payable; provided, however, that computations regarding interest accruing
with reference to the Base Rate shall be made on the basis of a 365-day (or
366-day, as applicable) year and the actual number of days (including the first
day but excluding the last day) occurring in the period for which interest is
payable. In computing interest on any Loan, the date of the making of such Loan
or the first day of an Interest Period, as the case may be, shall be included
and the date of payment or the expiration date of an Interest Period, as the
case may be, shall be excluded; provided, however, that if a Loan is repaid on
the same day on which it is made, one day's interest shall be paid on that Loan.

         2.14.    Interest and Fees Margins. For purposes of interest and fee
computations hereunder involving the Applicable Base Rate Margin, the Applicable
Eurodollar Rate Margin, the Applicable Letter of Credit Fee Percentage and the
Applicable Commitment Fee Percentage, such margins and percentages shall be
determined as follows:

<TABLE>
<CAPTION>
                                                               Applicable             Applicable
                 Applicable             Applicable             Letter of              Commitment
              Eurodollar Rate            Base Rate             Credit Fee                Fee
Tier               Margin                 Margin               Percentage             Percentage
----          ---------------           ----------             ----------             ----------
<S>           <C>                       <C>                    <C>                    <C>
 1                2.00%                   0.25%                  2.00%                 0.375%
 2                2.25%                   0.50%                  2.25%                 0.500%
 3                2.50%                   0.75%                  2.50%                 0.500%
 4                3.00%                   1.25%                  3.00%                 0.500%
 5                3.50%                   1.75%                  3.50%                 0.625%
</TABLE>

         Except as expressly hereinafter provided, the applicable tier at any
time shall be determined with reference to the Borrower's Funded Indebtedness to
EBITDA Ratio, as follows:

<PAGE>

Tier            Funded Indebtedness to EBITDA Ratio

  1             Less than 1.50 to 1.00

  2             Equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00

  3             Equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00

  4             Equal to or greater than 2.50 to 1.00 but less than 3.00 to 1.00

  5             Equal to or greater than 3.00 to 1.00

         From the date hereof to but not including the first Pricing Tier
Determination Date occurring after June 30, 2003, Tier 4 shall be applicable.
Any adjustment in the margins set forth above shall take effect on the first
Pricing Tier Determination Date following the Last Four Fiscal Quarters as to
which such ratio was calculated; provided, however, that following any failure
of the Borrower to deliver to the Administrative Agent any of the financial
statements, financial reports, certificates or other financial information
required by Section 8.1.1 or Section 8.1.2 in a timely manner and until such
failure is cured or corrected, and without limitation of or prejudice to any
other right or remedy of the Administrative Agent, the Lenders or the Issuing
Bank in respect of such failure, Tier 5 shall be applicable.

         2.15.    Special Provisions Governing Eurodollar Loans. Notwithstanding
other provisions of this Agreement, the following provisions shall govern with
respect to Eurodollar Loans as to the matters covered:

                  2.15.1.  Determination of Interest Period. By giving a Notice
of Borrowing pursuant to Section 2.2.4, the Borrower shall have the option,
subject to the other provisions of this Section 2.15.1, to specify whether the
Interest Period commencing on the date specified therein shall be a one, two,
three or six month period; provided that:

                           (a)      in the case of immediately successive
                  Interest Periods, each successive Interest Period shall
                  commence on the day on which the next preceding Interest
                  Period expires;

                           (b)      if any Interest Period otherwise would
                  expire on a day that is not a Business Day, that Interest
                  Period shall be extended to expire on the next succeeding
                  Business Day; provided, however, that if any such Interest
                  Period would otherwise expire on a day that is not a Business
                  Day but is a day of the month after which no further Business
                  Day occurs in that month, that Interest Period shall expire on
                  the immediately preceding Business Day;

                           (c)      any Interest Period that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall, subject to

<PAGE>

                  paragraphs (d), (e) and (f) below, end on the last Business
                  Day of a calendar month;

                           (d)      with respect to any Loan that is the subject
                  of a Specified Hedge Agreement, (1) no Interest Period may be
                  chosen that would extend beyond any date on which principal is
                  scheduled to be paid in respect of such Loan, (2) to the
                  extent that such Loan is intended to be a Eurodollar Loan
                  following the date of such scheduled principal payment,
                  Interest Periods shall be selected such that the date of such
                  scheduled principal payment shall coincide with the expiration
                  of an Interest Period, and (3) a single initial Interest
                  Period may be chosen that will not be a period of precisely
                  one, two, three or six months (as applicable) but will end on
                  a date that will accommodate the foregoing with respect to
                  successive Interest Periods;

                           (e)      no Interest Period may be chosen that would
                  extend beyond the date of any scheduled reduction of the
                  Commitments or any date on which principal is scheduled to be
                  paid in respect of the Loans unless, after giving effect to
                  such Eurodollar Loan, the aggregate principal amount of Loans
                  that are Base Rate Loans or that have Interest Periods that
                  will expire on or before such date equals or exceeds the
                  amount of any prepayment of Loans required in connection with
                  such scheduled reduction of the Commitments or the amount of
                  such scheduled principal payment, as the case may be;

                           (f)      no Interest Period shall extend beyond the
                  Maturity Date;

                           (g)      if a Notice of Borrowing for Eurodollar
                  Loans fails to specify an Interest Period, the Borrower shall
                  be deemed to have selected a one-month Interest Period for
                  such Eurodollar Loans.

                  2.15.2.  Determination of Interest Rate. As soon as is
         practicable after 11:00 a.m. (Central time) on the Interest Rate
         Determination Date, the Administrative Agent shall determine (which
         determination shall, absent manifest error, be final, conclusive and
         binding upon all parties) the interest rate that shall apply to the
         Eurodollar Loans for which an interest rate is then being determined
         for the applicable Interest Period and shall promptly give notice
         thereof (in writing or by telephone confirmed in writing) to the
         Borrower and to each Lender.

                  2.15.3.  Inability to Determine Rate. In the event the
         Administrative Agent shall have determined (which determination shall
         be conclusive and binding absent manifest error) that by reason of
         circumstances affecting the London interbank Eurodollar market,
         adequate and reasonable means do not exist for ascertaining Eurodollar
         Base Rate, the Administrative Agent forthwith shall give telephonic
         notice of such determination, confirmed in writing, to the Borrower and
         to each Lender. If such notice is given, and until such notice has been
         withdrawn by the Administrative Agent, no additional Eurodollar Loans
         shall be made.

<PAGE>

                  2.15.4.  Illegality; Termination of Commitment to Make
         Eurodollar Loans. Notwithstanding any other provisions of this
         Agreement, if any law, treaty, rule or regulation or determination of a
         court or other governmental authority, or any change therein or in the
         interpretation or application thereof, shall make it unlawful for any
         Lender to make or maintain Eurodollar Loans, as contemplated by this
         Agreement, then, and in any such event, such Lender shall be an
         "Affected Lender" and shall promptly give notice (by telephone
         confirmed in writing) to the Borrower and the Administrative Agent
         (which notice the Administrative Agent shall promptly transmit to each
         Lender in writing, or by telephone confirmed in writing) of such
         determination, and the obligation of the Affected Lender to make
         Eurodollar Loans shall be terminated, and its obligation to maintain
         its Eurodollar Loans during such period shall be terminated at the
         earlier to occur of the termination of the last Interest Period then in
         effect or when required by law. Thereafter, and until such notice has
         been withdrawn by the Affected Lender, the Affected Lender shall have
         no obligation to make Eurodollar Loans, and any Eurodollar Loans of the
         Affected Lender then outstanding shall be converted into Base Rate
         Loans as of the end of the corresponding Interest Period for each.

                  2.15.5.  Eurodollar Loans After Default. Unless all Lenders
         shall otherwise agree, after the occurrence of and during the
         continuance of a Default, the Borrower may not elect to have a Loan be
         made or continued as, or converted to, a Eurodollar Loan.

         2.16.    Expenses. The Borrower shall reimburse the Administrative
Agent, on demand, for all reasonable attorneys' and paralegals' fees and
expenses of counsel to the Administrative Agent, all fees and expenses for
title, lien and other public records searches, all filing and recordation fees
and taxes, all duplicating expenses, corporation search fees, appraisal fees and
escrow agent fees and expenses and all other customary fees and expenses
incurred in connection with (a) the negotiation, documentation and closing of
the transactions contemplated hereby, (b) the perfection of or the continued
perfection of the security interests contemplated hereby, and (c) the review and
preparation of any documentation in connection with, and the approval by the
Lenders of, any matter for which the Lenders' approval is requested or required
hereunder. The obligations described in this Section 2.16 regarding the payment
of expenses are independent of all other obligations of the Borrower hereunder,
shall survive the expiration or termination of the Commitments and shall be
payable regardless of whether the financing transactions contemplated by this
Agreement shall be consummated.

                                   ARTICLE 3.

                     PAYMENTS, PREPAYMENTS AND COMPUTATIONS

         3.1.     General Provisions Relating to Repayment of Loans. The Loans
shall be repaid as provided in this Section 3.1.

                  3.1.1.   Interest Payments. The interest accrued on each Loan
         shall be payable on each Interest Payment Date applicable to such Loan,
         upon any prepayment of any Eurodollar Loan (to the extent accrued on
         the amount being prepaid) and at maturity.

<PAGE>

         3.1.2.   Principal Payments.

                  (a)      Optional Prepayments.

                           (1)      The Borrower may prepay Swingline Loans, in
                  whole or in part, at any time and from time to time. Except to
                  the extent that repayment of Swingline Loans is being
                  administered through an automated cash management system
                  mutually approved in writing by the Borrower and the Swingline
                  Lender, the Borrower shall, prior to or contemporaneously with
                  making any such prepayment, give the Swingline Lender such
                  notice of prepayment (written notice or telephonic notice
                  confirmed in writing to the Swingline Lender) as is sufficient
                  to enable the Swingline Lender to apply such prepayment
                  properly to the repayment of Swingline Loans.

                           (2)      The Borrower may, upon not less than one (1)
                  Business Day's prior written or telephonic notice confirmed in
                  writing to the Administrative Agent (in the case of Base Rate
                  Loans), and upon not less than three (3) Business Days' prior
                  written or telephonic notice confirmed in writing to the
                  Administrative Agent (in the case of Eurodollar Loans) (each
                  of which notices the Administrative Agent will promptly
                  transmit to each Lender in writing, or by telephone confirmed
                  in writing), at any time and from time to time prepay any
                  Borrowing of Revolving Loans (as the Borrower may specify to
                  the Administrative Agent) in whole or in part in integral
                  multiples of $100,000; provided, however, that (A) Eurodollar
                  Loans may only be prepaid in part if, after such prepayment,
                  the unpaid portion of such Loans shall have aggregate minimum
                  balances of $2,500,000, and (B) in connection with any
                  prepayment of Eurodollar Loans, the Borrower shall pay to the
                  Administrative Agent, for distribution to the Lenders, the
                  accrued interest on such Eurodollar Loans required to be paid
                  pursuant to Section 3.1.1 and any amounts required to be paid
                  pursuant to Section 3.4.5.

                  (b)      Mandatory Prepayments.

                           (1)      If any Capital Stock shall be issued or
                  Indebtedness shall be incurred by the Borrower or any of the
                  other Credit Parties other than pursuant to an Excluded
                  Prepayment Transaction, or if the Borrower or any of the other
                  Credit Parties shall receive Net Cash Proceeds from any Asset
                  Sale or Recovery Event, then an amount equal to 100% of the
                  Net Cash Proceeds thereof shall be applied on the date of
                  issuance, incurrence or receipt, as the case may be, to the
                  prepayment of Loans.

                           (2)      The Borrower shall prepay Loans as required
                  by Section 2.1.3 and otherwise shall prepay Loans as and to
                  the extent

<PAGE>

                  necessary so that the aggregate principal amount of Loans and
                  Letter of Credit Liabilities outstanding at any time does not
                  exceed the Commitments in effect at such time.

                           (3)      Prepayments of Loans pursuant to the
                  preceding paragraphs (1) and (2) shall be applied first to
                  outstanding Swingline Loans to the full extent thereof, then
                  to outstanding Revolving Loans that are Base Rate Loans to the
                  full extent thereof and thereafter to Revolving Loans that are
                  Eurodollar Loans, and in connection with any prepayment of
                  Eurodollar Loans, the Borrower shall pay to the Administrative
                  Agent, for distribution to the Lenders, the accrued interest
                  on such Loan required to be paid pursuant to Section 3.1.1 and
                  any amounts required to be paid pursuant to Section 3.4.5.

                  3.1.3.   Final Maturity of Loans. In all events, the entire
         aggregate principal balances of, all accrued and unpaid interest on and
         all fees and other sums due and payable in respect of the Loans shall
         be due and payable in full on the Maturity Date if not sooner paid.

         3.2.     Repayment of Amounts Drawn Under Letters of Credit. On each
day the Issuing Bank honors a drawing under a Letter of Credit, the Borrower
shall, after the Issuing Bank has honored such drawing, immediately reimburse
the Issuing Bank for the account of the Lenders, by 11:00 a.m. (Central time)
(or as soon thereafter as the drawing has been honored) in an amount equal to
the amount of such drawing.

         3.3.     Payments and Computations, Etc.

                  3.3.1.   Time and Manner of Payments. Except as otherwise
         expressly set forth herein, all payments of principal, interest and
         fees hereunder and under the Notes shall be in lawful currency of the
         United States of America, in immediately available (same day) funds,
         and delivered to the Administrative Agent at its Lending Office for its
         account, the account of the Lenders, the account of the Swingline
         Lender or the account of the Issuing Bank, as the case may be (or, in
         the case of Swingline Loans and if so directed in writing by the
         Swingline Lender, delivered directly to the Swingline Lender), not
         later than 11:00 a.m. (Central time) on the date due. As soon as is
         practicable thereafter, the Administrative Agent shall cause to be
         distributed like funds relating to the payment of principal or interest
         or fees ratably to the Lenders in accordance with their respective
         Percentages (other than amounts payable pursuant to Sections 2.12.1,
         3.4 and 3.5, which are to be distributed other than ratably). Funds
         received by the Administrative Agent after the time specified in the
         first sentence of this paragraph shall be deemed to have been paid by
         the Borrower on the next succeeding Business Day.

                  3.3.2.   Payments on Non-Business Days. Whenever any payment
         to be made hereunder or under the Notes shall be stated to be due on a
         day that is not a Business Day, the payment shall be made on the next
         succeeding Business Day and such extension of time shall be included in
         the computation of the payment of interest hereunder or under the Notes
         or of the fees payable hereunder, as the case may be; provided,
         however, that in

<PAGE>

         the event that the day on which payment relating to a Eurodollar Loan
         is due is not a Business Day but is a day of the month after which no
         further Business Day occurs in that month, then the due date thereof
         shall be the next preceding Business Day.

                  3.3.3.   Apportionment of Payments. Aggregated principal and
         interest payments shall be apportioned among all outstanding Revolving
         Loans to which such payments relate, and shall be apportioned ratably
         among the Lenders in proportion to the Lenders' respective Percentages
         of the corresponding Revolving Loans. The Administrative Agent shall
         promptly distribute to each Lender at its Lending Office its Percentage
         of all such payments received by the Administrative Agent.
         Notwithstanding the foregoing provisions of this Section 3.3.3, if,
         pursuant to the provisions of Section 2.15.4, any Notice of Borrowing
         is withdrawn as to any Affected Lender or if any Affected Lender makes
         Base Rate Loans in lieu of its Percentage of Eurodollar Loans, the
         Administrative Agent shall give effect thereto in apportioning payments
         received thereafter.

                  3.3.4.   Assumption of Payments Made. Unless the Borrower or
         any Lender shall have notified the Administrative Agent, prior to the
         date any payment is required to be made by it to the Administrative
         Agent hereunder, that the Borrower or such Lender, as the case may be,
         will not make such payment, the Administrative Agent may assume that
         the Borrower or such Lender, as the case may be, has timely made such
         payment and may (but shall not be so required to), in reliance thereon,
         make available a corresponding amount to the Person entitled thereto.
         If and to the extent that such payment was not in fact made to the
         Administrative Agent in immediately available funds, then:

                           (a)      if the Borrower failed to make such payment,
                  each Lender shall forthwith on demand repay to the
                  Administrative Agent the portion of such assumed payment that
                  was made available to such Lender in immediately available
                  funds, together with interest thereon in respect of each day
                  from and including the date such amount was made available by
                  the Administrative Agent to such Lender to the date such
                  amount is repaid to the Administrative Agent in immediately
                  available funds at the Federal Funds Rate or any other rate
                  customarily used by banks for the correction of errors among
                  banks, but in no event to exceed the Highest Lawful Rate; and

                           (b)      if any Lender failed to make such payment,
                  such Lender shall forthwith on demand pay to the
                  Administrative Agent the amount thereof in immediately
                  available funds, together with interest thereon for the period
                  from the date such amount was made available by the
                  Administrative Agent to the Borrower to the date such amount
                  is recovered by the Administrative Agent (the "Compensation
                  Period") at a rate per annum equal to the Federal Funds Rate
                  or any other rate customarily used by banks for the correction
                  of errors among banks, but in no event to exceed the Highest
                  Lawful Rate. If such Lender pays such amount to the
                  Administrative Agent, then such amount shall constitute such
                  Lender's Loan included in the applicable Borrowing. If such
                  Lender does not pay such amount forthwith upon the
                  Administrative Agent's demand therefor, the Administrative
                  Agent may make a demand therefor upon the Borrower, and the

<PAGE>

                  Borrower shall pay such amount to the Administrative Agent,
                  together with interest thereon for the Compensation Period at
                  a rate per annum equal to the rate of interest applicable to
                  the applicable Borrowing. Nothing herein shall be deemed to
                  relieve any Lender from its obligation to fulfill its
                  Commitment or to prejudice or impair any rights (including any
                  right of offset) that the Administrative Agent or the Borrower
                  may have against any Lender as a result of any default by such
                  Lender hereunder.

         A notice of the Administrative Agent to any Lender or the Borrower with
         respect to any amount owing under this Section 3.3.4 shall be
         conclusive, absent manifest error.

                  3.3.5.   Application of Proceeds. After the occurrence and
         during the continuance of an Event of Default, unless otherwise set
         forth in this Agreement or the other Loan Documents, all payments
         received by the Administrative Agent from the enforcement of remedies
         under the Loan Documents or otherwise with respect to the Obligations
         shall be applied (a) first, to the payment of any fees, expenses,
         reimbursements or indemnities then due from the Borrower to the
         Administrative Agent; (b) second, to the payment of any fees, expenses,
         reimbursements or indemnities then due from the Borrower to the
         Lenders, or any of them; (c) third, to the ratable payment of interest
         due from the Borrower with respect to any of the Loans and fees in
         respect of the Letters of Credit; (d) fourth, to the ratable payment of
         principal of any of the Loans of the Borrower and all obligations of
         the Borrower to reimburse the Issuing Bank and the Lenders in respect
         of drawings under Letters of Credit; (e) fifth, to be held as cash
         collateral by the Administrative Agent for the ratable benefit of the
         Lenders, the Issuing Bank and the Administrative Agent, as security for
         outstanding Letter of Credit Liabilities, and (f) sixth, to pay all
         other Obligations.

         3.4.     Increased Costs, Capital Requirements and Taxes.

                  3.4.1.   Increased Costs. Except to the extent reimbursed
         pursuant to other provisions of this Section 3.4, in the event that
         either (i) the introduction of, or any change in, or in the
         interpretation of, any law or regulation or (ii) compliance with any
         guideline or request from any central bank or other Governmental
         Authority (regardless of whether having the force of law):

                           (a)      does or shall subject any Lender to any
                  additional income, preference, minimum or excise tax or to any
                  additional tax of any kind whatsoever with respect to this
                  Agreement, the Notes, the Letters of Credit or any of the
                  Loans or change the basis of taxation of payments to such
                  Lender of principal, commitment fees, interest or any other
                  amount payable hereunder (except for changes in the rate of
                  tax on the overall gross or net income of that Lender or its
                  foreign branch, agency or subsidiary); or

                           (b)      does or shall impose, modify or hold
                  applicable any reserve, special deposit, compulsory loan, FDIC
                  insurance or similar requirement against assets held by, or
                  deposits or other liabilities in or for the account of,
                  advances or
<PAGE>

                  loans by, or other credit extended by, or any other
                  acquisition of funds by, any office of such Lender (except,
                  with respect to Eurodollar Loans, to the extent that the
                  reserve requirements are reflected in the definition of
                  "Eurodollar Rate"); or

                  (c)      does or shall impose on that Lender any other
         condition;

         and the result of any of the foregoing is to increase the cost to that
         Lender of issuing or participating in the Letters of Credit or of
         making, renewing or maintaining the Loans or the Commitments or to
         reduce any amount receivable hereunder or thereunder; then, in any such
         case, the Borrower shall promptly pay to such Lender, upon demand, such
         additional amounts as are sufficient to compensate such Lender for any
         such additional cost or reduced amount received.

                  3.4.2.   Capital Requirements - General. If either (i) the
         introduction of, or any change in, or in the interpretation of, any law
         or regulation or (ii) compliance with any guideline or request from any
         central bank or other Governmental Authority (regardless of whether
         having the force of law), affects or would affect in any way the amount
         of capital required or expected to be maintained by any Lender or any
         corporation controlling such Lender with the effect of reducing the
         rate of return on such capital to a level below the rate that such
         Lender or such other corporation could have achieved but for such
         introduction, change or compliance, and such Lender reasonably
         determines that such reduction is based on the existence of such
         Lender's Commitments hereunder and other commitments of this type, then
         upon demand by such Lender, the Borrower shall further pay to such
         Lender from time to time as specified by such Lender such additional
         amounts as are sufficient to compensate such Lender or other
         corporation for such reduction.

                  3.4.3.   Capital Requirements - Letters of Credit. If the
         Issuing Bank or any Lender determines that either (i) the introduction
         of, or any change in, or in the interpretation of, any law or
         regulation or (ii) compliance with any guideline or request from any
         central bank or other Governmental Authority (regardless of whether
         having the force of law), affects or would affect in any way the amount
         of capital required or expected to be maintained by the Issuing Bank or
         such Lender or any corporation controlling the Issuing Bank or such
         Lender with the effect of reducing the rate of return on such capital
         below the rate that the Issuing Bank or such Lender or such other
         corporation could have achieved but for such introduction, change or
         compliance, and the Issuing Bank or such Lender reasonably determines
         that such reduction is based on the existence of the Letters of Credit
         issued hereunder and other commitments of this type, then upon demand
         by the Issuing Bank or such Lender, the Borrower shall further pay to
         the Issuing Bank and such Lender from time to time as specified by the
         Issuing Bank and such Lender such additional amounts as are sufficient
         to compensate the Issuing Bank and such Lender or other corporation for
         such reduction.

                  3.4.4.   Increased Reserves - Letters of Credit. If either (i)
         the introduction of, or any change in, or in the interpretation of, any
         law or regulation or (ii) compliance with any guideline or request from
         any central bank or other Governmental Authority

<PAGE>

         (regardless of whether having the force of law), shall either (a)
         impose, modify or deem applicable any reserve, special deposit or
         similar requirement against letters of credit or similar instruments
         issued by, or assets held by, or deposits in or for the account of, the
         Issuing Bank or any Lender, or (b) impose on the Issuing Bank or any
         Lender any other condition regarding this Agreement as it pertains to
         the Letters of Credit, or any letter of credit, and the result of any
         event referred to in the preceding clause (a) or (b) shall be to
         increase the cost to the Issuing Bank or any Lender of issuing or
         maintaining any Letter of Credit or any participation therein (which
         increase in cost shall be determined by the Issuing Bank's or such
         Lender's, as the case may be, reasonable allocations of the aggregate
         of such cost increases resulting from such event), then, upon demand by
         the Issuing Bank or such Lender, as the case may be, the Borrower shall
         forthwith pay to the Issuing Bank or such Lender, as the case may be,
         from time to time as specified by the Issuing Bank or such Lender, as
         the case may be, such additional amounts as are sufficient to
         compensate the Issuing Bank or such Lender, as the case may be, for
         such increased cost.

                  3.4.5.   Breakage Costs - Eurodollar Loans. The Borrower shall
         indemnify and hold each Lender free and harmless from all losses,
         liabilities and reasonable expenses (including any loss sustained by
         that Lender in connection with the re-employment of such funds), that
         such Lender may sustain: (a) if for any reason (other than a default by
         such Lender) a Borrowing of Eurodollar Loans does not occur on a date
         specified therefor in a Notice of Borrowing or a telephonic request for
         borrowing or a continuation of or conversion to Eurodollar Loans does
         not occur on a date specified therefor in a Notice of
         Conversion/Continuation or in a telephonic request for
         conversion/continuation, (b) if any prepayment of any of its Eurodollar
         Loans occurs on a date that is not the last day of an Interest Period,
         (c) if any prepayment of any of its Eurodollar Loans is not made on any
         date specified in a notice of prepayment given by the Borrower, or (d)
         as a consequence of any other default by the Borrower to repay its
         Eurodollar Loans when required by the terms of this Agreement.

                  3.4.6.   Eurodollar Rate Taxes. The Borrower shall indemnify
         and hold each Lender free and harmless from, and shall pay, prior to
         the date on which penalties attach thereto, all present and future
         income, stamp and other taxes, levies or costs and charges whatsoever
         imposed, assessed, levied or collected on or in respect of a Loan
         solely as a result of the interest rate being determined by reference
         to the Eurodollar Rate or the provisions of this Agreement related to
         the Eurodollar Rate or the recording, registration, notarization or
         other formalization of any thereof or any payments of principal,
         interest or other amounts made on or in respect of a Loan when the
         interest rate is determined by reference to the Eurodollar Rate (all
         such taxes, levies, costs and charges being herein collectively called
         "Eurodollar Rate Taxes"); provided, however, that Eurodollar Rate Taxes
         shall not include: taxes imposed on or measured by the overall gross or
         net income of such Lender or any foreign branch, agency or subsidiary
         of such Lender by the United States of America or any political
         subdivision or taxing authority thereof or therein, or taxes on or
         measured by the overall gross or net income of that Lender or any
         foreign branch, agency or subsidiary of that Lender by any foreign
         country or subdivision thereof in which that Lender, branch, agency or
         subsidiary is doing business. The Borrower also

<PAGE>

         shall indemnify and hold each Lender free and harmless from, and shall
         pay such additional amounts equal to, increases in taxes payable by
         that Lender described in the foregoing proviso that are attributable to
         payments made by the Borrower described in the immediately preceding
         sentence or this sentence. Promptly after the date on which payment of
         any such Eurodollar Rate Tax is due pursuant to applicable law, the
         Borrower will, at the request of such Lender, furnish to such Lender
         evidence, in form and substance satisfactory to such Lender, that the
         Borrower has met its obligation under this Section 3.4.6; and the
         Borrower will indemnify each Lender against, and reimburse each Lender
         on demand for, any Eurodollar Rate Taxes payable by that Lender. Such
         Lender shall provide the Borrower with appropriate receipts for any
         payments or reimbursements made by the Borrower pursuant to this
         Section 3.4.6.

                  3.4.7.   Notice of Increased Costs; Payment. Each Lender and
         the Issuing Bank will promptly notify the Administrative Agent (with a
         copy to the Borrower) of any event of which it has knowledge, occurring
         after the date hereof, that entitles such Lender or the Issuing Bank to
         compensation, reimbursement or indemnity pursuant to this Section 3.4
         or Section 3.5, and shall furnish to the Administrative Agent (with a
         copy to the Borrower) a certificate of such Lender or the Issuing Bank
         claiming compensation, reimbursement or indemnity under this Section
         3.4 or Section 3.5, setting forth in reasonable detail the additional
         amount or amounts to be paid to it hereunder if not theretofore paid by
         the Borrower as provided in Section 3.5 (which certificate shall be
         presumed correct and binding in the absence of manifest error). In
         determining such amount, such Lender and the Issuing Bank may use any
         reasonable averaging, attribution or allocation methods. Within fifteen
         (15) days following receipt of such notice, the Borrower shall pay to
         the Administrative Agent, for distribution to such Lender, or to the
         Issuing Bank, as the case may be, the amount shown to be due and
         payable by such certificate.

         3.5.     Taxes.

                  3.5.1.   Taxes Generally. Any and all payments by the Borrower
         hereunder or under the Notes or the other Loan Documents shall be made
         free and clear of and without deduction for any and all present or
         future taxes, levies, imposts, deductions, charges or withholdings, and
         all liabilities with respect to such payments (including interest,
         additions to tax and penalties thereon), excluding, in the case of each
         Lender, the Administrative Agent and the Issuing Bank, (i) taxes
         imposed on or measured by its net income or, in the State of Tennessee,
         net assets, and franchise taxes imposed on it, by the jurisdiction of
         such Lender's Lending Office or any political subdivision or taxing
         authority thereof, and (ii) withholding taxes that are the subject of
         Sections 3.5.2 through 3.5.5. If the Borrower shall be required by law
         to deduct any such taxes from or in respect of any sum payable
         hereunder or under any Note or any other Loan Document to the
         Administrative Agent, any Lender or the Issuing Bank (a) the sum
         payable shall be increased as may be necessary so that after making all
         required deductions (including deductions applicable to additional sums
         payable under this Section 3.5) the Administrative Agent, such Lender
         or the Issuing Bank (as the case may be) shall receive an amount equal
         to the sum it would have received had no such deductions been made,

<PAGE>

         and (b) the Borrower shall pay the full amount deducted to the relevant
         taxation authority or other authority in accordance with applicable
         law. If and to the extent that any Lender subsequently shall be
         refunded or otherwise recover all or any part of any such deduction, it
         shall promptly refund to the Borrower the amount so recovered.

                  3.5.2.   Withholding Tax Exemption. Each Lender that is not a
         citizen or resident of the United States of America, a corporation,
         partnership or other entity created or organized in or under the laws
         of the United States of America (or any jurisdiction thereof) or an
         estate or trust that is subject to federal income taxation regardless
         of the source of its income (a "Non-U.S. Lender") shall deliver to the
         Borrower and the Administrative Agent (and, in the case of a
         participant, to the Lender from which the related participation shall
         have been purchased) two copies of either U.S. Internal Revenue Service
         Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender
         claiming exemption from U.S. federal withholding tax under Section
         871(h) or 881(c) of the Code with respect to payments of "portfolio
         interest", a statement in form satisfactory to the Administrative Agent
         to the effect that such Lender is eligible for a complete exemption
         from withholding of U.S. taxes under Section 871(h) or 881(c) of the
         Code and a Form W-8BEN, or any subsequent versions thereof or
         successors thereto properly completed and duly executed by such
         Non-U.S. Lender claiming complete exemption from, or a reduced rate of,
         U.S. federal withholding tax on payments by the Borrower or any
         Subsidiary Guarantor under this Agreement and the other Loan Documents.
         Such forms shall be delivered by each Non-U.S. Lender on or before the
         date it becomes a party to this Agreement (or, in the case of any
         participant, on or before the date such participant purchases the
         related participation). In addition, each Non-U.S. Lender shall deliver
         such forms promptly upon the obsolescence or invalidity of any form
         previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender
         shall promptly notify the Borrower at any time it determines that it is
         no longer in a position to provide any previously delivered certificate
         to the Borrower (or any other form of certification adopted by the U.S.
         taxing authorities for such purpose). Notwithstanding any other
         provision of this paragraph, a Non-U.S. Lender shall not be required to
         deliver any form pursuant to this paragraph that such Non-U.S. Lender
         is not legally able to deliver.

                  3.5.3.   Withholding Taxes. A Lender that is entitled to an
         exemption from or reduction of non-U.S. withholding tax under the law
         of the jurisdiction in which the Borrower is located, or any treaty to
         which such jurisdiction is a party, with respect to payments under this
         Agreement, shall deliver to the Borrower (with a copy to the
         Administrative Agent), at the time or times prescribed by applicable
         law or reasonably requested by the Borrower, such properly completed
         and executed documentation prescribed by applicable law as will permit
         such payments to be made without withholding or at a reduced rate,
         provided that such Lender is legally entitled to complete, execute and
         deliver such documentation and in such Lender's reasonable judgment
         such completion, execution or submission will not materially prejudice
         the legal position of such Lender.

                  3.5.4.   Indemnification. If the Internal Revenue Service or
         any authority of the United States or other jurisdiction asserts a
         claim that the Administrative Agent did not


<PAGE>

         properly withhold tax from amounts paid to or for the account of any
         Lender (because the appropriate form was not delivered or was not
         properly executed, or because such Lender failed to notify the
         Administrative Agent of a change in circumstances that rendered the
         exemption from or reduction of withholding tax ineffective, or for any
         other reason) such Lender shall indemnify the Administrative Agent
         fully for all amounts paid, directly or indirectly, by the
         Administrative Agent as tax or otherwise, including penalties and
         interest, together with all expenses incurred, including legal
         expenses, allocated staff costs and any out-of-pocket expenses.

                  3.5.5.   Subsequent Lenders. If any Lender sells, assigns,
         grants participations in or otherwise transfers its rights under this
         Agreement, the participant shall comply and be bound by the terms of
         Sections 3.5.2, 3.5.3 and 3.5.4 as though it were such Lender.

         3.6.     Booking of Loans. Any Lender may make, carry or transfer Loans
at, to or for the account of, any of its branch or agency offices, provided,
however, that in the event that any Lender transfers its Loans to another branch
or agency office in a transaction that does not involve the transfer by such
Lender of any of its other loans to such branch or agency office, such Lender
shall not be entitled to reimbursement for additional costs or taxes with
respect to such Loans pursuant to Section 3.4 or Section 3.5 if the Borrower
would be subject to additional liability under Section 3.4 or Section 3.5 to
which it would not be subject if such Lender's Loans were maintained at the
office at which such Loans were carried prior to such transfer.

         The Borrower acknowledges and agrees that (a) each Lender's method of
funding its Loans hereunder shall be in the sole discretion of such Lender, so
long as such funding complies with all applicable requirements of this
Agreement, and (b) for purposes of any determination to be made pursuant to
Sections 2.15.4 or 3.4.5 of this Agreement, each Lender shall be presumed
conclusively to have funded its Eurodollar Loans with the proceeds of Dollar
deposits obtained by such Lender in the interbank Eurodollar market.

                                   ARTICLE 4.

                                    SECURITY

         4.1.     Initial Security. The Obligations of the Borrower shall be
secured by:

                  (a)      the Guarantee and Security Agreement and the Loan
         Documents and other instruments, documents and agreements executed and
         delivered pursuant to the Guarantee and Security Agreement;

                  (b)      the Mortgages; and

                  (c)      the security interest in the Collateral Account
         herein granted in favor of the Administrative Agent for the ratable
         benefit of the Lenders, the Issuing Bank and the Administrative Agent,
         and the other Liens provided in this Agreement and the other Security
         Documents.


<PAGE>

         4.2.     Additional Mortgages. In addition to the Mortgages provided
pursuant to Section 6.1.1, the Borrower will, and will cause each of the
Subsidiary Guarantors to, grant to or for the benefit of the Administrative
Agent additional Mortgages with respect to such real property (excluding real
property where the fair market value thereof is less than $100,000) of the
Borrower or any of the Subsidiary Guarantors as are not encumbered by the
original Mortgages, to the extent acquired after the date hereof, and as may be
requested from time to time by the Administrative Agent or Requisite Lenders.
All such additional Mortgages shall be granted pursuant to documentation
substantially in the form of the original Mortgages or in such other form as is
satisfactory to the Administrative Agent and shall satisfy each of the
requirements of Section 6.1.1 applicable with respect to or in connection with
the original Mortgages.

         4.3.     Appraisals of Collateral Real Estate Interests. In the event
that the Administrative Agent, any Lender or the Issuing Bank determines in its
reasonable discretion (whether as a result of a position taken by an applicable
bank regulatory agency or official or otherwise) that real estate appraisals
satisfying the requirements set forth in 12 C.F.R., Part 34 - Subpart C, or any
successor regulation or similar Requirement of Law applicable to the
Administrative Agent, any Lender or the Issuing Bank (any such appraisal, a
"Required Appraisal"), are or were required to be obtained, or should be
obtained, in connection with any Collateral Real Estate Interest, then within
ninety (90) days after receiving written notice thereof from the Administrative
Agent, any such Lender or the Issuing Bank, as the case may be, the Borrower
shall cause such Required Appraisal to be delivered, at the expense of the
Borrower, to the Administrative Agent, which Required Appraisal, and the
respective appraiser, shall be reasonably satisfactory to the Administrative
Agent, such Lender or the Issuing Bank, as the case may be, and without limiting
the foregoing, shall (a) set forth in reasonable detail the assumptions on which
such appraisal is based, the analytical methods used and the factors considered
in arriving at the conclusions expressed therein, including relevant information
with respect to the valuation of comparable properties, (b) comply with all
Requirements of Law applicable to appraisals used by the Administrative Agent,
the Lenders and the Issuing Bank in making extensions of credit such as the
Facilities, and (c) comply with the requirements of the Administrative Agent's
appraisal review division that are of general application to extensions of
credit such as the Facilities.

         4.4.     Majority Owned Center Subsidiaries. All loans or advances by
the Borrower or any of the other Credit Parties to a Majority Owned Center
Subsidiary shall be evidenced by a Pledged Note and, except as otherwise
expressly contemplated by Section 9.4, the Indebtedness evidenced by such
Pledged Note shall be secured by perfected first-priority Liens encumbering
substantially all of the assets (including both personal property and real
property) of such Majority Owned Center Subsidiary. Such Pledged Note(s) and the
Indebtedness evidenced thereby, together with all security therefor and all
instruments, documents and agreements further evidencing, securing or otherwise
relating thereto and all other supporting obligations for same, shall be
included as a part of the Collateral subject to the Lien of the Guarantee and
Security Agreement.

         4.5.     Further Assurances. Without limiting any of the foregoing, the
Borrower shall, and shall cause its Subsidiaries to, at the sole cost and
expense of the Borrower and its


<PAGE>

Subsidiaries, execute and deliver to the Administrative Agent, the Lenders and
the Issuing Bank all such further documents, instruments and agreements and
perform all such other acts that reasonably may be required in the opinion of
the Administrative Agent to evidence, confirm and effectuate the transactions
contemplated by this Agreement and the other Loan Documents, to accomplish the
intents and purposes of this Agreement and the other Loan Documents and to
enable the Administrative Agent, the Lenders and the Issuing Bank to exercise
and enforce their respective rights as the secured parties under the Security
Documents. To the extent permitted by applicable law, the Borrower hereby
authorizes the Administrative Agent on behalf of itself, the Lenders and the
Issuing Bank to file Financing Statements and continuation statements with
respect to the security interests granted or assigned under the Security
Documents and to execute such Financing Statements and continuation statements
on behalf of the Borrower and its Subsidiaries. The Administrative Agent shall
furnish to the Borrower copies of all such Financing Statements and continuation
statements filed by the Administrative Agent on behalf of the Lenders pursuant
to this Section 4.5.

                                   ARTICLE 5.

                                   [RESERVED]

                                   ARTICLE 6.

                              CONDITIONS PRECEDENT

         6.1.     Conditions Precedent to Initial Loans and Letters of Credit.
The effectiveness of this Agreement, the obligations of the Issuing Bank to
issue Letters of Credit, the obligations of the Lenders to purchase
participations in Letters of Credit and the obligations of the Lenders to make
the Loans are all subject to the satisfaction by the Borrower and its
Subsidiaries of the following conditions precedent, except to the extent that
any of such conditions are to be satisfied after the date hereof pursuant to
Section 8.20 or have been waived by the Lenders:

                  6.1.1.   Deliveries to the Administrative Agent. The
         Administrative Agent shall have received, for the ratable benefit of
         the Lenders, the Issuing Bank and the Administrative Agent (and in such
         number of original counterparts or copies as the Administrative Agent
         reasonably may specify), each of the following, in form and substance
         satisfactory to the Administrative Agent, the Lenders, the Issuing Bank
         and their respective counsel:

                           (a)      Agreement. Counterpart originals of this
                  Agreement, each duly and validly executed and delivered by or
                  on behalf of all the Borrower;

                           (b)      Notes. The Notes, each duly and validly
                  executed and delivered on behalf of the Borrower;

<PAGE>

                           (c)      Guarantee and Security Agreement. The
                  Guarantee and Security Agreement and the other instruments,
                  documents and agreements to be executed and delivered pursuant
                  to the Guarantee and Security Agreement, duly and validly
                  executed and delivered by or on behalf of all the appropriate
                  parties thereto;

                           (d)      Mortgages, Title Insurance, Surveys, Etc.

                                    (1)      Fully executed counterparts of
                           Mortgages with respect to the Collateral Real Estate
                           Interests identified on Schedule 6.1.1A, together
                           with evidence that counterparts of such Mortgages
                           have been delivered to the title insurance company or
                           companies insuring the Liens of such Mortgages (or
                           other recording agent(s) selected by the
                           Administrative Agent) for recording or filing in all
                           places to the extent necessary or, in the reasonable
                           opinion of the Administrative Agent, desirable to
                           create or confirm a valid and enforceable first
                           priority mortgage lien on, security title to or
                           collateral assignment of each Collateral Real Estate
                           Interest, subject only to Permitted Liens;

                                    (2)      Title Policies (or, with respect to
                           Leased Property, such other evidence of title as the
                           Administrative Agent reasonably may specify)
                           corresponding to each of the Mortgages;

                                    (3)      A survey of each parcel of real
                           property corresponding to a Collateral Real Estate
                           Interest, in form and substance reasonably
                           satisfactory to the Administrative Agent, dated a
                           recent date acceptable to the Administrative Agent
                           and certified in a manner reasonably satisfactory to
                           the Administrative Agent by a licensed professional
                           surveyor satisfactory to the Administrative Agent,
                           which survey shall disclose and depict all
                           improvements, easements and rights-of-way and shall
                           indicate the flood zone designation, if any, in which
                           the property is located; provided that the
                           Administrative Agent, in its discretion, may waive
                           this requirement with respect to Leased Property;

                                    (4)      With respect to each parcel of real
                           property corresponding to a Collateral Real Estate
                           Interest, evidence reasonably satisfactory to the
                           Administrative Agent that (A) such property is not
                           contaminated with, nor threatened with contamination
                           from outside sources by, Hazardous Materials, and (B)
                           such property otherwise complies in all material
                           respects with all applicable Environmental Laws, such
                           evidence shall to include an inspection of the
                           property and a report, in form and substance
                           reasonably satisfactory to the Administrative Agent,
                           by a qualified engineering firm or other consultant
                           acceptable to the Administrative Agent, disclosing
                           the absence of any such Hazardous Materials; provided
                           that the Administrative Agent, in its discretion, may
                           waive this requirement with respect to Leased
                           Property;

<PAGE>

                                    (5)      With respect to each parcel of real
                           property corresponding to a Collateral Real Estate
                           Interest that is located in an area that has been
                           identified as having special flood hazards, the
                           Administrative Agent shall have received a policy of
                           flood insurance written in an amount not less than
                           the outstanding principal amount of the indebtedness
                           secured by the corresponding Mortgage that is
                           reasonably allocable to such property or the maximum
                           limit of coverage made available with respect to the
                           particular type of property under the National Flood
                           Insurance Act of 1968, whichever is less, and that
                           has a term ending not later than the Maturity Date,
                           and (B) confirmation that the Borrower has received
                           the notice required pursuant to Section 208(e)(3) of
                           Regulation H of the Federal Reserve Board; provided
                           that the Administrative Agent, in its discretion, may
                           waive this requirement with respect to Leased
                           Property; and

                                    (6)      Duly authorized, fully executed,
                           acknowledged and delivered landlord-lender
                           agreements, owner-lender agreements, landlord
                           consents and waivers and other documents relating to
                           leaseholds that are material to the conduct of the
                           business of the Borrower and its Subsidiaries and
                           Affiliates or that are subject to a Mortgage, all as
                           shall be required by, and in form and substance
                           reasonably satisfactory to, the Administrative Agent,
                           in its discretion; provided, however, that with
                           respect only to those leaseholds that are held by the
                           Borrower and its Subsidiaries and Affiliates as of
                           the date of this Agreement, this condition shall be
                           deemed satisfied if the Credit Parties have used
                           their reasonable best efforts to obtain such
                           agreements, consents, waivers and other documents,
                           even though one or more of the same ultimately is not
                           received;

                           (e)      Other Security Documents. Any other Security
                  Documents, each duly and validly executed and delivered by or
                  on behalf of all the appropriate parties thereto;

                           (f)      Recordings and Filings. (1) Acknowledgment
                  copies of Financing Statements duly filed under the UCC of all
                  jurisdictions necessary or, in the opinion of the
                  Administrative Agent, desirable to perfect the security
                  interests created by the Security Documents, (2) lien search
                  reports from a search firm acceptable to the Administrative
                  Agent, identifying all of the financing statements on file
                  with respect to the Borrower or any other Credit Party in all
                  jurisdictions referred to under the preceding item (1),
                  indicating that no Person claims an interest in any of the
                  Collateral described in such Financing Statements other than
                  in respect of financing statements evidencing Permitted Liens,
                  and (3) evidence of the public recording or filing of such of
                  the Security Documents as the Administrative Agent deems it
                  necessary or desirable to record or file publicly, in such
                  offices as the Administrative Agent shall require, together
                  with evidence

<PAGE>

                  satisfactory to the Administrative Agent of the priority of
                  the Liens of such Security Documents;

                           (g)      Pledged Stock. Certificates evidencing the
                  Pledged Stock, together with an appropriate stock power for
                  each certificate, duly executed in blank by the Borrower or
                  the appropriate Subsidiary Guarantor, as the case may be;

                           (h)      Pledged Notes. The Pledged Notes, together
                  with appropriate instruments of assignment attached thereto,
                  duly endorsed in blank by the Borrower or the appropriate
                  Subsidiary Guarantor, as the case may be;

                           (i)      Perfected Security Interest. Evidence of
                  Lien searches, through a date satisfactory to the
                  Administrative Agent, showing no Liens affecting the
                  Collateral other than Liens in favor of the Administrative
                  Agent for the ratable benefit of the Lenders, the Issuing Bank
                  and the Administrative Agent in connection herewith;

                           (j)      Organizational Documents. Copies of the
                  charters, articles or certificates of incorporation, articles
                  of organization or other organizational documents of the
                  Borrower and each of its Subsidiaries, certified by the
                  Secretary of State or other appropriate public official in
                  each jurisdiction of organization, all in form and substance
                  satisfactory to the Lenders;

                           (k)      Bylaws, Operating Agreements, Etc. Copies of
                  the bylaws or operating agreements, and all amendments
                  thereto, of the Borrower and each of its Subsidiaries,
                  together with certificates of the respective Secretaries or
                  Assistant Secretaries of the Borrower and each of such
                  Subsidiaries, dated the date hereof, stating that such copy is
                  complete and correct;

                           (l)      Good Standing and Authority. Certificates of
                  the appropriate governmental officials of each jurisdiction as
                  the Administrative Agent reasonably may request, dated within
                  seventy-five (75) days of the date hereof, stating that the
                  Borrower and each of its Subsidiaries exists, is in good
                  standing with respect to the payment of franchise and similar
                  taxes and is duly qualified to transact business therein;

                           (m)      Incumbency. Certificates of the respective
                  Secretaries or Assistant Secretaries of the Borrower and each
                  of the other Credit Parties, dated the date hereof, as to the
                  incumbency and signature of all officers of the Borrower or
                  such Subsidiary Guarantor authorized to execute or attest to
                  this Agreement, the Notes and the other Loan Documents to
                  which the Borrower or such Credit Party is a party, together
                  with evidence of the incumbency of each such Secretary or
                  Assistant Secretary;

                           (n)      Resolutions. With respect to the Borrower
                  and each of the other Credit Parties (i) copies of the
                  resolutions authorizing, approving and ratifying

<PAGE>

                  this Agreement, the Notes, the Security Documents and the
                  other Loan Documents and the transactions contemplated herein
                  and therein, duly adopted by the respective boards of
                  directors or other managers of the Borrower and each of the
                  other Credit Parties, together with (ii) certificates of the
                  respective Secretaries or Assistant Secretaries of the
                  Borrower and each of the other Credit Parties, dated the date
                  hereof, stating that each such copy is a true and correct copy
                  of resolutions duly adopted at a meeting, or by action taken
                  on written consent, of the board of directors or other
                  managers of the Borrower or such Credit Party and that such
                  resolutions have not been modified, amended, rescinded or
                  revoked in any respect and are in full force and effect as of
                  the date hereof;

                           (o)      Legal Opinions of the Borrower's Counsel.
                  The favorable legal opinion of Waller Lansden Dortch & Davis,
                  PLLC, counsel to the Credit Parties, dated the date hereof,
                  and addressed to the Administrative Agent, the Lenders and the
                  Issuing Bank, substantially in the form of Exhibit 6.1.1B;

                           (p)      Evidence of Indebtedness. If requested by
                  the Administrative Agent, (i) a copy of each indenture, loan
                  agreement, guaranty, promissory note or other evidence of
                  Indebtedness other than Contingent Obligations, Indebtedness
                  incurred under the Loan Documents, trade debt incurred in the
                  ordinary course of business and obligations under Operating
                  Leases (together with all modifications, amendments,
                  restatements or supplements thereto) to which the Borrower or
                  any of its Subsidiaries is a party constituting a liability
                  (contingent or otherwise) equal to or in excess of $500,000,
                  the terms and conditions of which shall be satisfactory to the
                  Administrative Agent, and (ii) a report certified by the
                  respective chief executive officer of the Borrower describing
                  any default or failure of performance or any event that with
                  the giving of notice of, or the lapse of time, or both, would
                  become a default by the Borrower or any of its Subsidiaries
                  under any of such documents, instruments or agreements;

                           (q)      Year-End Financial Statements. The
                  consolidated balance sheets of the Borrower and its
                  Subsidiaries as of December 31 of each of 2000, 2001 and 2002,
                  and of PSC and its Subsidiaries as of December 31 of each of
                  2000 and 2001, and the related consolidated statements of
                  income, shareholders' equity and cash flows for each of the
                  respective Fiscal Years ended on each such date, audited and
                  reported upon, without qualification, by Ernst & Young LLP,
                  together with unaudited consolidating balance sheets of the
                  Borrower, PSC and their respective Subsidiaries as of the end
                  of each such Fiscal Year and the related unaudited
                  consolidating statements of income for each such Fiscal Year,
                  prepared by such accountants and certified by a Responsible
                  Officer of the Borrower;

                           (r)      March 31, 2003 Financial Statements. The
                  unaudited consolidated and consolidating balance sheet of the
                  Borrower and its Subsidiaries as of March 31, 2003 and the
                  related consolidated and consolidating statement of income and
                  the related consolidated statements of shareholders' equity
                  and cash flows for the period commencing at the beginning of
                  the current Fiscal Year and

<PAGE>

                  ending with the end of the Fiscal Quarter ended on such date,
                  certified by a Responsible Officer of the Borrower;

                           (s)      Projections. The Projections;

                           (t)      Officer's Certificate. A certificate of a
                  Responsible Officer of the Borrower, dated the date hereof,
                  stating that (i) each of the representations and warranties
                  contained in Article 7 is true and correct at and as of the
                  date hereof with the same force and effect as if made on such
                  date, (ii) all obligations, covenants, agreements and
                  conditions contained in this Agreement and the other Loan
                  Documents to be performed or satisfied by the Borrower or any
                  of its Subsidiaries on or prior to the date hereof have been
                  performed or satisfied in all respects, (iii) since December
                  31, 2002, there has been no Material Adverse Change, and (iv)
                  no Default has occurred and is continuing, and in addition
                  setting forth in such detail as shall be required by the
                  Lenders calculations of the financial ratios and covenants
                  contained in this Agreement showing that as of the date hereof
                  and after giving effect to the transactions that are the
                  subject hereof the Borrower and its Subsidiaries are in
                  compliance with Article 10;

                           (u)      Solvency Certificate. A solvency certificate
                  of a Responsible Officer of the Borrower, in substantially the
                  form of Exhibit 6.1.1C (the "Solvency Certificate");

                           (v)      Consents. Evidence that the Borrower and
                  each of the other Credit Parties have obtained all requisite
                  consents and approvals required to be obtained from any Person
                  to permit the transactions contemplated by this Agreement, the
                  Notes and the other Loan Documents to be consummated in
                  accordance with their respective terms and conditions; and

                           (w)      Other Matters. All other documents,
                  instruments, agreements, opinions, certificates, insurance
                  policies, consents and evidences of other legal matters, in
                  form and substance satisfactory to the Administrative Agent
                  and its counsel, as the Administrative Agent reasonably may
                  request.

                  6.1.2.   Compliance with Laws. The Borrower and its
         Subsidiaries shall not be in violation of, and shall not have received
         notice of any violation of, any applicable Requirement of Law,
         including any building, zoning, occupational safety and health, fair
         employment, equal opportunity, pension, environmental control, health
         care, certificate of need, health care facility licensing or similar
         federal, state or local law, ordinance or regulation, relating to the
         ownership or operation of its business or assets, if such violation or
         non-compliance could have a Material Adverse Effect, and if requested
         by the Administrative Agent the Borrower or its Subsidiaries shall have
         furnished to the Administrative Agent and the Lenders copies of all
         required material approvals (including required operating licenses and
         permits) of any Governmental Authority.

<PAGE>

                  6.1.3.   No Material Adverse Change. Since December 31, 2002
         no Material Adverse Change (as determined by the Administrative Agent,
         the Lenders and the Issuing Bank, in their sole discretion) shall have
         occurred.

                  6.1.4.   No Material Misrepresentation. No material
         misrepresentation or omission shall have been made by or on behalf of
         the Borrower or any of the other Credit Parties to the Administrative
         Agent, the Lenders or the Issuing Bank with respect to the Borrower's
         or such Credit Party's business operations or financial or other
         condition.

                  6.1.5.   Legal Proceedings. No action, suit, proceeding or
         investigation shall be pending before or threatened by any court or
         Governmental Authority with respect to the transactions contemplated
         hereby or that may have a Material Adverse Effect (as determined by the
         Administrative Agent, the Lenders and the Issuing Bank, in their sole
         discretion).

                  6.1.6.   Subordinated Indebtedness. If requested by the
         Administrative Agent, any creditor holding Subordinated Indebtedness
         shall have entered into an intercreditor and subordination agreement
         with the Administrative Agent in form and substance satisfactory to the
         Lenders.

                  6.1.7.   2003 Subordinated Note Placement. The Borrower shall
         have consummated the placement of the 2003 Subordinated Notes pursuant
         to the 2003 Subordinated Note Documents and otherwise on terms and
         conditions reasonably acceptable to the Administrative Agent and
         Requisite Lenders, and as a result thereof (a) the Borrower shall have
         received Net Cash Proceeds thereof in a minimum amount of $15,000,000,
         and (b) the Borrower shall have the ability to receive upon request, in
         the absence of a default under the 2003 Subordinated Note Documents,
         additional proceeds thereof such that the total gross proceeds advanced
         or available to be advanced to or for the account of the Borrower shall
         be not less than $40,000,000.

         6.2.     Conditions Precedent to All Loans and Letters of Credit. The
obligations of each of the Lenders to make any Loans (including Loans used to
refinance or repay other Loans or Letter of Credit Liabilities) on any date
(including the date hereof), and the obligations of the Issuing Bank to issue or
extend a Letter of Credit on any date (including the date hereof), are subject
to the satisfaction of the conditions set forth below in this Section 6.2. Each
request for Loans or for a Letter of Credit hereunder shall constitute a
representation and warranty by the Borrower to the Administrative Agent, the
Lenders and the Issuing Bank, as of the date of the making of such Loans or the
issuance of such Letter(s) of Credit, that the conditions in this Section 6.2
have been satisfied.

                  6.2.1.   Satisfaction of Conditions Precedent to Initial Loans
         and Letters of Credit. The conditions precedent set forth in Section
         6.1 shall have been satisfied.

                  6.2.2.   Representations and Warranties. The representations
         and warranties of the Borrower and the other Credit Parties set forth
         in this Agreement, the Notes and the other Loan Documents and in any
         certificate, opinion or other statement provided at any time

<PAGE>

         by or on behalf of the Borrower or any other Credit Party in connection
         herewith shall be true and correct on and as of the date of the making
         of such Loans or the issuance of such Letter(s) of Credit as if made on
         and as of such date, except to the extent that a representation or
         warranty is made as of a specific date, in which event such
         representation or warranty shall remain true and correct as of such
         earlier date, and except to the extent that a representation or
         warranty is no longer correct by virtue of changes in facts and
         circumstances permitted by the terms of this Agreement.

                  6.2.3.   No Default. No Default shall have occurred and be
         continuing on the date of the requested Borrowing or Letter of Credit
         issuance or after giving effect to such Borrowing or Letter of Credit
         issuance.

                  6.2.4.   No Violations. No law or regulation shall prohibit
         the making of the requested Loan or the issuance of the requested
         Letter of Credit and no order, judgment or decree of any court or
         Governmental Authority shall, and no litigation shall be pending that
         in the judgment of the Administrative Agent or Requisite Lenders would,
         enjoin, prohibit or restrain any Lender from making a requested Loan or
         the Issuing Bank from issuing a requested Letter of Credit.

                  6.2.5.   Proceedings Satisfactory. All proceedings in
         connection with the making of any Loan, the issuance of any Letter of
         Credit and the other transactions contemplated by this Agreement, the
         Loan Documents and all documents incidental thereto shall be
         satisfactory to the Administrative Agent, and the Administrative Agent
         shall have received all such information and such counterpart originals
         or certified or other copies of such documents as the Administrative
         Agent reasonably may request.

                                   ARTICLE 7.

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Administrative Agent, the Lenders and the
Issuing Bank to enter into this Agreement, to make the Loans, to issue the
Letters of Credit and to provide the other financial accommodations provided for
herein, the Borrower hereby makes the following representations and warranties
to the Administrative Agent, the Lenders and the Issuing Bank:

         7.1.     Existence and Power. The Borrower, its Subsidiaries and the
Permitted Non-Guarantor Entities are entities of the types set forth on Schedule
7.1, and each is duly organized, validly existing and in good standing under the
laws of the jurisdiction indicated next to its name on Schedule 7.1. The
Borrower, its Subsidiaries and the Permitted Non-Guarantor Entities have the
power, authority and legal right to own and operate their respective properties
and assets, to lease the properties and assets they operate under lease and to
carry on their respective businesses as they are now being conducted and
intended to be conducted, and are duly qualified to transact business in, and in
good standing under the laws of, each jurisdiction in which their ownership,
lease or operation of property or the conduct of their respective businesses
requires

<PAGE>

such qualification, except to the extent that failure to qualify to transact
business will not have a Material Adverse Effect.

         7.2.     Authorization and Enforceability of Obligations. The Borrower
and the other Credit Parties (a) have the power, authority and legal right to
enter into this Agreement and the other Loan Documents to which each is a party
and to enter into and perform their respective obligations hereunder and
thereunder, and (b) have taken all necessary action on the part of each to
authorize the execution and delivery of such documents, instruments and
agreements and the performance of their respective obligations hereunder and
thereunder. This Agreement, the Notes and the other Loan Documents have been
duly executed and delivered on behalf of the Borrower and such of the other
Credit Parties as are parties to such Loan Documents, and constitute legal,
valid and binding obligations of and are enforceable against the Borrower and
such other Credit Parties in accordance with their respective terms.

         7.3.     No Consents. Except as set forth on Schedule 7.3, all
necessary consents, approvals and authorizations of, filings with and acts by or
with respect to all Governmental Authorities and other Persons required to be
obtained, made or taken in connection with the execution, delivery, performance,
validity or enforceability of this Agreement, the Notes and the other Loan
Documents, or otherwise in connection with the transactions contemplated hereby,
have been obtained, made or taken and remain in effect.

         7.4.     No Conflict. The execution and delivery of this Agreement, the
Notes and the other Loan Documents, the transactions contemplated hereby, the
use of the proceeds of the Loans and the Letters of Credit and the performance
by the Borrower and the other Credit Parties of their respective obligations
hereunder under the Loan Documents to which they are parties (a) do not conflict
with or violate any Requirement of Law or any Contractual Obligation of the
Borrower or any Subsidiary of the Borrower, except to the extent that any such
violation or conflict will not have a Material Adverse Effect, and (b) do not
conflict with, constitute a default or require any consent under, or result in
the creation of any Lien upon any property or assets of the Borrower or any
Subsidiary of the Borrower pursuant to any Contractual Obligation of the
Borrower or such Subsidiary (other than Liens in favor of the Administrative
Agent, the Lenders and the Issuing Bank), except to the extent that any such
conflict or default or the failure to obtain any necessary consent will not have
a Material Adverse Effect.

         7.5.     Financial Statements; Projections; Solvency.

                  (a)      The consolidated balance sheets of the Borrower and
         its Subsidiaries as of December 31 of each of 2000, 2001 and 2002 and
         the related consolidated statements of income, shareholders' equity and
         cash flows for each of the Fiscal Years then ended, including the
         opinions of Ernst & Young LLP with respect thereto, together with the
         unaudited consolidating balance sheets of the Borrower and its
         Subsidiaries as of the end of such Fiscal Year and the unaudited
         consolidating statements of income of the Borrower and its Subsidiaries
         for such Fiscal Year, copies of all of which have been furnished to the
         Administrative Agent, are complete and correct and fairly present the
         assets, liabilities and consolidated financial position of the Borrower
         and its Subsidiaries as at each such date and the consolidated results
         of their operations and their cash flows

<PAGE>

         for each of the Fiscal Years then ended.

                  (b)      The consolidated balance sheets of PSC and its
         Subsidiaries as of December 31 of each of 2000 and 2001 and the related
         consolidated statements of income, shareholders' equity and cash flows
         for each of the Fiscal Years then ended, including the opinions of
         Ernst & Young LLP with respect thereto, together with the unaudited
         consolidating balance sheets of PSC and its Subsidiaries as of the end
         of such Fiscal Year and the unaudited consolidating statements of
         income of PSC and its Subsidiaries for such Fiscal Year, copies of all
         of which have been furnished to the Administrative Agent, are complete
         and correct and fairly present the assets, liabilities and consolidated
         financial position of PSC and its Subsidiaries as at each such date and
         the consolidated results of their operations and their cash flows for
         each of the Fiscal Years then ended.

                  (c)      The unaudited consolidated and consolidating balance
         sheet of the Borrower and its Subsidiaries as of March 31, 2003,
         together with the related consolidated and consolidating statement of
         income and the related consolidated statements of shareholders' equity
         and cash flows for the period commencing at the beginning of the
         current Fiscal Year and ending with the end of the Fiscal Quarter ended
         on such date, copies of all of which have been furnished to the
         Administrative Agent, are complete and correct and, subject to
         customary year-end adjustments that are not anticipated to be material,
         fairly present the assets, liabilities and consolidated financial
         position of the Borrower and its Subsidiaries as at such date and the
         consolidated results of their operations and their cash flows for such
         period.

                  (d)      The financial statements described in the preceding
         paragraphs (a), (b) and (c), including the related schedules and notes
         thereto, have been prepared in conformity with GAAP applied
         consistently throughout the periods involved. Neither the Borrower nor
         any of its Subsidiaries has any material Indebtedness, obligation or
         other unusual forward or long-term commitment that is not fairly
         reflected in the foregoing financial statements or in the notes
         thereto.

                  (e)      In the opinion of the management of the Borrower, the
         assumptions used in the preparation of the Projections were reasonable
         when made and, as of the date hereof, the management of the Borrower
         continues to believe that such assumptions are reasonable and
         appropriate. In the opinion of the management of the Borrower, the
         Projections represent a reasonable estimate of the future performance
         and financial condition of the Borrower and its Subsidiaries for the
         periods included therein, subject to the uncertainties and
         approximations inherent in the making of any financial projections and
         without assurance that the projected performance and financial
         condition actually will be achieved.

                  (f)      After giving effect to the consummation of the
         transactions contemplated by this Agreement, the making of Loans
         hereunder, the issuance of Letters of Credit hereunder and the
         incurrence by the Borrower and the other Credit Parties of the
         Obligations incurred by each pursuant to the Loan Documents, each of
         the Credit Parties is Solvent.
<PAGE>

         7.6.     Absence of Litigation. Except as otherwise set forth in
Schedule 7.6, there are no actions, suits, proceedings or other litigation
(including proceedings by or before any arbitrator or Governmental Authority)
pending or threatened against or affecting the Borrower or any of its
Subsidiaries, nor to the knowledge of the Borrower is there any basis therefor,
(a) that challenge the validity or propriety of the transactions contemplated
hereby, or (b) that reasonably can be expected to be adversely determined and,
if adversely determined, to have a Material Adverse Effect, either individually
or in the aggregate.

         7.7.     No Default. Neither the Borrower nor any of its Subsidiaries
is in default (nor has any event occurred that with notice or lapse of time or
both would constitute a default) under any of their respective Contractual
Obligations, if such default or event could have a Material Adverse Effect. No
Default has occurred and is continuing.

         7.8.     Security Documents. The Security Documents create in favor of
the Administrative Agent, for the ratable benefit of the Lenders, the Issuing
Bank and the Administrative Agent, valid, perfected security interests in the
Collateral subject to no Liens other than Permitted Liens. The security
interests granted in favor of the Administrative Agent as contemplated by this
Agreement and the Security Documents do not constitute a fraudulent conveyance
under the federal Bankruptcy Code or any applicable state law.

         7.9.     Capital Stock. The capitalization of the Borrower, each
Subsidiary of the Borrower and each Permitted Non-Guarantor Entity consists of
such number of shares of Capital Stock, authorized, issued and outstanding, of
such classes and series, with or without such par value, as are set forth in
Schedule 7.1. All such outstanding shares have been duly authorized and validly
issued and are fully paid and nonassessable. There are no outstanding stock
purchase warrants, subscriptions, options, securities, instruments or other
rights of any type or nature whatsoever that are convertible into, exchangeable
for or otherwise provide for the issuance of Capital Stock of the Borrower, any
of its Subsidiaries or any Permitted Non-Guarantor Entity, except as described
in Schedule 7.1.

         7.10.    Taxes. The Borrower and its Subsidiaries have filed all tax
returns that were required to be filed in any jurisdiction and have paid all
taxes shown thereon to be due or otherwise due in respect of the Borrower, any
of its Subsidiaries or any of their respective properties, income or franchises,
including interest, assessments, fees and penalties, or have provided adequate
reserves for the payment thereof, except to the extent that the cumulative
effect of noncompliance with the foregoing will not have a Material Adverse
Effect. Neither the Borrower nor any of its Subsidiaries has received any
written notice from any Governmental Authority claiming or asserting any
delinquency or deficiency regarding, or indicating an intent to inquire into or
investigate, any return referred to in this Section 7.10 that, if adversely
determined, could have a Material Adverse Effect.

         7.11.    No Burdensome Restrictions. No Contractual Obligation or
Requirement of Law relating to or otherwise affecting the Borrower, any of its
Subsidiaries or any of their respective properties, businesses or operations has
had or, insofar as the Borrower reasonably may foresee is likely to have, a
Material Adverse Effect.

<PAGE>

         7.12.    Judgments. There are no outstanding or unpaid judgments
against the Borrower or any of its Subsidiaries.

         7.13.    Subsidiaries. All of the Subsidiaries of the Borrower and all
of the Permitted Non-Guarantor Entities as of the date hereof are set forth in
Schedule 7.1. Schedule 7.1 also shows as of the date hereof as to each such
Subsidiary and Permitted Non-Guarantor Entity the jurisdiction of its
incorporation or formation, the number of shares of each class of Capital Stock
outstanding, the direct owner of the outstanding shares of each such class and
the number of shares owned, and the jurisdictions in which such Subsidiary is
qualified to do business as a foreign corporation.

         7.14.    ERISA. No "prohibited transaction" or "accumulated funding
deficiency" (each as defined in ERISA) or Reportable Event has occurred with
respect to any Single Employer Plan, or to the knowledge of the Borrower with
respect to any Multi-Employer Plan. As of the most recent actuarial valuation of
any such Plan, the actuarial present value of all benefits under each Plan
(based on those assumptions used to fund the Plan) does not exceed the fair
market value of the assets of the Plan allocable to such benefits. The Borrower,
its Subsidiaries and each Commonly Controlled Entity are in compliance in all
material respects with ERISA and the rules and regulations promulgated
thereunder.

         7.15.    Margin Securities. Neither the Borrower nor any of its
Subsidiaries is engaged principally in, nor has as one of its significant
activities, the business of extending credit for the purpose of purchasing or
carrying "margin stock" as that term is defined in Regulation U promulgated by
the Federal Reserve Board, as now in effect. No part of the Indebtedness
evidenced by the Notes, or otherwise created in connection with this Agreement
or the other Loan Documents, has been or will be used, directly or indirectly,
for the purpose of purchasing any such margin stock. If requested by the
Administrative Agent or any of the Lenders, the Borrower shall furnish or cause
to be furnished to the Administrative Agent and each such Lender a statement, in
conformity with the requirements of Federal Reserve Form U-1 referred to in
Regulation U, to the foregoing effect.

         7.16.    Investment Company Act. Neither the Borrower nor any of its
Subsidiaries is an "investment company," or company "controlled" by an
investment company within the meaning of the Investment Company Act of 1940, as
now in effect.

         7.17.    Indebtedness and Contingent Obligations. Set forth on Schedule
7.17A hereto is a complete and correct list of all Indebtedness (other than
Contingent Obligations, Indebtedness incurred under the Loan Documents, trade
debt incurred in the ordinary course of business and obligations under Operating
Leases) of the Borrower and its Subsidiaries and the aggregate principal amount
thereof outstanding on the date hereof. Set forth on Schedule 7.17B is a
complete and correct list of all Contingent Obligations (other than any
Contingent Obligations created under the Loan Documents) of the Borrower and its
Subsidiaries and the aggregate amount thereof outstanding on the date hereof.

<PAGE>

         7.18.    Business Locations and Trade Names. Set forth on Schedule
7.18A is a complete and correct list of the locations where the Borrower, each
Subsidiary of the Borrower and each Permitted Non-Guarantor Entity maintain
their respective chief executive offices, their principal places of business, an
office, a place of business or any material financial records. Set forth on
Schedule 7.18B is a complete and correct list of each name under or by which the
Borrower and its Subsidiaries presently conducts its business or has conducted
its business during the past five years.

         7.19.    Title to Assets. The Borrower and its Subsidiaries have good
and marketable title to (or, with respect to leased property, good and
marketable leasehold interests in) all of their respective assets, subject to no
Liens other than Permitted Liens.

         7.20.    Labor Matters. There are no disputes or controversies pending
between the Borrower or any of its Subsidiaries and their respective employees,
the outcome of which reasonably may be expected to have a Material Adverse
Effect.

         7.21.    Business. There is no pending or threatened claim, action,
suit, proceeding or other litigation against or affecting the Borrower or any of
its Subsidiaries contesting the right of the Borrower or any of its Subsidiaries
to conduct their businesses as presently conducted or as proposed to be
conducted, and there are no other facts or circumstances that have had or
reasonably may be expected to have a Material Adverse Effect.

         7.22.    Compliance with Laws. The Borrower and its Subsidiaries (a)
have not been, are not and will not be in violation of any applicable
Requirement of Law, including any building, zoning, occupational safety and
health, fair employment, equal opportunity, pension, environmental control,
health care, certificate of need, health care facility licensing or similar
federal, state or local law, ordinance or regulation, relating to the ownership
or operation of their respective businesses or assets, (b) have not failed to
obtain any license, permit, certificate or other governmental authorization
necessary for the conduct of their businesses or the ownership and operation of
their assets, (c) have not received any notice from any Governmental Authority,
and to their knowledge no such notice is pending or threatened, alleging that
the Borrower or any of its Subsidiaries has violated, or has not complied with,
any Requirement of Law, condition or standard applicable with respect to any of
the foregoing, and (d) are not a party to any agreement or instrument, or
subject to any judgment, order, writ, rule, regulation, code or ordinance,
except to the extent that any violation, noncompliance, failure, agreement,
judgment, etc. as described in this Section 7.22 will not have a Material
Adverse Effect.

         7.23.    Governmental Authorizations; Permits, Licenses and
Accreditation; Other Rights. The Borrower and its Subsidiaries have all
licenses, permits, approvals, registrations, contracts, consents, franchises,
qualifications, certificates of need, accreditations and other authorizations
necessary for the lawful conduct of their respective businesses or operations
wherever now conducted and as planned to be conducted, pursuant to all
applicable statutes, laws, ordinances, rules and regulations of all Governmental
Authorities having, asserting or claiming jurisdiction over the Borrower or any
of its Subsidiaries or over any part of their respective operations, except to
the extent that the cumulative effect of noncompliance with the foregoing will
not have a Material Adverse Effect. Copies of all material licenses, permits,
approvals, registrations,

<PAGE>

contracts, consents, franchises, qualifications, certificates of need,
accreditations and other authorizations shall be provided to the Administrative
Agent upon request. Neither the Borrower nor any of its Subsidiaries is in
default under any of such licenses, permits, approvals, registrations,
contracts, consents, franchises, qualifications, certificates of need,
accreditations and other authorizations, and no event has occurred, and no
condition exists, that with the giving of notice, the passage of time or both
would constitute a default thereunder or would result in the suspension,
revocation, impairment, forfeiture or non-renewal of any thereof, except to the
extent that the cumulative effect of all such defaults, events, conditions,
suspensions, revocations, impairments, forfeitures and non-renewals will not
have a Material Adverse Effect. The continuation, validity and effectiveness of
all such licenses, permits, approvals, registrations, contracts, consents,
franchises, qualifications, certificates of need, accreditations and other
authorizations will not be adversely affected by the transactions contemplated
by this Agreement. The Borrower and its Subsidiaries know of no reason why they
will not be able to maintain after the date hereof all licenses, permits,
approvals, registrations, contracts, consents, franchises, qualifications,
certificates of need, accreditations and other authorizations necessary or
appropriate to conduct the businesses of the Borrower and its Subsidiaries as
now conducted and presently planned to be conducted.

         7.24.    Medicare and Medicaid Participation, Licensing and
Accreditation.

                  (a)      Each Center or other significant healthcare facility
         owned or operated as a continuing operation by the Borrower or any of
         its Subsidiaries (a "Borrower Healthcare Facility") is certified for
         enrollment or participation in the Medicare and Medicaid programs, has
         a current and valid provider contract with such programs, is in
         compliance with the conditions of participation in such programs and
         has received all approvals or qualifications necessary for
         reimbursement to the Borrower or its Subsidiaries, except to the extent
         that a failure to do so would not have a Material Adverse Effect.
         Neither the Borrower nor any of its Subsidiaries has received notice of
         any pending or threatened investigation from any Governmental Authority
         having jurisdiction with respect to such programs, and the Borrower has
         no reason to believe that any such investigation is pending, threatened
         or imminent.

                  (b)      Each Borrower Healthcare Facility is licensed by the
         proper state department of health to conduct its business in
         substantially the manner now conducted and, if applicable, is
         authorized to operate the number of beds used therein. Each Borrower
         Healthcare Facility is presently in compliance with all of the terms
         and conditions of all licenses, permits, approvals, registrations,
         contracts, consents, franchises, qualifications, certificates of need,
         accreditations and other authorizations applicable thereto, including
         requirements as to facilities, equipment, staffing and operations,
         except to the extent that the cumulative effect of all such
         noncompliances would not have a Material Adverse Effect.

         7.25.    No Material Adverse Change. Since December 31, 2002 no
Material Adverse Change has occurred.

         7.26.    Employment and Investment Agreements. Set forth on Schedule
7.26 is a complete and accurate list, as of the date hereof, of (a) all
employment agreements and executive

<PAGE>

compensation arrangements to which the Borrower or any of its Subsidiaries is a
party and which provide for aggregate compensation (including bonuses) to any
Person (assuming compliance with or satisfaction of all contingencies or
conditions) of $250,000 or more per year, and (b) all agreements relating to the
voting or disposition of any outstanding shares of Capital Stock of the
Borrower's Subsidiaries and, to the Borrower's knowledge, of the Borrower.

         7.27.    Environmental Matters. Except as disclosed in Schedule 7.27,
(a) neither the Borrower nor any of its Subsidiaries, nor any of the properties
owned or leased thereby or operations thereof, nor, to the knowledge of the
Borrower, any current or prior owner, lessor or operator (other than the
Borrower or one of its Subsidiaries) of any properties owned or leased by
Borrower or any of its Subsidiaries, is in violation of any applicable
Environmental Law or any restrictive covenant or deed restriction relating to
environmental matters (recorded or otherwise) or subject to any existing,
pending or threatened investigation, inquiry or proceeding by any Governmental
Authority or subject to any remedial obligations under any Environmental Law,
except to the extent that the cumulative effect of all such violations,
investigations, inquiries, proceedings and remedial obligations would not have a
Material Adverse Effect; (b) all permits, licenses and approvals required of the
Borrower or any of its Subsidiaries with respect to Hazardous Materials,
including past or present treatment, storage, disposal or release of any
Hazardous Materials or solid waste into the environment, have been obtained or
filed; (c) all Hazardous Materials or solid waste generated by the Borrower or
any of its Subsidiaries have in the past been, and will continue to be,
transported, treated and disposed of only by carriers maintaining valid permits
under all applicable Environmental Laws and only at treatment, storage and
disposal facilities maintaining valid permits under applicable Environmental
Laws, which carriers and facilities have been and are, to the knowledge of the
Borrower, operating in compliance with such permits; (d) the Borrower and its
Subsidiaries have taken all reasonable steps necessary to determine, and have
determined, that no Hazardous Materials or solid wastes have been disposed of or
otherwise released by them except in compliance with Environmental Laws; and (e)
neither the Borrower nor any of its Subsidiaries has a material contingent
liability in connection with any release of any Hazardous Materials or solid
waste into the environment, and in connection herewith the Borrower hereby
agrees to pursue diligently the resolution of any environmental issues disclosed
in Schedule 7.27 by all necessary and appropriate actions and shall report to
the Administrative Agent not less frequently than quarter-annually as to the
status of the resolution of such issues.

         7.28.    Material Contracts. Set forth on Schedule 7.28 hereto is a
complete and accurate list of all Material Contracts of the Borrower and
Subsidiaries. Other than as set forth on Schedule 7.28, each such Material
Contract is in full force and effect in accordance with the terms thereof and
there are no material defaults by the Borrower or any of its Subsidiaries as are
parties thereto or, to the knowledge of the Borrower, by any other party, under
any such Material Contract. The Borrower has delivered to the Administrative
Agent a true and complete copy of each Material Contract identified specifically
on Schedule 7.28.

         7.29.    No Misstatements. Neither this Agreement nor any of the other
Loan Documents, nor any agreement, instrument or other document executed
pursuant hereto or thereto or in connection herewith or therewith, nor any
certificate, statement or other information referred to herein or therein or
furnished to the Administrative Agent, any Lender or the Issuing Bank

<PAGE>

pursuant hereto or thereto or in connection herewith or therewith, contains any
misstatement of a material fact or omits to state any material fact necessary to
make the statements contained herein or therein, in the light of the
circumstances under which they were made, not misleading on the date hereof or
on the date furnished, as the case may be, except as otherwise disclosed to the
Administrative Agent, the Lenders and the Issuing Bank in writing on or prior to
the date hereof. The Borrower is not aware of any fact that it has not disclosed
in writing to the Administrative Agent that has had or reasonably may be
expected to have a Material Adverse Effect.

         7.30.    Operating Leases. Schedule 7.30 sets forth each Operating
Lease existing on the date hereof pursuant to which the Borrower or a Subsidiary
of the Borrower is the lessee or tenant and which provides for annual lease
payments in excess of $100,000.

                                   ARTICLE 8.

                              AFFIRMATIVE COVENANTS

         So long as any Obligations are unpaid or outstanding, any Obligation
under the Loan Documents is unperformed or any of the Commitments are in effect,
the Borrower shall:

         8.1.     Financial Statements.

                  8.1.1.   Annual Financial Statements and Reports. Furnish to
         the Administrative Agent and each Lender, as soon as available and in
         any event within ninety (90) days after the end of each Fiscal Year of
         the Borrower or, if applicable and earlier, within two (2) Business
         Days after the Borrower files with the Commission its Annual Report on
         Form 10-K for such Fiscal Year, a consolidated balance sheet of the
         Borrower and its Subsidiaries as of the end of such Fiscal Year and the
         related consolidated statements of income, shareholders' equity and
         cash flows of the Borrower and its Subsidiaries for such Fiscal Year,
         audited and reported upon by Ernst & Young LLP or other independent
         certified public accountants of nationally recognized standing (whose
         opinion shall not be limited as to scope or qualified as to going
         concern status or contain any other material qualifications or
         exceptions), accompanied by an unaudited consolidating balance sheet of
         the Borrower and its Subsidiaries as of the end of such Fiscal Year and
         an unaudited consolidating statement of income for such Fiscal Year,
         certified by a Responsible Officer of the Borrower, together with (a) a
         written discussion and analysis by the management of the Borrower of
         the financial statements furnished in respect of such annual fiscal
         period, (b) a certificate signed by a Responsible Officer of the
         Borrower, in form satisfactory to the Administrative Agent and the
         Lenders, stating that no Default has occurred and is continuing or, if
         in the opinion of such officer, a Default has occurred and is
         continuing, stating the nature thereof and the action that the Borrower
         proposes to take with respect thereto, and (c) a Compliance Certificate
         demonstrating compliance with all financial covenants contained herein
         as of the end of such Fiscal Year and including the other information
         required to be included therein.

<PAGE>

                  8.1.2.   Quarterly Financial Statements and Reports. Furnish
         to the Administrative Agent and each Lender, as soon as available and
         in any event within forty-five (45) days after the end of each Fiscal
         Quarter of the Borrower (other than the last Fiscal Quarter in any
         Fiscal Year) or, if applicable and earlier, within two (2) Business
         Days after the Borrower files with the Commission its Quarterly Report
         on Form 10-Q for such Fiscal Quarter, an unaudited consolidated and
         consolidating balance sheet of the Borrower and its Subsidiaries as of
         the end of such Fiscal Quarter, the related consolidated and
         consolidating statement of income of the Borrower and its Subsidiaries
         for the period commencing at the beginning of the current Fiscal Year
         and ending with the end of such Fiscal Quarter and the related
         consolidated statements of shareholders' equity and cash flows of the
         Borrower and its Subsidiaries for such period, certified by a
         Responsible Officer of the Borrower, together with (a) a written
         discussion and analysis by the management of the Borrower of the
         financial statements furnished in respect of such period, (b) a
         certificate signed by a Responsible Officer of the Borrower, in form
         satisfactory to the Administrative Agent and the Lenders, stating that
         no Default has occurred and is continuing or, if in the opinion of such
         officer, a Default has occurred and is continuing, stating the nature
         thereof and the action that the Borrower proposes to take with respect
         thereto, and (c) a Compliance Certificate demonstrating compliance with
         all financial covenants contained herein as of the end of such period
         and including the other information required to be included therein.

                  8.1.3.   GAAP. Take all actions necessary to cause all such
         financial statements to be complete and correct in all material
         respects and to be prepared in reasonable detail and in conformity with
         GAAP applied consistently throughout the periods reflected therein
         (except as may be approved by such accountants or Responsible Officer,
         as the case may be, and disclosed therein).

         8.2.     Certificates and Other Information. Furnish to the
Administrative Agent and each Lender, each in form and substance acceptable to
Requisite Lenders:

                  8.2.1.   Management Letters. Within ten (10) days after the
         same are received by the Borrower, copies of management letters
         provided to the Borrower by its independent certified public
         accountants that describe or refer to any inadequacy, defect, problem,
         qualification or other lack of satisfactory accounting controls
         utilized by the Borrower or any of its Subsidiaries.

                  8.2.2.   Shareholder Materials. (a) Within two (2) Business
         Days after the delivery of same to the shareholders of the Borrower,
         copies of all financial statements and reports that the Borrower or any
         of its Subsidiaries sends to the shareholders of the Borrower, and (b)
         within two (2) Business Days after the filing thereof, copies of all
         reports and statements of the Borrower and its Subsidiaries (including
         proxy and information statements, quarterly, annual and current reports
         and registration statements, but excluding those pertaining only to
         employee benefit plans) that it may make to, or file with, the
         Commission.

<PAGE>

                  8.2.3.   Budgets. As soon as available, and in any event not
         later than ninety (90) days after the end of each Fiscal Year of the
         Borrower, twelve (12) month budgeted financial statements (including
         balance sheets and statements of income, shareholders' equity and cash
         flows and a statement of budgeted Capital Expenditures, and including a
         reasonably detailed description of all underlying assumptions) of the
         Borrower and its Subsidiaries on a consolidated basis for the following
         Fiscal Year, and twelve (12) month consolidating budgeted statements of
         income of the Borrower and each of its Subsidiaries for the following
         Fiscal Year, all in a format reasonably acceptable to Requisite Lenders
         and certified by a Responsible Officer of the Borrower as being fairly
         stated in good faith. Any updates thereto shall be provided upon
         request of the Administrative Agent.

                  8.2.4.   Asset Acquisitions. Not later than thirty (30) days
         prior to the consummation of any Asset Acquisition, notice of the
         pendency of such Asset Acquisition, and not later than ten (10)
         Business Days prior to the consummation of such Asset Acquisition, the
         following:

                           (a)      a reasonably detailed description of the
                  operating profile for the assets to be acquired in such Asset
                  Acquisition, and

                           (b)      a reasonably detailed description of the
                  terms and conditions of such Asset Acquisition, including the
                  proposed purchase price and the manner and structure of
                  payment(s), accompanied by copies of the then-current drafts
                  of the proposed acquisition agreement(s), and

                           (c)      copies of financial statements for the
                  Person owning the assets to be acquired or in which Capital
                  Stock is being purchased in the transaction for the two (2)
                  most recent fiscal years, if available, and for any subsequent
                  interim accounting periods, and

                           (d)      a certificate duly executed by a Responsible
                  Officer of the Borrower, in form satisfactory to the
                  Administrative Agent, certifying that no Default has occurred
                  and is continuing or will result from such Asset Acquisition,
                  certifying that after giving Pro Forma Effect to such Asset
                  Acquisition and to any other relevant transaction occurring
                  during the then most recent twelve (12) month period such
                  Responsible Officer reasonably believes that such Asset
                  Acquisition will not result in a violation of any of the
                  financial covenants contained herein during the twelve (12)
                  month period following such Asset Acquisition, and setting
                  forth computations demonstrating compliance with all financial
                  covenants contained herein as of the end of the Fiscal Quarter
                  then most recently completed, after giving Pro Forma Effect to
                  such Asset Acquisition and to any other relevant transaction
                  occurring during the then most recent twelve (12) month
                  period.

                  8.2.5.   Acquisition Documents. Not later than fifteen (15)
         days after the consummation of any Asset Acquisition, copies of the
         executed documents evidencing the transaction.

<PAGE>

                  8.2.6.   Funded Indebtedness. Promptly upon request by the
         Administrative Agent, copies of all agreements, instruments or
         documents evidencing or otherwise related to any Consolidated Funded
         Indebtedness.

                  8.2.7.   Employment and Investment Agreements. Promptly upon
         request by the Administrative Agent, a true and complete copy of each
         of the agreements required to be listed on Schedule 7.26.

                  8.2.8.   Reports to Other Persons. Promptly after the
         furnishing thereof, copies of any statement or report furnished to any
         other holder of any Indebtedness of the Borrower or any of the
         Guarantors pursuant to the terms of any indenture, loan or credit or
         similar agreement and not otherwise furnished to the Administrative
         Agent or the Lenders pursuant to any other clause of Section 8.1 or
         this Section 8.2.

                  8.2.9.   Additional Information. Promptly, such additional
         financial and other information as the Administrative Agent or any
         Lender from time to time reasonably may request.

         8.3.     Provision of Notices. Notify the Administrative Agent and each
Lender of the occurrence of any of the following events not later than five (5)
days after the Borrower or any Guarantor knows or has reason to know of such
event:

                  8.3.1.   Default. Any Default.

                  8.3.2.   Other Default or Litigation. (a) Any default or event
         of default under any Contractual Obligation of the Borrower or any of
         its Subsidiaries that if adversely determined could result in liability
         equal to or greater than $100,000 or otherwise could have a Material
         Adverse Effect, (b) any litigation, investigation or proceeding that
         may exist at any time between the Borrower or any of its Subsidiaries
         and any Governmental Authority (excluding, however, audits and
         inquiries made in the ordinary course of business) or (c) any other
         litigation that if adversely determined would (i) if the relief sought
         does not include damages, have a Material Adverse Effect, or (ii) if
         the relief sought includes damages, would result in an uninsured
         liability to the Borrower or any of its Subsidiaries equal to or in
         excess of $100,000.

                  8.3.3.   Reportable Events. (a) Any Reportable Event with
         respect to any Plan, (b) the institution of proceedings or the taking
         or expected taking of any other action by the PBGC, the Borrower, any
         of its Subsidiaries or any Commonly Controlled Entity to terminate,
         withdraw or partially withdraw from any Plan, and (c) with respect to
         any Multi-Employer Plan, the reorganization or insolvency of such Plan.
         In addition to such notice, the Borrower shall deliver or cause to be
         delivered to the Administrative Agent and each Lender whichever of the
         following may be applicable: (i) a certificate of a Responsible Officer
         of the Borrower setting forth details as to such Reportable Event and
         the action that it, such Subsidiary or the Commonly Controlled Entity
         proposes to take with respect thereto, together with the copy of any
         notice of such Reportable Event that may be required to be filed with
         the PBGC, or (ii) any notice delivered by the PBGC

<PAGE>

         evidencing its intent to institute such proceedings or any notice to
         the PBGC that such Plan is to be terminated, as the case may be.

                  8.3.4.   Environmental Matters. (a) Any event that makes any
         of the representations set forth in Section 7.27 inaccurate in any
         respect or (b) the receipt by the Borrower or any of its Subsidiaries
         of any notice, order, directive or other communication from a
         Governmental Authority alleging a violation of or noncompliance with
         any Environmental Laws.

                  8.3.5.   Loss of License, Permit, Approval, Etc. The loss or,
         if known by the Borrower or any of its Subsidiaries, threatened loss,
         by the Borrower or any of its Subsidiaries, of any license, permit,
         approval, registration, contract, consent, franchise, qualification,
         certificate of need, accreditation or other authorization issued by any
         Governmental Authority referenced in Section 7.23 or in Section 7.24,
         if such loss reasonably could be expected to have a Material Adverse
         Effect.

                  8.3.6.   Material Contracts. Any default or event of default
         under any Material Contract.

                  8.3.7.   Casualty Losses. Any casualty loss or event not
         insured against in an amount in excess of $250,000.

         8.4.     Payment of Obligations and Performance of Covenants.

                  (a)      Make full and timely payment of the Obligations,
         including the Loans and Letter of Credit Liabilities, whether now
         existing or hereafter arising;

                  (b)      Comply, and cause its Subsidiaries to comply, with
         all terms, covenants and conditions of the Loan Documents applicable to
         each, at the times and places and in the manner set forth therein; and

                  (c)      Take, or cause to be taken, all action necessary to
         maintain the security interests provided for under this Agreement and
         the Security Documents as valid and perfected Liens on the property
         intended to be covered thereby, subject to no other Liens except
         Permitted Liens, and supply all information to the Administrative Agent
         or the Lenders necessary to accomplish same.

         8.5.     Payment of Taxes. Pay, and cause its Subsidiaries to pay, or
cause to be paid, before the same shall become delinquent and before penalties
have accrued thereon, all taxes, assessments and governmental charges or levies
imposed on the income, profits, franchises, property or businesses of the
Borrower and its Subsidiaries, except to the extent and so long as (a) the same
are being contested in good faith by appropriate proceedings and (b) adequate
reserves with respect thereto in conformity with GAAP have been provided on the
books of the Borrower or any such Guarantor or Subsidiary, as appropriate.

<PAGE>

         8.6.     Conduct of Business and Maintenance of Existence. Continue,
and cause its Subsidiaries to continue, (a) to engage solely in the business of
owning and operating Centers and businesses that directly enhance or support
that primary business activity, and (b) except as permitted by Sections 9.3 and
9.7, to preserve, renew and keep in full force and effect their existence and
present corporate, partnership or other organizational structure, as the case
may be.

         8.7.     Compliance with Law. Observe and comply with, and cause its
Subsidiaries to observe and comply with, all present and future Requirements of
Law relating to the conduct of their businesses or to their properties or
assets, except to the extent and so long as the nonobservance thereof or
noncompliance therewith will not have a Material Adverse Effect.

         8.8.     Maintenance of Properties and Franchises. Maintain, preserve
and keep and cause its Subsidiaries to maintain, preserve and keep (a) all of
their buildings, tangible properties, equipment and other property and assets
used and necessary in their businesses, whether owned or leased, in good repair,
working order and condition, from time to time making all necessary and proper
repairs and replacements so that at all times the utility, efficiency and value
thereof shall not be impaired, and (b) all rights, privileges and franchises
necessary or desirable in the normal conduct of their businesses.

         8.9.     Insurance.

                  (a)      Maintain and cause its Subsidiaries to maintain:

                           (1)      insurance (in addition to any insurance
                  required under the Security Documents) on all insurable
                  operations of and insurable property and assets owned or
                  leased by the Borrower or any of its Subsidiaries in the
                  manner, to the extent and against at least such risks (in any
                  event including professional and comprehensive general
                  liability, workers' compensation, employer's liability,
                  automobile liability and physical damage, fiduciary liability,
                  commercial fidelity, employee benefits liability,
                  environmental impairment liability, all-risk property,
                  business interruption and crime insurance) usually maintained
                  by owners of similar businesses and properties in similar
                  geographic areas; provided that the amounts of property
                  insurance coverages shall not be less than the full
                  replacement cost of all such insurable property and assets,
                  except for coverage limitations with respect to flood,
                  earthquake and windstorm perils that are acceptable to the
                  Administrative Agent and Requisite Lenders, in their
                  discretion; and

                           (2)      self-insurance reserves covering those risks
                  for which the Borrower and its Subsidiaries presently
                  self-insure in appropriate amounts as determined from time to
                  time by independent insurance claims auditors acceptable to
                  the Administrative Agent and Requisite Lenders.

                  All such insurance shall be provided by insurers or reinsurers
         that (x) in the case of United States insurers and reinsurers, have an
         A.M. Best policyholders rating of not less than A- with respect to
         primary insurance and B+ with respect to excess insurance

<PAGE>

         and (y) in the case of non-United States insurers or reinsurers, the
         providers of at least 80% of such insurance have either an ISI
         policyholders rating of not less than A, an A.M. Best policyholders
         rating of not less than A- or a surplus of not less than $500,000,000
         with respect to primary insurance, and an ISI policyholders rating of
         not less than BBB with respect to excess insurance or, if the relevant
         insurance is not available from such insurers, such other insurers as
         the Administrative Agent may approve in writing.

                  All such insurance shall be in such amounts and in such form
         as are reasonably satisfactory to the Administrative Agent and
         Requisite Lenders. Without limiting the foregoing, and unless otherwise
         approved by the Administrative Agent, all policies of property/casualty
         insurance shall provide that such insurance shall be payable to the
         Borrower, its Subsidiaries, the Administrative Agent, the Lenders and
         the Issuing Bank as their respective interests may appear, and all
         policies of liability insurance shall name the Administrative Agent,
         the Lenders and the Issuing Bank as additional insureds.

                  (b)      Furnish to the Administrative Agent not less
         frequently than annually and at any time upon written request, (i) full
         information as to such insurance carried, including the amounts of all
         self-insurance reserves of the Borrower and its Subsidiaries, and (ii)
         certificates of insurance from the insurance companies and certified
         copies of such insurance policies. All policies of insurance shall
         provide for not less than thirty (30) days' prior written notice to the
         Administrative Agent of the cancellation or any material alteration of
         the policy.

         8.10.    Use of Proceeds. Use, and cause its Subsidiaries to use, the
proceeds of the Facilities for the purposes specified in Section 2.11 and for no
other purpose.

         8.11.    Books and Records. Keep and maintain, and cause its
Subsidiaries to keep and maintain, full and accurate books of record and
accounts of their operations, dealings and transactions in relation to their
business and activities, in conformity with GAAP and all Requirements of Law.

         8.12.    Inspection. Permit, and cause its Subsidiaries to permit, any
employees, agents or other representatives of the Administrative Agent, the
Lenders or the Issuing Bank and any attorneys, accountants or other agents or
representatives designated by the Administrative Agent, the Lenders or the
Issuing Bank to (a) have access to and visit and inspect any of the accounting
systems, books of account, financial records and properties, real, personal or
mixed, of the Borrower and its Subsidiaries, (b) examine and make abstracts from
any such accounting systems, books and records, and (c) discuss the affairs,
finances and accounts of the Borrower and its Subsidiaries with their officers,
employees or agents, all at such reasonable business times as the Administrative
Agent, the Lenders or the Issuing Bank deem necessary or advisable to protect
their respective interests.

         8.13.    Compliance With Terms of Material Contracts. Comply, and cause
its Subsidiaries to comply, with all agreements, covenants, terms, conditions
and provisions of all Material Contracts, except to the extent and so long as
noncompliance therewith will not have a Material Adverse Effect.

<PAGE>

         8.14.    Compliance With Environmental Laws, Etc.

                  (a)      Employ, and cause its Subsidiaries to employ, in
         connection with the use of any real property, appropriate technology
         (including appropriate secondary containment measures) to maintain
         compliance with applicable Environmental Laws;

                  (b)      take, and cause its Subsidiaries to take, all actions
         necessary to comply with all Environmental Laws, including any actions
         identified as necessary in any environmental compliance reports
         delivered to the Administrative Agent pursuant to the provisions of
         this Agreement;

                  (c)      obtain and maintain, and cause its Subsidiaries to
         obtain and maintain, any and all permits required by applicable
         Environmental Laws in connection with the operations of the Borrower
         and its Subsidiaries and any Affiliates thereof;

                  (d)      dispose of, and cause its Subsidiaries to dispose of,
         any and all Hazardous Materials only at facilities and with carriers
         maintaining valid permits under applicable federal, state and local
         Environmental Laws; and

                  (e)      use best efforts to obtain, and cause its
         Subsidiaries to use their best efforts to obtain, certificates of
         disposal from all contractors employed by the Borrower or any of its
         Subsidiaries in connection with the transportation or disposal of any
         Hazardous Materials.

         8.15.    Environmental Monitoring. Establish and maintain, and cause
its Subsidiaries to establish and maintain, systems to assure and monitor
continued compliance with all applicable Environmental Laws, noncompliance with
which would have a Material Adverse Effect.

         8.16.    Maintenance of Licenses, Permits, Approvals, Etc. Preserve and
maintain, and cause its Subsidiaries to preserve and maintain, all licenses,
permits, approvals, registrations, contracts, consents, franchises,
qualifications, certificates of need, accreditations and other authorizations
required under applicable state or local laws and regulations in connection with
the ownership or operation of their businesses, except to the extent that a
failure to preserve and maintain any of same will not have a Material Adverse
Effect.

         8.17.    Intercompany Indebtedness; Pledged Notes.

                  (a)      Maintain, and cause its Subsidiaries to maintain,
         accounting systems, practices and procedures that enable the Borrower
         and its Subsidiaries to report to the Administrative Agent at any time
         upon its request the aggregate unpaid balance of any unsecured advances
         or loans owing to the Borrower or a Subsidiary Guarantor by any such
         Subsidiary; and

                  (b)      Cause all such advances or loans to be evidenced by
         Pledged Notes delivered to the Administrative Agent pursuant to the
         Guarantee and Security Agreement

<PAGE>

         and, contemporaneously with the delivery to the Administrative Agent of
         any Pledged Note, assign and deliver to the Administrative Agent any
         loan agreement, mortgage, deed of trust, deed to secure debt, security
         agreement, financing statement or other instrument, document or
         agreement further evidencing, securing or otherwise relating to the
         indebtedness evidenced by such Pledged Note.

         8.18.    Additional Collateral, Etc.

                  (a)      With respect to any personal property acquired by any
         Credit Party after the date hereof, other than property described in
         subsections 8.18 (b), (c) or (d) and property subject to a Lien
         expressly permitted by subsection 9.2(f), as to which the
         Administrative Agent, for the ratable benefit of the Lenders, the
         Issuing Bank and the Administrative Agent, does not have a first
         priority perfected Lien, promptly (and, in any event, within 30 days
         following the date of such acquisition) (i) execute and deliver, or
         cause its Subsidiaries to execute and deliver, to the Administrative
         Agent such supplements or amendments to the Guarantee and Security
         Agreement and such other documents as the Administrative Agent deems
         necessary or advisable to grant to the Administrative Agent, for the
         ratable benefit of the Lenders, the Issuing Bank and the Administrative
         Agent, a security interest in such property, and (ii) take, or cause
         its Subsidiaries to take, all actions the Administrative Agent deems
         necessary or advisable to confirm to the Administrative Agent, for the
         ratable benefit of the Lenders, the Issuing Bank and the Administrative
         Agent, a perfected first priority Lien on such property, including the
         filing of Financing Statements in such jurisdictions as may be required
         by the Guarantee and Security Agreement or by law or as may be
         requested by the Administrative Agent.

                  (b)      With respect to any real property acquired by any
         Credit Party after the date hereof, comply, or cause its Subsidiaries
         to comply, with the provisions of Section 4.2.

                  (c)      With respect to any Subsidiary of the Borrower, other
         than an Excluded Subsidiary, created or acquired after the date hereof
         (which, for the purposes of this subsection, shall include any existing
         Subsidiary that ceases to be an Excluded Subsidiary and any Permitted
         Non-Guarantor Entity that becomes a Subsidiary other than an Excluded
         Subsidiary), promptly (and, in any event, within 30 days following such
         creation or acquisition) (i) execute and deliver, or cause its
         Subsidiaries to execute and deliver, to the Administrative Agent such
         supplements or amendments to the Guarantee and Security Agreement and
         such other documents as the Administrative Agent deems necessary or
         advisable to grant to the Administrative Agent, for the ratable benefit
         of the Lenders, the Issuing Bank and the Administrative Agent, a
         perfected first priority security interest in all of the Capital Stock
         of such Subsidiary, (ii) deliver, or cause its Subsidiaries to deliver,
         to the Administrative Agent any and all certificates representing such
         Capital Stock, together with undated stock powers, in blank, executed
         and delivered by the owner(s) of such Capital Stock, and take, or cause
         its Subsidiaries to take, all other actions the Administrative Agent
         deems necessary or desirable to perfect the security interest of the
         Administrative Agent therein, including the execution and delivery by
         all necessary Persons of control agreements and the filing of Financing
         Statements in such

<PAGE>

         jurisdictions as may be required by the Guarantee and Security
         Agreement or by law or as may be requested by the Administrative Agent,
         (iii) cause such Subsidiary to (A) execute and deliver a Pledged Note,
         (B) become a party to the Guarantee and Security Agreement and any
         additional Security Documents contemplated thereby and (C) take all
         actions the Administrative Agent deems necessary or advisable to grant
         to the Administrative Agent, for the ratable benefit of the Lenders,
         the Issuing Bank and the Administrative Agent, a perfected first
         priority security interest in the Collateral described in the Guarantee
         and Security Agreement with respect to such Subsidiary, including the
         execution and delivery by all necessary Persons of control agreements
         and the filing of Financing Statements in such jurisdictions as may be
         required by the Guarantee and Security Agreement or by law or as may be
         requested by the Administrative Agent, and (iv) if requested by the
         Administrative Agent, deliver to the Administrative Agent legal
         opinions relating to the matters described above, which opinions shall
         be in form and substance, and from counsel, reasonably satisfactory to
         the Administrative Agent.

                  (d)      With respect to any Excluded Subsidiary or Permitted
         Non-Guarantor Entity created or acquired after the date hereof by the
         Borrower or any of its Subsidiaries (which, for the purposes of this
         subsection, shall include any existing Subsidiary of the Borrower that
         becomes an Excluded Subsidiary or Permitted Non-Guarantor Entity in
         compliance with applicable provisions of this Agreement), promptly
         (and, in any event, within 30 days following such creation or the date
         of such creation or acquisition) (i) execute and deliver, or cause its
         Subsidiaries to execute and deliver, to the Administrative Agent such
         supplements or amendments to the Guarantee and Security Agreement and
         such other documents as the Administrative Agent deems necessary or
         advisable in order to grant to the Administrative Agent, for the
         ratable benefit of the Lenders, the Issuing Bank and the Administrative
         Agent, a perfected first priority security interest in all of the
         Capital Stock of such Excluded Subsidiary or Permitted Non-Guarantor
         Entity that is owned by the Borrower or any of the other Credit Parties
         (provided that not more than 65% of the total outstanding Capital Stock
         of any Excluded Foreign Subsidiary shall be required to be so pledged),
         (ii) deliver, or cause its Subsidiaries to deliver, to the
         Administrative Agent any and all certificates representing such Capital
         Stock, together with undated stock powers, in blank, executed and
         delivered by the owner(s) of such Capital Stock, and take, or cause its
         Subsidiaries to take, all other actions the Administrative Agent deems
         necessary or desirable to perfect the security interest of the
         Administrative Agent therein, including the execution and delivery by
         all necessary Persons of control agreements and the filing of Financing
         Statements in such jurisdictions as may be required by the Guarantee
         and Security Agreement or by law or as may be requested by the
         Administrative Agent, (iii) cause such Excluded Subsidiary or Permitted
         Non-Guarantor Entity to execute and deliver a Pledged Note (to the
         extent of any Indebtedness of such Permitted Non-Guarantor Entity to
         the Borrower or any Subsidiary Guarantor), and (iv) if requested by the
         Administrative Agent, deliver to the Administrative Agent legal
         opinions relating to the matters described above, which opinions shall
         be in form and substance, and from counsel, reasonably satisfactory to
         the Administrative Agent.

<PAGE>

                  (e)      Notwithstanding anything to the contrary in this
         Section 8.18, the preceding subsections (a), (b), (c) and (d) shall not
         apply to any property or Subsidiary created or acquired after the date
         hereof as to which the Administrative Agent has determined in its sole
         discretion that the collateral value thereof is insufficient to justify
         the difficulty, time, effort or expense of obtaining a perfected
         security interest therein.

         8.19.    Further Assurances. Perform, make, execute and deliver, and
cause its Subsidiaries to perform, make, execute and deliver, all such
additional and further acts, deeds, occurrences and instruments as the
Administrative Agent, the Lenders or the Issuing Bank reasonably may require to
document and consummate the transactions contemplated hereby and to vest
completely in and to ensure the Administrative Agent, the Lenders and the
Issuing Bank their respective rights under this Agreement, the Notes and the
other Loan Documents.

         8.20.    Post-Closing Matters. Deliver to the Administrative Agent each
item listed on Schedule 8.20 prior to the deadline therefor as set forth on said
schedule.

                                   ARTICLE 9.

                               NEGATIVE COVENANTS

         So long as any Obligations are unpaid or outstanding, any Obligation
under the Loan Documents is unperformed or any of the Commitments are in effect,
the Borrower shall not:

         9.1.     Indebtedness. Create, incur, assume or suffer to exist, or
permit any of its Subsidiaries to create, incur, assume or suffer to exist, any
Indebtedness, except:

                  (a)      Indebtedness of the Borrower or any of the Guarantors
         under or pursuant to this Agreement and the other Loan Documents;

                  (b)      Indebtedness existing on the date hereof, as set
         forth in Schedules 7.17A and 7.17B, and any extensions, renewals,
         refundings or refinancings thereof on the same terms or other terms
         satisfactory to Requisite Lenders; provided, however, that neither the
         principal amount thereof nor the interest rate thereon shall be
         increased, nor shall the date for the making of any required payment of
         principal be accelerated nor the amount due on any such date increased;

                  (c)      Purchase Money Debt and Capitalized Lease Obligations
         (exclusive of Indebtedness described in clause (i) of Section 9.4) in
         an aggregate amount not to exceed $7,000,000 outstanding at any one
         time;

                  (d)      Current liabilities incurred in the ordinary course
         of business and not represented by any note, bond, debenture or other
         instrument, and which are not past due for a period of more than ninety
         (90) days, or if overdue for more than ninety (90) days, which are
         being contested in good faith and by appropriate actions and for which

<PAGE>

         adequate reserves in conformity with GAAP have been established on the
         books of the primary obligor with respect thereto;

                  (e)      Contingent Obligations consisting of (i) the
         indorsement by the Borrower or any of its Subsidiaries of negotiable
         instruments payable to such Person for deposit or collection in the
         ordinary course of business, and (ii) guarantees executed by the
         Borrower or any of its Subsidiaries with respect to Operating Lease
         obligations or Indebtedness of the Borrower and its Subsidiaries
         otherwise permitted by this Agreement;

                  (f)      Contingent Obligations consisting of the
         indemnification by the Borrower or any of its Subsidiaries of (i) the
         officers, directors, employees and agents of the Borrower or such
         Subsidiary, to the extent permissible under the corporation law of the
         jurisdiction in which the Borrower or such Subsidiary is organized,
         (ii) commercial banks, investment bankers and other independent
         consultants or professional advisors pursuant to agreements relating to
         the underwriting of the Borrower's or such Subsidiary's securities or
         the rendering of banking or professional services to the Borrower or
         such Subsidiary and (iii) landlords, licensors, licensees and other
         parties pursuant to agreements entered into in the ordinary course of
         business by the Borrower or such Subsidiary;

                  (g)      Indebtedness with respect to financed insurance
         premiums not past due;

                  (h)      Indebtedness of the Borrower or a Subsidiary of the
         Borrower that is owed to the Borrower or a Subsidiary of the Borrower
         and that is described in clauses (d), (e) or (i) of Section 9.4;

                  (i)      Subordinated Indebtedness convertible into Capital
         Stock of the Borrower;

                  (j)      Subordinated Indebtedness incurred or assumed as a
         part of the consideration for a Permitted Acquisition, not otherwise
         described in this Section 9.1, in an aggregate amount not to exceed
         $10,000,000 outstanding at any one time; and

                  (k)      the Indebtedness evidenced by the 2003 Subordinated
         Notes and the corresponding guarantees thereof by the Subsidiary
         Guarantors as provided in the 2003 Subordinated Note Documents.

         9.2.     Liens. Create, incur, assume or suffer to exist, or permit any
of its Subsidiaries to create, incur, assume or suffer to exist, any Lien upon
any real or personal property, fixtures, revenues or other assets whatsoever
(including the Collateral), whether now owned or hereafter acquired, of the
Borrower, the Guarantors or any of their respective Subsidiaries, except:

                  (a)      Liens securing the Obligations;

                  (b)      Existing Liens;

<PAGE>

                  (c)      Liens for taxes not yet due or that are being
         contested in good faith and by appropriate actions and for which
         adequate reserves in conformity with GAAP have been established on the
         books of the Borrower or such Guarantor or Subsidiary;

                  (d)      carriers', warehousemen's, mechanics', materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business that are not overdue for a period of more than thirty (30)
         days, or if overdue for more than thirty (30) days, (i) which are being
         contested in good faith and by appropriate proceedings, (ii) for which
         adequate reserves in conformity with GAAP have been established on the
         books of the Borrower or such Guarantor or Subsidiary; and (iii) with
         respect to which the obligations secured thereby are not material;

                  (e)      pledges or deposits in connection with workers'
         compensation insurance, unemployment insurance and like matters;

                  (f)      Liens securing Purchase Money Debt or Indebtedness
         arising under Capitalized Leases; provided, however, that in each case
         any such Lien attaches only to the specific item(s) of property or
         asset(s) financed with such Purchase Money Debt or Capitalized Lease;

                  (g)      deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (h)      easements, reservations, exceptions, rights-of-way,
         covenants, conditions, restrictions and other similar encumbrances
         incurred in the ordinary course of business that, in the aggregate, are
         not substantial in amount, and that do not in any case materially
         detract from the value of the property subject thereto or interfere
         with the ordinary conduct of business by the Borrower or such Guarantor
         or Subsidiary;

                  (i)      Liens in respect of any writ of execution,
         attachment, garnishment, judgment or judicial award in an amount less
         than $1,000,000, if (i) the time for appeal or petition for rehearing
         has not expired, an appeal or appropriate proceeding for review is
         being prosecuted in good faith and a stay of execution pending such
         appeal or proceeding for review has been secured, or (ii) the
         underlying claim is fully covered by insurance issued by an insurer
         satisfactory to the Administrative Agent, the insurer has acknowledged
         in writing its responsibility to pay such claim and no action has been
         taken to enforce such execution, attachment, garnishment, judgment or
         award;

                  (j)      Liens of lessors under or in connection with
         Operating Leases;

                  (k)      Liens securing Indebtedness permitted under clause
         (b) of Section 9.1, but only to the extent that such Indebtedness is
         currently secured as set forth on Schedule 9.2;

<PAGE>

                  (l)      Liens described in clause (i) of Section 9.4 that
         encumber property of a Majority Owned Center Subsidiary to secure the
         Indebtedness evidenced by a Pledged Note; and

                  (m)      Other non-consensual Liens not securing Indebtedness,
         the existence of which in the aggregate will not have a Material
         Adverse Effect, provided that any Lien permitted by this clause (m) is
         permitted only for so long as is reasonably necessary for the Borrower
         or the affected Subsidiary, using its best efforts, to remove or
         eliminate such Lien.

         9.3.     Disposition of Assets. Dispose, or permit any of its
Subsidiaries to Dispose, of any of their assets (including the Capital Stock of
Subsidiaries and Permitted Non-Guarantor Entities) except:

                  (a)      sales of personal property assets in the ordinary
         course of business of the Borrower and its Subsidiaries;

                  (b)      the Disposition of obsolete or worn-out equipment or
         other property no longer required by or useful to the Borrower or any
         of its Subsidiaries in connection with the operation of their
         businesses;

                  (c)      the sale or transfer to the Borrower or any
         Subsidiary Guarantor of any asset owned by the Borrower or any of its
         Subsidiaries;

                  (d)      the Disposition of assets by a Majority Owned Center
         Subsidiary, provided that the Net Cash Proceeds of any such
         disposition, regardless of the transaction size, are applied first to
         satisfy the Indebtedness evidenced by any Pledged Note(s) executed by
         such Majority Owned Center Subsidiary; and

                  (e)      the sale of Capital Stock of a Subsidiary of the
         Borrower if after the sale of such Capital Stock (i) such Subsidiary
         would constitute a Majority Owned Center Subsidiary in compliance with
         all applicable provisions of this Agreement, or (ii) such Subsidiary
         would constitute a Permitted Non-Guarantor Entity in compliance with
         all applicable provisions of this Agreement and an Investment therein
         by the Borrower and its Subsidiaries, in an amount equal to the amount
         of their prior Investments in such Subsidiary, would then be permitted
         by Section 9.4.

         9.4.     Investments. Make, commit to make or suffer to exist, or
permit any of its Subsidiaries to make, commit to make or suffer to exist, any
Investment except:

                  (a)      Cash Equivalents;

                  (b)      Investments in existence on the date hereof and set
         forth in Schedule 9.4;

                  (c)      accounts receivable representing trade credit
         extended in the ordinary course of business;

<PAGE>

                  (d)      unsecured loans or advances made by the Borrower or
         any Subsidiary Guarantor to (i) any Subsidiary Guarantor or the
         Borrower, or (ii) any Majority Owned Center Subsidiary; provided,
         however, that the aggregate amount of loans or advances permitted by
         this clause (d)(ii) that are outstanding at any one time shall not
         exceed $300,000 in the case of any one Majority Owned Center Subsidiary
         or $5,000,000 in the aggregate;

                  (e)      unsecured loans or advances made by any Subsidiary of
         the Borrower to the Borrower or any Subsidiary Guarantor;

                  (f)      Investments in Subsidiary Guarantors;

                  (g)      Investments in Permitted Non-Guarantor Entities that
         are permitted by the definition of that term;

                  (h)      Investments in Subsidiaries, not otherwise described
         in this Section 9.4, to the extent such Investments are in existence on
         the date of this Agreement;

                  (i)      Loans or advances from the Borrower or a Subsidiary
         Guarantor to Majority Owned Center Subsidiaries; provided that:

                           (1)      all Indebtedness of a Majority Owned Center
                  Subsidiary to the Borrower or a Subsidiary Guarantor permitted
                  by this clause (i) shall be evidenced by a Pledged Note;

                           (2)      except as set forth in the following
                  subclause (3), such Indebtedness shall be secured by perfected
                  first-priority Liens on substantially all of the assets
                  (including both personal property and real property) of such
                  Majority Owned Center Subsidiary;

                           (3)      with respect to a loan or advance made to a
                  Majority Owned Center Subsidiary that constitutes Purchase
                  Money Debt, such Indebtedness shall be secured by perfected
                  first-priority Liens on only the assets financed therewith;
                  and

                           (4)      all such Indebtedness, the corresponding
                  Pledged Notes, all security therefor and all instruments,
                  documents and agreements further evidencing, securing or
                  otherwise relating thereto and all other supporting
                  obligations for same shall be included as a part of the
                  Collateral subject to the Lien of the Guarantee and Security
                  Agreement;

                  (j)      Investments consisting of (1) Scheduled Acquisitions,
         (2) Permitted Acquisitions and (3) the acquisition by the Borrower or
         any other Credit Party of additional Capital Stock in a Majority Owned
         Center Subsidiary provided that the provisions of subsection 8.18(d)
         are complied with as to such additional Capital Stock;

<PAGE>

                  (k)      advances, in an aggregate amount not to exceed
         $100,000 outstanding at any one time, made by the Borrower and its
         Subsidiaries to their respective employees for reimbursable expenses
         incurred or to be incurred by such employees in the ordinary course
         performance of their duties;

                  (l)      Investments consisting of amounts potentially due
         from a seller of assets in a Permitted Acquisition that (i) relate to
         customary post-closing adjustments with respect to accounts receivable,
         accounts payable and similar items typically subject to post-closing
         adjustments in similar transactions, and (ii) are outstanding for a
         period of one hundred twenty (120) days or less following the closing
         of such Permitted Acquisition;

                  (m)      Investments in assets useful in the Borrower's or the
         applicable Subsidiary's business made by the Borrower or any of its
         Subsidiaries with the proceeds of any Reinvestment Deferred Amount;

                  (n)      Investments consisting of Specified Hedge Agreements
         entered into in the ordinary course of business, and not for
         speculative purposes; and

                  (o)      Investments not otherwise permitted by this Section
         9.4, in an aggregate amount not exceeding $500,000 outstanding at any
         one time.

         9.5.     Restricted Payments. Declare, pay or make, or permit any of
their respective Subsidiaries to declare, pay or make any Restricted Payments
except:

                  (a)      the Borrower may declare and deliver dividends and
         make distributions payable solely in common stock of the Borrower or in
         preferred stock of the Borrower that the Borrower is permitted to issue
         pursuant to Section 9.6, and may distribute cash in lieu of fractional
         shares otherwise distributable pursuant to this clause (a);

                  (b)      the Borrower may purchase or otherwise acquire shares
         of its Capital Stock by exchange for or out of the proceeds received
         from a substantially concurrent issue of new shares of its Capital
         Stock;

                  (c)      the Borrower may repay Subordinated Indebtedness
         using proceeds received from (i) a substantially concurrent incurrence
         of new Subordinated Indebtedness, or (ii) a substantially concurrent
         issue of new shares of its Capital Stock;

                  (d)      any Subsidiary of the Borrower may make Restricted
         Payments to the Borrower or any Subsidiary Guarantor;

                  (e)      any Majority Owned Center Subsidiary may declare and
         deliver dividends and make distributions payable equally and ratably to
         all holders of its Capital Stock;

                  (f)      the Borrower may issue its common stock and options,
         warrants or other equity awards with respect to its common stock under
         any stock option, stock incentive or similar plan approved by the
         shareholders of the Borrower, including (i) the Symbion

<PAGE>

         Stock Incentive Plan, (ii) the Symbion Non-Employee Directors Stock
         Option Plan, (iii) the Symbion Employee Stock Purchase Plan, (iv) the
         Ambulatory Resource Centres, Inc. Nonqualified Initial Option Plan, as
         adopted by the Borrower, and (v) the Ambulatory Resource Centres, Inc.
         1997 Stock Option Plan, as adopted by the Borrower;

                  (g)      payments under the outstanding warrants and
         convertible debentures of the Borrower described on Schedule 7.1;

                  (h)      any Majority Owned Center Subsidiary may purchase or
         otherwise acquire shares of its Capital Stock by exchange for or out of
         the proceeds received from a substantially concurrent issue of new
         shares of its Capital Stock;

                  (i)      the Borrower may redeem or repurchase shares of its
         Capital Stock owned by former employees of the Borrower and its
         Subsidiaries; provided that the aggregate amount of all such
         redemptions and repurchases shall not exceed $2,500,000; and

                  (j)      the Borrower may make Series A Redemption Payments
         and Series B Redemption Payments upon the occurrence of a Triggering
         Event (as such terms are defined in the Certificate of Designation);
         provided that all funds used to make such payments represent proceeds
         of a substantially concurrent issue or sale of shares of the Borrower's
         Capital Stock or other contribution to the capital of the Borrower.

         9.6.     Issuance of Stock. Issue any Capital Stock or permit any
Subsidiary to issue any Capital Stock; provided, however, that

                  (a)      the Borrower may issue common stock and may issue
         preferred stock to the extent the aggregate of all preferred stock
         outstanding does not require the payment of dividends other than as
         permitted under Section 9.5, and provided such preferred stock is not
         redeemable, payable or subject to being required to be purchased or
         otherwise retired or extinguished (i) at a fixed or determinable date,
         whether by operation of a sinking fund or otherwise, (ii) at the option
         of any Person other than the Borrower or (iii) upon the occurrence of a
         condition not solely within the control of the Borrower, such as a
         redemption required to be made out of future earnings; and

                  (b)      any Subsidiary of the Borrower may issue Capital
         Stock to the Borrower or to any Subsidiary Guarantor; and

                  (c)      any Subsidiary of the Borrower may issue Capital
         Stock if after the issuance of such Capital Stock (i) such Subsidiary
         would constitute a Majority Owned Center Subsidiary in compliance with
         all applicable provisions of this Agreement, or (ii) such Subsidiary
         would constitute a Permitted Non-Guarantor Entity in compliance with
         all applicable provisions of this Agreement and an Investment therein
         by the Borrower and its Subsidiaries, in an amount equal to the amount
         of their prior Investments in such Subsidiary, would then be permitted
         by Section 9.4.

<PAGE>

         9.7.     Fundamental Changes. Directly or indirectly (whether in one
transaction or a series of transactions), or permit any of its Subsidiaries
directly or indirectly (whether in one transaction or a series of transactions)
to:

                  (a)      consummate any transaction of merger, consolidation
         or amalgamation;

                  (b)      liquidate, wind up or dissolve itself (or suffer any
         liquidation or dissolution);

                  (c)      make any Asset Acquisition other than a Scheduled
         Acquisition or a Permitted Acquisition; or

                  (d)      make any material change in the business conducted by
         the Borrower and its Subsidiaries as set forth in Section 8.6;

provided, however, that:

                  (1)      notwithstanding clause (a) of this Section 9.7, the
         merger, consolidation or amalgamation of any Subsidiary of the Borrower
         with any other Person as the method by which a Permitted Acquisition is
         accomplished shall be permitted, provided that either (A) the Borrower
         or such Subsidiary is the surviving entity in the transaction, or (B)
         such Person is the surviving entity in the transaction and has complied
         with the provisions of Section 8.18 prior to or contemporaneously with
         the consummation of the transaction;

                  (2)      notwithstanding clause (a) of this Section 9.7, the
         merger, consolidation or amalgamation of any Solvent Subsidiary of the
         Borrower with any Subsidiary Guarantor shall be permitted, provided
         that such Subsidiary Guarantor is the surviving entity in the
         transaction;

                  (3)      notwithstanding clause (a) of this Section 9.7, the
         merger, consolidation or amalgamation of any Solvent Subsidiary of the
         Borrower with the Borrower shall be permitted, provided that the
         Borrower is the surviving entity in the transaction;

                  (4)      notwithstanding clause (a) of this Section 9.7, the
         merger, consolidation or amalgamation of any Majority Owned Center
         Subsidiary with any Person shall be permitted, provided that the
         Indebtedness evidenced by any Pledged Note(s) executed by such Majority
         Owned Center Subsidiary is fully satisfied prior to or in connection
         with such transaction; and

                  (5)      notwithstanding clause (b) of this Section 9.7, the
         Borrower may permit the dissolution of any of its Subsidiaries (and any
         such Subsidiary may suffer such dissolution) if at the time of such
         dissolution such Subsidiary has no assets, engages in no business and
         otherwise has no activities other than activities related to the
         maintenance of its existence and good standing.
<PAGE>

         9.8.     Capital Expenditures. Make or commit to make, or permit any of
its Subsidiaries to make or permit to make, any Capital Expenditures except:

                  (a)      Capital Expenditures made in respect of Permitted
         Acquisitions; and

                  (b)      Capital Expenditures, not otherwise permitted by this
         Section 9.8, in an aggregate amount not to exceed, in any Fiscal Year,
         the amount indicated below for such Fiscal Year:

<TABLE>
<CAPTION>
Fiscal Year                                   Maximum Capital Expenditures
-----------                                   ----------------------------
<S>                                           <C>
   2003                                               $ 10,000,000
   2004                                                 15,000,000
   2005                                                 20,000,000
   2006                                                 20,000,000
</TABLE>

         9.9.     Newly-Established Centers. Permit:

                          (a)      the aggregate development costs incurred by
                  the Borrower and its Subsidiaries in connection with the
                  development of new Centers (exclusive of any amounts
                  contributed by Persons other than the Borrower and its
                  Subsidiaries who hold interests in Majority Owned Center
                  Subsidiaries) during any period of four consecutive Fiscal
                  Quarters that ends on a date within a period specified below
                  to exceed the amount specified for such period:

<TABLE>
<CAPTION>
              Period                                                        Amount
              ------                                                     -----------
<S>                                                                      <C>
Closing Date through March 31, 2004                                      $15,000,000
April 1, 2004 through March 31, 2005                                     $19,000,000
April 1, 2005 and thereafter                                             $23,000,000
</TABLE>

                  For purposes of this subsection 9.9(a), "development costs"
                  refers to expenses that would be capitalized on a balance
                  sheet under GAAP and that, with respect to an individual
                  Center, are incurred between the time that the Borrower or a
                  Subsidiary of the Borrower has entered into an agreement
                  without material contingencies to purchase or lease an
                  interest in real estate for the purpose of developing and
                  constructing such Center and the time that such Center is open
                  for business.

                          (b)      the number of Centers (without duplication)
                  that either (i) are under development (i.e., with respect to
                  which the Borrower or a Subsidiary of the Borrower has entered
                  into an agreement without material contingencies to purchase
                  or lease an interest in real estate for the purpose of
                  developing and constructing a Center), or (ii) have not yet
                  achieved positive EBITDA for the then most recently reported
                  Fiscal Quarter of operations (as established pursuant to the
                  Compliance Certificate for such Fiscal Quarter delivered to
                  the Administrative Agent), during any period specified below
                  to be greater than the number specified for such period:

<PAGE>

<TABLE>
<CAPTION>
               Period                                                 Number of Centers
               ------                                                 -----------------
<S>                                                                   <C>
Closing Date through March 31, 2004                                            8
April 1, 2004 through March 31, 2005                                           9
April 1, 2005 and thereafter                                                  10
</TABLE>

         9.10.    Transactions With Affiliates. Enter into, or permit any of its
Subsidiaries to enter into, any transaction or series of related transactions
(including any purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each an "Affiliate Transaction"), other than (x) Affiliate Transactions
permitted pursuant to the final paragraph of this Section 9.10, (y) Affiliate
Transactions conducted in good faith, the terms of which are fair and reasonable
to the Borrower or such Subsidiary and that are no less favorable to the
Borrower or such Subsidiary than those that might reasonably have been obtained
in a comparable transaction at such time on an arm's-length basis from a Person
that is not an Affiliate of the Borrower or such Subsidiary, and (z) the
transactions contemplated by the 2003 Subordinated Note Purchase Agreement.

         All Affiliate Transactions (and each series of related Affiliate
Transactions that are similar or part of a common plan) between the Borrower and
its Subsidiaries, on the one hand, and any director, executive officer or holder
of more than five percent (5%) of the Capital Stock of the Borrower, on the
other hand, involving aggregate payments or other property with a fair market
value in excess of $250,000, shall be approved by the board of directors of the
Borrower, including a majority of the disinterested directors, if any, such
approval to be evidenced by a resolution stating that the board of directors has
determined that such transaction complies with the foregoing provisions.

         If the Borrower or any Subsidiary of the Borrower enters into an
Affiliate Transaction (or a series of related Affiliate Transactions that are
similar or part of a common plan) between the Borrower and its Subsidiaries, on
the one hand, and any director, executive officer or holder of more than five
percent (5%) of the Capital Stock of the Borrower, on the other hand, that
involves an aggregate fair market value or payments to an Affiliate, as the case
may be, of more than $2,500,000, the Borrower or such Subsidiary, as the case
may be, shall, prior to the consummation thereof, obtain a favorable opinion as
to the fairness of such transaction or series of related transactions to the
Borrower or the relevant Subsidiary, as the case may be, from a financial point
of view, from an Independent Financial Advisor and deliver the same to the
Administrative Agent.

         The foregoing restrictions of this Section 9.10 shall not apply to:

                  (1)      reasonable compensation and out-of-pocket expenses
         paid to, and indemnity provided on behalf of, officers, directors or
         employees of the Borrower or any Subsidiary of the Borrower as
         determined in good faith by the Borrower's board of directors or senior
         management;

                  (2)      transactions between or among the Borrower and one or
         more of its

<PAGE>

         Subsidiaries or exclusively between or among one or more of the
         Borrower's Subsidiaries; provided that such transactions are not
         otherwise prohibited by this Agreement;

                  (3)      Restricted Payments not otherwise prohibited by this
         Agreement.

         9.11.    Agreements Restricting the Borrower and its Subsidiaries.
Enter into or become a party to, or permit any of its Subsidiaries to enter into
or become a party to, any agreement with any Person (excluding (i) this
Agreement, (ii) the other Loan Documents, and (iii) the 2003 Subordinated Note
Documents as in effect on the date of this Agreement) that in any way prohibits,
restricts or limits the ability of the Borrower or any such Subsidiary to:

                  (a)      transfer cash or other assets to the Borrower or any
         of its Subsidiaries (excluding reasonable and customary restrictions on
         distributions regarding timing, reserves, available cash and the like
         that are contained in organizational documents of Majority Owned Center
         Subsidiaries in effect on the date hereof and those hereafter entered
         into in the ordinary course of business and consistent with past
         practices of the Borrower and its Subsidiaries), or

                  (b)      create, incur, assume or suffer to exist any Lien
         with respect to any real or personal property, fixtures, revenues or
         other assets whatsoever, whether now owned or hereafter acquired, of
         the Borrower or any such Subsidiary; provided, however, that a Majority
         Owned Center Subsidiary obligated in respect of Indebtedness described
         in subsection 9.1(c) may agree with the holder of such Indebtedness
         that while such Indebtedness is outstanding no Lien, other than Liens
         in favor of such holder, will be created or allowed to exist with
         respect to the specific property or assets financed with the proceeds
         of such Indebtedness.

         9.12.    ERISA.

                  (a)      terminate or permit any of its Subsidiaries to
         terminate any Plan so as to result in any material liability to the
         PBGC;

                  (b)      engage or permit any of its Subsidiaries to engage in
         any "prohibited transaction" (as defined in Section 4975 of the Code)
         involving any Plan that would result in a material liability for an
         excise tax or civil penalty in connection therewith;

                  (c)      incur or suffer to exist, or permit any of its
         Subsidiaries to incur or suffer to exist, any material "accumulated
         funding deficiency" (as defined in Section 302 of ERISA), regardless of
         whether waived, involving any Plan; or

                  (d)      allow or suffer to exist, or permit any of its
         Subsidiaries to allow or suffer to exist, any event or condition that
         presents a material risk of incurring a material liability to the PBGC
         by reason of the termination of any Plan.

<PAGE>

         9.13.    Maintenance of Material Contracts. Without the prior written
consent of Requisite Lenders, enter into, or permit any of its Subsidiaries to
enter into, an agreement to cancel, terminate or surrender, or enter into any
material amendment of, any Material Contract, unless the cumulative effect of
all such cancellations, terminations, surrenders and amendments will not have a
Material Adverse Effect.

         9.14.    Adverse Transactions. Enter into or become a party to, or
permit any of its Subsidiaries to enter into or become a party to, any
transactions the performance of which in the future is reasonably likely to have
a Material Adverse Effect.

         9.15.    Subordinated Indebtedness. Modify, amend or in any way change
the terms of any Subordinated Indebtedness or any instrument, document or
agreement evidencing same or related thereto, if the effect of any such
modification, amendment or change would be to (a) increase the interest rate
applicable to such Subordinated Indebtedness, (b) accelerate the date for the
making of any required payment of principal or increase the amount due on any
such date, (c) modify the terms of subordination, as they apply to the
Obligations, in a manner that would affect adversely the rights of the
Administrative Agent, the Lenders or the Issuing Bank vis-a vis the holder(s) of
such Subordinated Indebtedness, or (d) otherwise materially affect the rights of
the Administrative Agent, the Lenders or the Issuing Bank vis-a-vis the
holder(s) of such Subordinated Indebtedness.

                                  ARTICLE 10.

                               FINANCIAL COVENANTS

         10.1.    Financial Covenants. So long as any Obligations are unpaid or
outstanding, any Obligation under the Loan Documents is unperformed or any of
the Commitments are in effect, the Borrower shall not:

                  10.1.1.  Consolidated Net Worth. Permit Consolidated Net Worth
         as of the end of any Fiscal Quarter to be less than the sum of
         $78,000,000 plus (a) 75% of cumulative Consolidated Net Income for each
         Fiscal Quarter beginning with the Fiscal Quarter ending March 31, 2003,
         without reduction for any losses during any Fiscal Quarter, plus (b)
         100% of the Net Cash Proceeds of any Capital Stock issued by the
         Borrower or any of the other Credit Parties after the date of this
         Agreement; provided, however, that the calculations made pursuant to
         this Section 10.1.1 shall be adjusted annually following receipt by the
         Administrative Agent of the financial statements furnished pursuant to
         Section 8.1.1 in order to take into account customary year-end
         adjustments to Consolidated Net Income consistent with the foregoing.

                  10.1.2.  Funded Indebtedness to EBITDA Ratio. Permit the
         Funded Indebtedness to EBITDA Ratio (a) as of the end of any Fiscal
         Quarter ending prior to December 31, 2003 to be greater than 3.75 to
         1.00, and (b) as of the end of any Fiscal Quarter ending on or after
         December 31, 2003 to be greater than 3.50 to 1.00.

                  10.1.3.  Senior Funded Indebtedness to EBITDA Ratio. Permit
         the Senior Funded

<PAGE>

         Indebtedness to EBITDA Ratio as of the end of any Fiscal Quarter to be
         greater than 2.50 to 1.00.

                  10.1.4.  Funded Indebtedness to Capitalization Ratio. Permit
         the Funded Indebtedness to Capitalization Ratio as of the end of any
         Fiscal Quarter to be greater than 0.60 to 1.00.

                  10.1.5.  Fixed Charge Coverage Ratio. Permit the Fixed Charge
         Coverage Ratio (a) as of the end of any Fiscal Quarter ending prior to
         December 31, 2003 to be less than 1.35 to 1.00, and (b) as of the end
         of any Fiscal Quarter ending on or after December 31, 2003 to be less
         than 1.50 to 1.00.

         10.2.    Guarantor Solvency. So long as any Obligations are
outstanding, unpaid or unperformed or any of the Commitments are in effect, each
of the Guarantors at all times shall be Solvent.

                                  ARTICLE 11.

                     EVENTS OF DEFAULT AND LENDERS' REMEDIES

         11.1.    Events of Default. Any one or more of the following described
events shall constitute an Event of Default hereunder, whether such occurrence
shall be voluntary or involuntary, or come about or be effected by operation of
law or otherwise:

                  11.1.1.  Failure to Pay Loans, Etc. The Borrower shall fail to
         pay when due any principal of, interest on or other amount payable in
         respect of the Loans, the Letter of Credit Liabilities, the Credit Fees
         or any of the other Obligations.

                  11.1.2.  Failure to Perform Certain Covenants. The Borrower
         shall fail to perform or observe any of its covenants and agreements
         set forth in Sections 8.6, 8.10 and 8.12 and in Articles 9 and 10.

                  11.1.3.  Failure to Perform Agreements Generally. The Borrower
         or any other Credit Party shall fail to perform or observe any of its
         other covenants and agreements set forth in this Agreement (other than
         those described in Sections 11.1.1 and 11.1.2) or the other Loan
         Documents, and such failure shall continue for more than fifteen (15)
         days after the earlier of (a) written notice from the Administrative
         Agent to the Borrower or such Credit Party, as applicable, of the
         existence of such Default or (b) the date any Responsible Officer of
         the Borrower or such Credit Party, as applicable, first obtains
         knowledge of such failure.

                  11.1.4.  Defaults Under Other Loan Documents. Any default or
         event of default shall occur under any other Loan Document, and, if
         subject to a cure right, shall fail to be cured or corrected within the
         applicable cure period.

<PAGE>

                  11.1.5.  False Statements. Any representation or warranty of
         the Borrower or any other Credit Party set forth in this Agreement, the
         Notes or the other Loan Documents or in any other certificate, opinion
         or other statement at any time provided by or on behalf of the Borrower
         or any Credit Party in connection herewith or therewith shall prove to
         be false or misleading in any material respect at the time made or
         given.

                  11.1.6.  Voluntary Insolvency Proceedings, Etc. The Borrower,
         any other Credit Party or any of the Borrower's other Subsidiaries (a)
         shall commence a voluntary case or other proceeding seeking
         dissolution, liquidation, reorganization or other relief with respect
         to itself or its debts under any bankruptcy, insolvency or other
         similar law now or hereafter in effect or seeking the appointment of a
         receiver, trustee, liquidator, custodian or other similar official with
         respect to it or any substantial part of its property, (b) shall
         consent to any such relief or to the appointment of, or the taking of
         possession of any of its property by, any such official in any
         involuntary case or other proceeding commenced against it, (c) shall
         make a general assignment for the benefit of creditors, (d) shall take
         any action to authorize any of the foregoing, or (e) shall become
         insolvent or fail generally to pay its debts as they become due.

                  11.1.7.  Involuntary Insolvency Proceedings, Etc. Any
         involuntary case or other proceeding shall be commenced against the
         Borrower, any other Credit Party or any of the Borrower's other
         Subsidiaries seeking dissolution, liquidation, reorganization or other
         relief with respect to it or its debts under any bankruptcy, insolvency
         or other similar law now or hereafter in effect or seeking the
         appointment of a receiver, trustee, liquidator, custodian or other
         similar official with respect to it or any substantial part of its
         property, and (a) an order for relief (or the equivalent) shall be
         entered in such involuntary case or other proceeding or (b) such
         involuntary case or other proceeding shall remain undismissed and
         unstayed for a period of thirty (30) days after the commencement
         thereof.

                  11.1.8.  Failure to Perform Other Obligations. The Borrower,
         any other Credit Party or any of the Borrower's other Subsidiaries
         shall (a) fail to pay any amount of any Indebtedness or interest
         thereon, or (b) fail to observe or perform any term, covenant or
         agreement contained in any Contractual Obligation (including
         Contractual Obligations evidencing, securing or relating to any
         Indebtedness) executed by it, which failure (i) would cause or permit
         the holder or holders or beneficiary or beneficiaries of such
         Indebtedness (or any agent or trustee on their behalf) to cause such
         Indebtedness to become due or otherwise payable prior to its stated
         maturity, so long as the aggregate principal amount of all such
         Indebtedness that would then become due or payable would equal or
         exceed $250,000, or (ii) would impair the Administrative Agent's, the
         Lenders' or the Issuing Bank's rights or the performance of the
         obligations of the Borrower, any other Credit Party or any of the
         Borrower's other Subsidiaries under this Agreement, the Notes or the
         other Loan Documents or the business or operations of the Borrower, any
         other Credit Party or any of the Borrower's other Subsidiaries; unless
         in the case of a Contractual Obligation that is not for borrowed money,
         such failure of performance is being contested by the Borrower or such
         Credit Party or other Subsidiary in good faith and adequate reserves
         with respect thereto have been established on the books of the

<PAGE>

         Borrower or such Credit Party or other Subsidiary in conformity with
         GAAP. Without limiting the foregoing, the occurrence of any default or
         event of default under or in connection with the 2003 Subordinated
         Notes shall constitute an Event of Default under this Section,
         regardless of whether action by the holder(s) thereof is then
         prohibited or restricted by the terms of the 2003 Subordinated Note
         Documents.

                  11.1.9.  Judgments; Legal Process. One or more judgments,
         decrees or orders for the payment of money shall be entered, or any
         judgment lien shall be filed, or any writ of execution, attachment,
         garnishment or other legal process shall be issued, against the
         Borrower, any other Credit Party or any of the Borrower's other
         Subsidiaries, or any of the property thereof, which by itself or
         together with all other such legal processes is for an amount in excess
         of $250,000, and which shall remain unvacated, unbonded or unstayed for
         a period of thirty (30) days, or in any event later than five (5) days
         prior to the date of any proposed sale thereunder.

                  11.1.10. Condemnation of Property. A material part of the
         property of the Borrower, any other Credit Party or any of the
         Borrower's other Subsidiaries shall be condemned, seized or otherwise
         appropriated, and the condemnation award is materially less than the
         book value of such property at the date hereof (if such property was
         owned by the Borrower, a Credit Party or another Subsidiary of the
         Borrower on the date hereof) or at the time such property was acquired
         by the Borrower or such Credit Party or other Subsidiary (if such
         property was acquired by the Borrower or such Subsidiary after the date
         hereof).

                  11.1.11. Suspension of Business. The Borrower, any other
         Credit Party or any of the Borrower's other Subsidiaries shall
         voluntarily suspend the transaction of its business for more than five
         (5) Business Days in any Fiscal Year without the prior express written
         consent of Requisite Lenders, unless such suspension would not have a
         Material Adverse Effect.

                  11.1.12. ERISA. (a) The Borrower or any Commonly Controlled
         Entity shall engage in any "prohibited transaction" (as defined in
         ERISA or Section 4975 of the Code) involving any Plan, (b) any
         "accumulated funding deficiency" (as defined in ERISA), regardless of
         whether waived, shall exist with respect to any Plan, (c) a Reportable
         Event shall occur with respect to, or a proceeding shall commence to
         have a trustee appointed, or a trustee shall be appointed, to
         administer or to terminate, any Single Employer Plan, which Reportable
         Event or proceeding presents a material risk of termination of such
         Plan for purposes of Title IV of ERISA, and, in the case of a
         Reportable Event, shall continue unremedied for ten (10) days after
         notice of such Reportable Event is given pursuant to Section 4043(a),
         (c) or (d) of ERISA and, in the case of such proceeding, shall continue
         for ten (10) days after commencement thereof, (d) any Single Employer
         Plan shall terminate for purposes of Title IV of ERISA, (e) the
         withdrawal or partial withdrawal by the Borrower or any Commonly
         Controlled Entity from any Multi-Employer Plan, or (f) the
         reorganization or insolvency of a Plan or any other event or condition
         shall occur or exist with respect to a Plan and in each case in clauses
         (a) through (f) above, such event or condition together with all other
         such events

<PAGE>

         or conditions, if any, could subject the Borrower, any other Credit
         Party or any of the Borrower's other Subsidiaries to any tax, penalty
         or other liability in excess of $100,000 or otherwise would have a
         Material Adverse Effect.

                  11.1.13. Validity of Loan Documents. Any of the Loan Documents
         or any provision thereof, for any reason whatsoever, shall cease to be
         binding on the Borrower, any other Credit Party or any of the
         Borrower's other Subsidiaries as is a party thereto, or the Borrower or
         any such Credit Party or other Subsidiary shall so assert.

                  11.1.14. Guarantee Obligations. Any Subsidiary Guarantor shall
         default in the performance or observance of its guarantee under the
         Guarantee, or such guarantee for any reason whatsoever shall cease to
         be a valid and binding obligation of any such Subsidiary Guarantor, or
         any such Subsidiary Guarantor shall so assert.

                  11.1.15. Failure of Lien. Any Security Document, after
         delivery thereof pursuant to this Agreement, for any reason shall cease
         to create a valid Lien on any of the Collateral purported to be covered
         thereby or, after recordation of such Security Document as provided in
         this Agreement, shall cease to be a perfected and first priority Lien
         on such Collateral, subject only to Permitted Liens.

                  11.1.16. Defaults under Material Contracts. Any default or
         event of default shall occur under any Material Contract, and, if
         subject to a cure right, shall fail to be cured or corrected within the
         applicable cure period, unless such default would not have a Material
         Adverse Effect.

                  11.1.17. Material Adverse Change. Any Material Adverse Change
         shall occur.

                  11.1.18. Change of Control. An event, or series of events,
         shall occur that constitutes or results in a Change of Control.

         11.2.    Lenders' Remedies. Upon the occurrence of an Event of Default
or at any time thereafter, and in each and every case, unless such Event of
Default shall have been remedied or waived in writing by Requisite Lenders, any
one or all of the following actions may be taken:

                  (a)      upon the request of Requisite Lenders, the
         Administrative Agent shall, by notice to the Borrower terminate any or
         all of the Commitments, whereupon such Commitments of the Lenders
         thereunder immediately shall terminate; provided, however, that upon
         the occurrence of any event specified in either Section 11.1.6 or
         Section 11.1.7 the Commitments shall terminate automatically without
         further action by the Administrative Agent, the Lenders or the Issuing
         Bank;

                  (b)      upon request of Requisite Lenders, the Administrative
         Agent shall declare all outstanding Obligations and other amounts owing
         under this Agreement, the Notes and the other Loan Documents to be due
         and payable immediately, and all such Obligations and other amounts
         immediately shall be due and payable, without

<PAGE>

         presentment, demand, protest or notice of any kind, all of which are
         hereby expressly waived to the extent permitted by applicable law;
         provided, however, that upon the occurrence of any event specified in
         either Section 11.1.6 or Section 11.1.7 all such Obligations and other
         amounts immediately shall be due and payable in full without
         declaration or other notice;

                  (c)      the Administrative Agent immediately, and without
         expiration of any period of grace, may enforce payment of all
         Obligations, and the Administrative Agent shall be entitled to all
         remedies available hereunder or thereunder; and

                  (d)      the Administrative Agent shall be entitled to
         exercise, for the ratable benefit of the Lenders, the Issuing Bank and
         the Administrative Agent, all other rights, powers, privileges, options
         and remedies available under or by virtue of the Loan Documents or
         otherwise available at law or in equity.

         11.3.    Actions in Respect of Letters of Credit.

                  11.3.1.  Collateral Account. If an Event of Default shall have
         occurred and be continuing, the Administrative Agent may, and upon the
         request of Requisite Lenders shall, whether in addition to the taking
         by the Administrative Agent of any of the actions described in Section
         11.2 or otherwise, make demand upon the Borrower to, and forthwith upon
         such demand the Borrower will, pay to the Administrative Agent at its
         Lending Office, for the ratable benefit of the Lenders, the Issuing
         Bank and the Administrative Agent, in immediately available (same day)
         funds for deposit in a Collateral Account to be maintained for the
         ratable benefit of the Lenders, the Issuing Bank and the Administrative
         Agent at such place as shall be designated by the Administrative Agent,
         an amount equal to the amount of the Letter of Credit Liabilities.

                  11.3.2.  Security Interest. The Borrower hereby pledges and
         assigns to the Administrative Agent, for the ratable benefit of the
         Lenders, the Issuing Bank and the Administrative Agent, and grants to
         the Administrative Agent for the ratable benefit of the Lenders, the
         Issuing Bank and the Administrative Agent, a lien on and a security
         interest in any Collateral Account established pursuant to Section
         11.3.1, all cash deposited therein, all notes, certificates and
         instruments, if any, from time to time representing or evidencing the
         Collateral Account and all interest and other earnings thereon,
         additions thereto, substitutions therefor and proceeds thereof. The
         lien and security interest granted hereby secures the payment of all of
         the Obligations.

                  11.3.3.  Application of Proceeds. The Borrower hereby
         authorizes the Administrative Agent to apply, from time to time after
         funds are deposited in the Collateral Account, funds then held in the
         Collateral Account to the payment of any amounts, in such order as the
         Administrative Agent may elect, as shall have become or shall become
         due and payable by the Borrower to the Lenders in respect of the Letter
         of Credit Liabilities and thereafter to the satisfaction of the other
         Obligations.

<PAGE>

                  11.3.4.  Investments. Neither the Borrower nor any other
         Credit Party, nor any Person claiming or acting on behalf of or through
         the Borrower or any other Credit Party, shall have any right to
         withdraw any of the funds held in the Collateral Account, except as
         provided in Section 11.3.8; provided, however, that with the consent of
         the Administrative Agent, and to the extent that there is an amount in
         excess of $100,000 in the Collateral Account at the end of any Business
         Day after taking into account applications of funds, if any, from the
         Collateral Account made pursuant to Section 11.3.8, the Administrative
         Agent may, at the written request of the Borrower, from time to time
         invest amounts on deposit in the Collateral Account in Cash
         Equivalents; provided further that in order to provide the
         Administrative Agent with a perfected security interest therein, each
         investment in Cash Equivalents shall be evidenced by negotiable
         certificates or instruments of which the Administrative Agent shall
         take physical possession. If the Borrower or any other Credit Party
         shall have the right to have any amounts on deposit in the Collateral
         Account invested by the Administrative Agent, but shall have failed to
         request the Administrative Agent to invest such amounts, the
         Administrative Agent will endeavor to invest such amounts in such Cash
         Equivalents as the Administrative Agent shall select; provided,
         however, that in order to provide the Administrative Agent with a
         perfected security interest therein, each such investment in Cash
         Equivalents shall be evidenced by negotiable certificates or
         instruments of which the Administrative Agent shall take physical
         possession. Any interest or other proceeds received by the
         Administrative Agent in respect of Cash Equivalents that are not
         invested or reinvested in Cash Equivalents as provided above shall be
         deposited and held in cash in the Collateral Account under the sole
         dominion and control of the Administrative Agent and shall be applied
         as provided in Section 11.3.3.

                  11.3.5.  Further Liens. The Borrower will not sell or
         otherwise dispose of any interest in the Collateral Account or the
         funds on deposit therein or create or permit to exist any Lien on or
         with respect to the Collateral Account or the funds on deposit therein
         except for the security interest created by this Section 11.3.

                  11.3.6.  Remedies.

                           (a)      Requisite Lenders, in their sole discretion,
                  may without notice to the Borrower or any other Credit Party
                  except as required by law and at any time and from time to
                  time, direct any Lender to charge, set-off and otherwise apply
                  all or any part of first, the Letter of Credit Liabilities and
                  second, the other Obligations, against the Collateral Account,
                  or any part thereof, in such order as the Administrative Agent
                  shall elect. The Administrative Agent agrees to notify
                  promptly the Borrower or such Guarantor after any such set-off
                  and application made by any Lender, at the direction of
                  Requisite Lenders, provided that the failure to give such
                  notice shall not affect the validity of such set-off and
                  application. The rights of the Lenders under this Section
                  11.3.6 are in addition to other rights and remedies (including
                  other rights of set-off) that any Lender may have.

<PAGE>

                           (b)      The Administrative Agent, in its sole
                  discretion, may exercise in respect of the Collateral Account,
                  in addition to the other rights and remedies provided for
                  herein or otherwise available to it, all the rights and
                  remedies of a secured party upon default under the UCC, and
                  the Administrative Agent may, without notice except as
                  specified below, sell the Collateral or any part thereof in
                  one or more parcels at public or private sale, at any office
                  of the Administrative Agent or elsewhere, for cash, on credit
                  or for future delivery, and upon such other terms as the
                  Administrative Agent may deem commercially reasonable. The
                  Borrower agrees that to the extent notice of sale shall be
                  required by law, at least ten (10) days' notice of the time
                  and place of any public sale or the time after which any
                  private sale is to be made shall constitute reasonable notice.
                  The Administrative Agent shall not be obligated to make any
                  sale of the Collateral or any part thereof, regardless of
                  notice of sale having been given. The Administrative Agent may
                  adjourn any public or private sale from time to time by
                  announcement at the time and place fixed therefor, and such
                  sale may, without further notice, be made at the time and
                  place to which it was so adjourned.

                           (c)      Any cash or other property held in the
                  Collateral Account, and all proceeds received by the
                  Administrative Agent in respect of any sale of, collection
                  from or other realization upon all or any part of the
                  Collateral Account may, in the discretion of the
                  Administrative Agent, then or at any time thereafter be
                  applied (after payment of any amounts payable pursuant to this
                  Section 11.3) in whole or in part by the Administrative Agent
                  for the ratable benefit of the Lenders, the Issuing Bank and
                  the Administrative Agent against all or any part of the
                  Obligations in such order as the Administrative Agent may
                  elect.

                  11.3.7.  Preservation of the Collateral. The Administrative
         Agent shall be deemed to have exercised reasonable care in the custody
         and preservation of the Collateral Account if the Collateral Account is
         accorded treatment substantially equal to that which the Administrative
         Agent accords its own property, it being understood that the
         Administrative Agent shall not have any responsibility or liability (a)
         for ascertaining or taking action with respect to calls, conversions,
         exchanges, maturities, tenders or other matters relative to any Cash
         Equivalents, regardless of whether the Administrative Agent has or is
         deemed to have knowledge of such matters, (b) for taking any necessary
         steps to preserve rights against any parties with respect to the
         Collateral Account, (c) for the collection of any proceeds from Cash
         Equivalents, (d) by reason of any invalidity, lack of value or
         uncollectability of any of the payments received by the Administrative
         Agent from obligors with respect to Cash Equivalents, (e) for any loss
         resulting from investments made in compliance with Section 11.3.4,
         except to the extent such loss was attributable to the Administrative
         Agent's gross negligence or willful misconduct in complying with
         Section 11.3.4, as determined by a final judgment of a court of
         competent jurisdiction, or (f) in connection with any investments made
         in compliance with Section 11.3.4 without a written request from the
         Borrower or any Guarantor, or any failure by the Administrative Agent
         to make any such investment.

<PAGE>

                  11.3.8.  Surplus Funds. Any surplus funds held in the
         Collateral Account and remaining after the Obligations are fully
         satisfied shall be paid to the Borrower or such other Person(s) as may
         be lawfully entitled to receive such surplus.

                                  ARTICLE 12.

                            THE ADMINISTRATIVE AGENT

         12.1.    Appointment. Each Lender hereby (a) irrevocably appoints Bank
of America as the Administrative Agent for such Lender and the other Lenders
under this Agreement, the Notes and the other Loan Documents, and (b)
irrevocably authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement, the Notes and the other Loan
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement, the Notes
and the other Loan Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent shall, among other things, take
such actions as the Administrative Agent is authorized to take pursuant to this
Agreement, the Notes and the other Loan Documents. As to any matters not
expressly provided for in this Agreement, the Administrative Agent may, but
shall not be required to, exercise any discretion or take any action; however,
the Administrative Agent shall be required to act or to refrain from acting upon
the written instructions of Requisite Lenders if the Administrative Agent shall
be indemnified to its satisfaction by the Lenders against any and all liability
and expense that may be incurred by it by reason of so acting or refraining from
acting. Notwithstanding anything to the contrary herein, the Administrative
Agent shall have no duties, responsibilities or fiduciary relationships with any
Lender except those expressly set forth in this Agreement, the Notes and the
other Loan Documents, and no implied covenants, responsibilities, duties,
obligations or liabilities shall be read into this Agreement, the Notes or the
other Loan Documents or otherwise exist against the Administrative Agent.

         12.2.    Delegation of Duties. The Administrative Agent may exercise
any of its powers or execute any of its duties under this Agreement, the Notes
and the other Loan Documents by or through one or more agents or
attorneys-in-fact and shall be entitled to obtain, and to rely on, advice of
counsel concerning all matters pertaining to such rights and duties. The
Administrative Agent may utilize the services of such agents and
attorneys-in-fact as the Administrative Agent in its sole discretion reasonably
determines, and all reasonable fees and expenses of such agents and
attorneys-in-fact shall be paid by the Borrower on demand. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by the Administrative Agent in good faith.

         12.3.    Limitation of Liability. No Agent-Related Person shall be (a)
liable for any waiver, consent or approval given or any action taken or omitted
to be taken by any of them under or in connection with this Agreement, the Notes
or the other Loan Documents, if authorized or permitted hereunder, except for
its own gross negligence or willful misconduct, or (b) responsible for the
consequences of any oversight or error in judgment by it whatsoever, except for
its own gross negligence or willful misconduct. No Agent-Related Person shall be

<PAGE>

responsible for (i) the execution, validity, genuineness, effectiveness,
sufficiency, enforceability, perfection or priority of this Agreement, the Notes
or the other Loan Documents, (ii) the collectability of any amounts owing under
this Agreement, the Notes or the other Loan Documents, (iii) the value,
sufficiency, enforceability, perfection or collectability of any Collateral,
(iv) the failure by the Borrower or any other Credit Party to perform its
obligations under this Agreement, the Notes or the other Loan Documents or to
observe any conditions hereof or thereof, (v) the truth, accuracy and
completeness of the recitals, statements, representations or warranties made by
the Borrower or any other Credit Party or any officer or agent thereof contained
in this Agreement, the Notes or the other Loan Documents, or in any certificate,
report, statement, document or other writing referred to or provided for in, or
received by the Administrative Agent in connection with, this Agreement, the
Notes or the other Loan Documents believed by the Administrative Agent to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons.

         12.4.    Reliance by the Administrative Agent. The Administrative Agent
shall not have any obligation (a) to ascertain or to inquire as to the
observance or performance of any of the conditions, covenants or agreements in
this Agreement, the Notes or the other Loan Documents or in any document,
instrument or agreement at any time constituting, or intended to constitute,
Collateral, (b) to ascertain or inquire as to whether any notice, consent,
waiver or request delivered to it shall have been duly authorized or is genuine,
accurate and complete or (c) to inspect the properties, books or records of the
Borrower or any other Credit Party. The Administrative Agent shall be entitled
to rely, and shall be fully protected in relying (i) upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, facsimile, telex or teletype message, statement, order or other
document, instrument or conversation believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons, and (ii)
upon advice and statements of legal counsel (including counsel to the Borrower
and the other Credit Parties), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent may deem and
treat the payee of any Note as the owner thereof for all purposes unless a
written notice of the assignment, negotiation or transfer thereof, in accordance
with the provisions of this Agreement, shall have been delivered to the
Administrative Agent identifying the name of the subsequent payee or holder
thereof. The Administrative Agent shall be entitled to fail or refuse, and shall
be fully protected in failing or refusing, to take any action required or
permitted by it under this Agreement, the Notes or the other Loan Documents
unless (A) it first shall receive such advice or concurrence of Requisite
Lenders as it deems appropriate, or (B) it first shall be indemnified to its
satisfaction by the Lenders against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such action. In
all cases the Administrative Agent shall be fully protected in acting, or in
refraining from acting, under this Agreement, the Notes or the other Loan
Documents in accordance with a request of Requisite Lenders, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of the Notes.

         12.5.    Notice of Default; Action by Administrative Agent. The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default unless the Administrative Agent has received notice
from a Lender, the Borrower or any other Credit Party referring to this
Agreement, describing such Default and stating that such notice is a "Notice of

<PAGE>

Default". If the Administrative Agent receives such a notice, the Administrative
Agent shall give telephonic and written notice thereof to the Lenders as soon as
is practicable. The Administrative Agent shall take such action with respect to
an Event of Default as shall be reasonably directed by Requisite Lenders;
provided, however, that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Event of Default as it deems advisable in the best interests of the
Lenders.

         12.6.    Non-Reliance on the Administrative Agent by the Other Lenders.
Each Lender expressly acknowledges that no Agent-Related Person has made any
representations or warranties to such Lender. No Agent-Related Person shall have
any obligation, responsibility or liability to any of the Lenders regarding the
creditworthiness or financial condition of the Borrower or any other Credit
Party or for any recitals, statements, information, representations or
warranties herein or in any document, certificate or other writing delivered in
connection herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectability, priority or sufficiency of this
Agreement or any other Loan Document. No act by the Administrative Agent
hereinafter taken, including any review of the Borrower or any other Credit
Party, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender. Each Lender represents to the Administrative
Agent that, independently and without reliance upon any Agent-Related Person or
any other Lender and based on such documents and information as it has deemed
appropriate, it has made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Credit Parties and has made its
own decision to enter into this Agreement and to make its Loans and otherwise
participate in the transactions hereunder. Each Lender also represents that,
independently and without reliance upon any Agent-Related Person or any other
Lender, and based on such documents and information as it deems appropriate at
the time, it shall continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement, the Notes and the
other Loan Documents and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower and the or any other Credit
Parties. The Administrative Agent shall not be required to make any inquiry
concerning the performance or observance of any of the terms, provisions or
conditions of this Agreement or any other Loan Document, or the financial
condition of the Borrower or any other Credit Party or the existence or possible
existence of any Default. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall have no obligation or liability to
provide any Lender with any credit or other information concerning the business,
operations, property, financial and other condition or creditworthiness of the
Borrower and the other Credit Parties that may come into the possession of any
Agent-Related Person.

         12.7.    Indemnification. Each of the Lenders shall indemnify, defend
and hold harmless each Agent-Related Person (to the extent not reimbursed by the
Borrower and without limiting the obligation of the Borrower to do so), ratably
according to their respective Percentages, from and against any and all claims,
demands, lawsuits, costs, expenses, fees, liabilities, obligations, losses,
damages, actions, recoveries, judgments, suits, costs, expenses or disbursements
of any kind whatsoever, including interest, penalties and reasonable attorneys'
and paralegals' fees and

<PAGE>

costs and amounts paid in settlement of any of the foregoing, whether direct,
indirect, consequential or incidental, that at any time (including at any time
following the satisfaction of the Obligations) may be imposed on, incurred by or
asserted against any Agent-Related Person in any way relating to, resulting from
or arising out of this Agreement, the Notes or the other Loan Documents, the
transactions contemplated hereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided,
however, that no Lender shall be liable for the payment of any portion of such
claims, demands, lawsuits, costs, expenses, fees, liabilities, obligations,
losses, damages, actions, remedies, judgments, suits, costs, expenses or
disbursements to the extent such result arose solely from the purportedly
indemnified Person's gross negligence or willful misconduct. Action taken in
accordance with the directions of Requisite Lenders in no event shall be deemed
to constitute gross negligence or willful misconduct for purposes of this
Section 12.7. The agreements in this Section 12.7 shall survive the repayment of
the Loans and the satisfaction of the other Obligations and shall be in addition
to and not in lieu of any other indemnification agreements set forth in the Loan
Documents.

         12.8.    Payments. If in the opinion of the Administrative Agent, the
distribution of any amount received by the Administrative Agent in such capacity
under this Agreement, the Notes or the other Loan Documents might involve it in
liability, the Administrative Agent may refrain from making the distribution
thereof until the Administrative Agent's right to make such distribution shall
have been adjudicated by a court of competent jurisdiction. If a court of
competent jurisdiction shall adjudge that any amount received from and
distributed by the Administrative Agent in such capacity as Administrative Agent
is to be repaid, each Person to whom any such distribution shall have been made
either (a) shall repay to the Administrative Agent its proportionate share of
the amount so adjudged to be repaid, or (b) shall repay the same in such manner
and to such Persons as shall be determined by such court.

         12.9.    Administrative Agent in Its Individual Capacity. The
Administrative Agent in its individual capacity, and its Affiliates, may make
loans and other financial accommodations to, accept deposits from and generally
engage in any kind of business with the Borrower and its Subsidiaries as though
the Administrative Agent were not the Administrative Agent hereunder. With
respect to Loans made or renewed by it, any Notes issued to it and its
participation in the Letter of Credit Liabilities, the Administrative Agent in
its individual capacity shall have the same benefits, rights, powers and
privileges under this Agreement, the Notes and the other Loan Documents as any
other Lender and may exercise the same as though it were not the Administrative
Agent, and the terms "Lender", "Lenders" and "Requisite Lenders" shall include
the Administrative Agent in its individual capacity.

         12.10.   Successor Administrative Agent. The Administrative Agent may
resign as such upon thirty (30) days' prior written notice to the Lenders. If
the Administrative Agent shall resign as such under this Agreement, then
Requisite Lenders shall appoint from among the Lenders a successor agent for the
Lenders, which successor agent shall be reasonably acceptable to the Borrower;
provided, however, that (i) acceptability to the Borrower shall not be required
if a Default has occurred and is continuing, and (ii) if no successor agent has
accepted appointment as Administrative Agent within thirty (30) days after the
resigning Administrative Agent's notice of resignation, the notice of
resignation nevertheless shall be effective and the Lenders shall

<PAGE>

perform the duties of the Administrative Agent hereunder until such time, if
any, as Requisite Lenders have appointed a successor agent as provided above.
Upon acceptance of its appointment as successor agent, (a) such successor agent
shall succeed to the rights, powers, privileges and duties of the Administrative
Agent, (b) the retiring Administrative Agent shall be discharged of all its
obligations and liabilities in such capacity under this Agreement, the Notes and
the other Loan Documents, (c) the term "Administrative Agent" shall mean such
successor agent effective upon its appointment and (d) the retiring
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
retiring Administrative Agent or any of the parties to this Agreement or any
holders of the Notes. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article 12 shall
continue to inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement.

         12.11.   Other Agents, Arrangers and Managers. None of the Lenders or
other Persons identified on the cover page or signature pages of this Agreement
as a "syndication agent," "documentation agent", "co-agent", "co-documentation
agent", "book manager", "lead manager", "arranger", "lead arranger" or
"co-arranger" shall have any right, power, obligation, liability, responsibility
or duty under this Agreement other than, in the case of such Lenders, those
applicable to all Lenders as such. Without limiting the foregoing, none of the
Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders or other Persons so identified
in deciding to enter into this Agreement or in taking or not taking action
hereunder.

                                  ARTICLE 13.

                         ASSIGNMENTS AND PARTICIPATIONS

         13.1.    Successors and Assigns. This Agreement, the Notes and the
other Loan Documents shall be binding on and shall inure to the benefit of the
Borrower, the Administrative Agent, the Lenders, the Issuing Bank and their
respective successors and assigns, except as otherwise provided herein or
therein. Neither the Borrower nor any other Credit Party may assign, transfer,
hypothecate or otherwise convey any of its rights, benefits, obligations or
duties hereunder or thereunder without the prior express written consent of the
Lenders. Any purported assignment, transfer, hypothecation or other conveyance
by the Borrower or any other Credit Party without the prior express written
consent of all the Lenders shall be void. Neither the Administrative Agent nor
any of the Lenders may sell, assign, transfer, grant a participation in or
otherwise dispose of all or any portion of its interest in this Agreement, the
Notes or the other Loan Documents except as expressly provided herein.

         13.2.    Assignments.

                  13.2.1.  Assignments. With prior notice to the Borrower, each
         Lender may assign (other than the sale of a participation) up to one
         hundred percent (100%) of its right, title

<PAGE>

         and interest under this Agreement, the Notes, the Letters of Credit and
         the other Loan Documents (including all or a portion of its Commitments
         and the same portion of the Loans at the time owing to it) to one or
         more banks or other financial institutions; provided, however, that (a)
         each such assignment shall be of a constant, and not a varying,
         percentage of all such Lender's right, title and interest hereunder and
         thereunder, (b) such share equals no less than $2,500,000 in the case
         of any one assignee, (c) any assignee shall execute and deliver to the
         Administrative Agent an Assignment and Assumption, and (d) a Lender may
         not assign any interest without the prior approval of the
         Administrative Agent, the Issuing Bank and, in the absence of a
         Default, the Borrower, which approval shall not be unreasonably
         withheld. Notwithstanding the foregoing, any Lender may assign, as
         collateral or otherwise, any of its rights (including such Lender's
         rights to payments of principal or interest on the Notes) under this
         Agreement to any Federal Reserve Bank without notice to or consent of
         the Administrative Agent, the Issuing Bank or the Borrower.

                  13.2.2.  Procedure; Effect of Assignments. In connection with
         the sale, assignment, transfer or other disposition (other than the
         sale of a participation) of any of a Lender's right, title and interest
         under this Agreement, the Notes, the Letters of Credit and the other
         Loan Documents to any assignee in accordance with this Section 13.2,
         the appropriate parties shall execute and deliver an Assignment and
         Assumption and the Administrative Agent shall be paid a registration
         and processing fee of $3,500 by the assignee. Upon compliance with the
         foregoing and from and after the effective date specified in such
         Assignment and Assumption, (a) the transferor Lender no longer shall
         have the rights, benefits and obligations under this Agreement, the
         Notes, the Letters of Credit or the other Loan Documents to the extent
         of the interest transferred (except for such rights, benefits and
         obligations that such Lender would retain under or with respect to this
         Agreement, the Notes, the Letters of Credit or the other Loan Documents
         upon payment in full of the Obligations), and (b) the assignee shall
         become a Lender, shall succeed to the rights and benefits and assume
         the obligations of such transferor Lender hereunder and thereunder to
         the extent of the interest transferred.

                  13.2.3.  Actions by the Borrower. The Borrower hereby agrees
         that it shall execute and deliver, at the request of the Administrative
         Agent (a) one or more substitute Notes to the order of such Lenders to
         evidence the portions of the Loans retained and sold and (b) any
         amendment to any Loan Document to effectuate the provisions of this
         Section 13.2.

         13.3.    Participations. Subject to the provisions of this Section
13.3, each Lender shall have the right at any time to sell undivided
participating interests in all or any part of its Commitments, the Loans and the
Letters of Credit to one or more banks or other financial institutions;
provided, however, that (a) such sale or transfer shall not relieve such Lender
of any obligation or liability hereunder, (b) such Lender shall make and receive
all payments for the account of its participants and shall retain exclusively,
and shall continue to exercise exclusively, all rights of approval and
administration available hereunder with respect to such Lender's Commitments,
the Loans and the Letters of Credit, even after giving effect to the sale of any
such participation (although such Lender may at its option agree with its
participants that it will

<PAGE>

not consent to any matter described in clauses (a) through (g) of Section 14.3.4
without their concurrence), and (c) such Lender shall make such arrangements
with its participants as may be necessary to accomplish the foregoing. No such
participant shall be a Lender for any purpose of this Agreement, other than for
purposes of Section 14.13, without the consent of the Administrative Agent and
the Issuing Bank.

         13.4.    Disclosure. In connection with any assignments, participations
or offers therefor pursuant to this Article 13, each Lender may disclose to any
assignee or participant or prospective assignee or participant such information
pertaining to the Borrower, the Guarantors or any of their respective
Subsidiaries as such Lender may deem appropriate or such assignee or participant
or prospective assignee or participant may request; provided, however, that
prior to any such disclosure such assignee or participant or prospective
assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Borrower or its Subsidiaries received
by it on the same basis as provided in this Section 13.4.

         13.5.    Assignments and Participations as Units. No Lender shall
assign or sell any participation in its Commitments, the Loans or the Letters of
Credit, except in the form of units consisting of pro rata interests in its
Commitments, the Loans and the Letters of Credit.

                                  ARTICLE 14.

                               GENERAL PROVISIONS

         14.1.    Notices. Any notice, request, demand or other communication
required or permitted under this Agreement, the Notes or the other Loan
Documents shall be in writing and shall be deemed to be properly given (a) when
received, if personally delivered or sent by overnight courier with appropriate
confirmation of delivery, (b) two (2) Business Days after deposit in the mail,
if mailed by United States first class, certified or registered mail, postage
prepaid, (c) one (1) Business Day after deposit with a public telegraph company
for transmittal, charges prepaid, or (d) when received, if given by facsimile,
with appropriate confirmation, each to the appropriate address set forth below
or to such other address that any such party or the Administrative Agent may
designate by written notice to other parties.

         If to the Borrower:

                  Symbion, Inc.
                  40 Burton Hills Boulevard, Suite 500
                  Nashville, Tennessee  37215
                  Attn:  Chief Financial Officer
                  Facsimile No. (615) 234-5999

<PAGE>

         with a copy (which shall not constitute notice) to:

                  Waller Lansden Dortch & Davis, PLLC
                  511 Union Street, Suite 2100
                  Nashville, Tennessee  37219
                  Attn:  Robert L. Harris
                  Facsimile No. (615) 244-6804

         If to any of the Lenders:

                  Their respective addresses as set forth with their signatures
on this Agreement.

         If to Bank of America as Administrative Agent:

                  Bank of America, N.A.
                  Agency Management (IL1-231-08-30)
                  231 South LaSalle Street
                  Chicago, Illinois  60604
                  Attn:  Kristine Thennes
                  Facsimile No. (877) 206-8412

         with a copy (which shall not constitute notice) to:

                  Bass, Berry & Sims PLC
                  315 Deaderick Street, Suite 2700
                  Nashville, Tennessee  37238
                  Attn:  James S. Tate, Jr.
                  Facsimile No. (615) 742-6293

         If to Bank of America as Issuing Bank:

                  Bank of America, N.A.
                  Trade Finance Department (CA9-703-19-23)
                  333 South Beaudry Avenue
                  Los Angeles, California  90017
                  Attn:  Teela Yung
                  Facsimile No. (213) 345-6710

         14.2.    Entire Agreement. The execution and delivery of this Agreement
and the other Loan Documents supersede all the negotiations or stipulations
concerning the matters that preceded or accompanied the execution and delivery
hereof and thereof (other than with respect to fees payable pursuant to separate
agreements among the Borrower, the Administrative Agent

<PAGE>

and the Issuing Bank). This Agreement, the Notes and the other Loan Documents
also are intended, by the parties hereto and thereto, as a complete and
exclusive statement of the terms and conditions hereof and thereof.

         14.3.    Amendments, Waivers and Consents.

                  14.3.1.  Amendments. Except as otherwise set forth in this
         Agreement, the provisions of (a) this Agreement may not be modified,
         amended, restated or supplemented, except by a written instrument duly
         executed and delivered on behalf of the Borrower and Requisite Lenders,
         and (b) the Notes and all Loan Documents other than this Agreement may
         not be modified, amended, restated or supplemented, except by a written
         instrument duly executed and delivered on behalf of the Borrower and
         any of the other Credit Parties, to the extent that the Borrower or any
         other Credit Party is a signatory party to such Note or such Loan
         Document, and on behalf of the Administrative Agent, with the written
         consent of Requisite Lenders. Notwithstanding anything to the contrary
         herein, the Administrative Agent and Requisite Lenders may modify,
         amend, restate, supplement or waive any provision of Article 12 without
         the consent of the Borrower or any other Credit Party.

                  14.3.2.  Waivers and Consents. Except as otherwise set forth
         in this Agreement, any waiver of the terms and conditions of this
         Agreement, the Notes or the other Loan Documents, or any waiver of any
         Default and its consequences hereunder or thereunder, and any consent
         or approval required or permitted by this Agreement, the Notes or the
         other Loan Documents to be given by the Lenders, may be made or given
         with, but only with, the written consent of Requisite Lenders on such
         terms and conditions as specified in the written instrument granting
         such waiver, consent or approval. A waiver, consent or approval, to be
         effective, must be in writing and signed by the party making the
         waiver, consent or approval.

                  14.3.3.  Effect of Waivers. In the case of any waiver, the
         Borrower, the other Credit Parties, the Lenders, the Issuing Bank and
         the Administrative Agent shall be restored to their former positions
         and rights under this Agreement, the Notes and the other Loan Documents
         to the extent of such waiver, and any Default waived shall be deemed to
         be cured and not continued; provided, however, that no waiver shall
         constitute the waiver of any subsequent or other Default or impair any
         right consequent thereon. No failure or delay on the part of the
         Administrative Agent, any Lender or the Issuing Bank to exercise or
         enforce any right or remedy under or in connection with this Agreement,
         the Notes or the other Loan Documents, whether by their respective
         terms, at law, in equity or otherwise, shall operate as a waiver
         thereof. No single or partial exercise of any such right or remedy
         shall preclude other or further exercise thereof or the exercise of any
         other right or remedy.

                  14.3.4.  Consent of All the Lenders. Without in each instance
         the prior express written consent of the Administrative Agent and all
         the Lenders, no such modification, amendment, restatement, supplement,
         waiver or consent shall:

<PAGE>

                           (a)      increase the aggregate Commitments, or
                  increase the Commitment of any Lender without such Lender's
                  approval;

                           (b)      waive any mandatory reduction of the
                  aggregate Commitments required by the terms hereof;

                           (c)      reduce the amounts or extend the dates for
                  the payment of any Credit Fees that are payable ratably to all
                  of the Lenders in accordance with their respective Percentages
                  of the Commitments;

                           (d)      extend the maturity of the Notes or the date
                  of any scheduled principal payments or mandatory prepayments
                  hereunder or thereunder;

                           (e)      reduce the rate or extend the time of
                  payment of interest hereunder or under the Notes;

                           (f)      waive the payment of any principal, interest
                  or Credit Fees payable hereunder or under the Notes;

                           (g)      release a material portion of the Collateral
                  or release any of the guarantees hereunder, except as
                  expressly provided herein;

                           (h)      extend the termination dates of any of the
                  Commitments or the Maturity Date except as expressly provided
                  for in this Agreement;

                           (i)      consent to the assignment or transfer by the
                  Borrower of any of its Obligations under this Agreement, the
                  Notes or the other Loan Documents; or

                           (j)      amend or modify the definitions of
                  "Percentages" or "Requisite Lenders" contained in this
                  Agreement;

         provided, however, that notwithstanding the foregoing, this Agreement
         and the other Loan Documents may be amended, modified or supplemented
         as provided in subsection 2.1.1(a).

                  14.3.5.  Binding Effect. Any such modification, amendment,
         restatement, supplement, waiver or consent shall apply equally to each
         of the Lenders and shall be binding upon the Borrower, the other Credit
         Parties, the Lenders, the Issuing Bank, the Administrative Agent and
         all future holders of the Notes.

         14.4.    Independence of Covenants. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or otherwise would be within the limitations of, another covenant
shall not avoid the occurrence of a Default if such action is taken or condition
exists.

<PAGE>

         14.5.    Interpretation. Neither this Agreement, the Notes or the other
Loan Documents, nor any uncertainty or ambiguity herein or therein, shall be
construed or resolved against the Administrative Agent, the Lenders, the Issuing
Bank, the Borrower or any of the other Credit Parties under any rule of
construction or otherwise. This Agreement, the Notes and the other Loan
Documents have been reviewed by all the parties hereto and thereto and shall be
construed and interpreted according to the ordinary meaning of the words used as
to accomplish fairly the purposes and intentions of all such parties.

         14.6.    Inconsistencies With Other Documents. In the event there is a
conflict or inconsistency between this Agreement, the Notes or the other Loan
Documents, the terms of this Agreement shall control; provided, however, that
any provision of the Security Documents that imposes additional burdens on the
Borrower or any other Credit Party or further restricts the rights of the
Borrower or any other Credit Party or gives the Lenders additional rights shall
not be deemed to be in conflict or inconsistent with this Agreement and shall be
given full force and effect.

         14.7.    Severability. If any portion of this Agreement, the Notes or
any of the other Loan Documents shall be judged by a court of competent
jurisdiction to be unenforceable, the remaining portions shall be valid and
enforceable to the extent that the remaining terms thereof provide for the
creation of the Obligations and the consummation of the issuance of the Notes,
the grant of collateral security therefor, the guarantee thereof and the payment
of principal and interest in respect of the Obligations substantially on the
same terms and subject to the same conditions as set forth herein and therein.

         14.8.    Governing Law. This Agreement, the Notes and the other Loan
Documents, unless otherwise expressly set forth therein, shall be governed by,
construed and enforced in accordance with the laws of the State of Tennessee,
without reference to the conflicts or choice of law principles thereof, except
to the extent that the laws of a particular jurisdiction govern the creation,
perfection, priority and enforcement of liens on and security interests in the
Collateral. Notwithstanding the foregoing, if at any time the laws of the United
States of America permit any Lender to contract for, take, reserve, charge or
receive interest or loan charges in amounts greater than are allowed by the laws
of such state (whether such federal laws directly so provide or refer to the law
of the state where such Lender is located), then such federal laws shall to such
extent govern as to the interest and loan charges that such Lender is allowed to
contract for, take, reserve, charge or receive under this Agreement, the Notes
and the other Loan Documents. References to laws in this section are to such
laws as are now in effect, and, with respect to usury laws, if any, applicable
to any Lender and to the extent allowed thereby, to such laws as hereafter may
be in effect that allow a higher maximum nonusurious interest rate than such
laws now allow.

         14.9.    CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY
CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
DAVIDSON COUNTY, TENNESSEE IN ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT
OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES AND THE OTHER LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE

<PAGE>

OF SUCH RIGHTS AND OBLIGATIONS. THE BORROWER HEREBY IRREVOCABLY CONSENTS TO THE
SERVICE OF A SUMMONS AND COMPLAINT AND OTHER PROCESS IN ANY ACTION, CLAIM OR
PROCEEDING BROUGHT BY THE ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK
IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS
AND OBLIGATIONS, ON BEHALF OF ITSELF OR ITS PROPERTY, IN THE MANNER SPECIFIED IN
SECTION 14.1. NOTHING IN THIS SECTION 14.9 SHALL AFFECT THE RIGHT OF THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK TO SERVE LEGAL PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE ADMINISTRATIVE
AGENT, ANY LENDER OR THE ISSUING BANK TO BRING ANY ACTION OR PROCEEDING AGAINST
THE BORROWER, ANY OF THE OTHER CREDIT PARTIES OR THEIR RESPECTIVE PROPERTIES IN
THE COURTS OF ANY OTHER JURISDICTIONS.

         14.10.   WAIVER OF JURY TRIAL. THE ADMINISTRATIVE AGENT, EACH LENDER,
THE ISSUING BANK AND THE BORROWER HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM, COUNTERCLAIM OR OTHER
PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE
NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR
THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. The scope of this
waiver is intended to be all-encompassing with respect to any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including without limitation contract claims, tort claims, breach
of duty claims and all other common law and statutory claims. Each of the
parties hereto (a) acknowledges that this waiver is a material inducement for
the parties to the Loan Documents to enter into a business relationship, that
the parties to the Loan Documents have already relied on this waiver in entering
into same and the transactions that are the subject thereof, and that they will
continue to rely on this waiver in their related future dealings, and (b)
further warrants and represents that each has reviewed this waiver with its
legal counsel and that each knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel. This waiver is irrevocable,
meaning that it may not be modified either orally or in writing, and this waiver
shall apply to any subsequent amendments, modifications, supplements,
extensions, renewals or replacements of this Agreement. In the event of
litigation, this Agreement may be filed as a written consent to a trial by the
court.

         14.11.   Cumulative Remedies. All rights and remedies provided in or
contemplated by this Agreement, the Notes and the other Loan Documents are
cumulative and not exclusive of any right or remedy otherwise provide herein,
therein, at law or in equity.

         14.12.   Expenses of Administration and Enforcement. The Borrower shall
pay on demand all reasonable expenses of the Administrative Agent in connection
with this Agreement, the Notes and the other Loan Documents, and the preparation
of any modifications, amendments, restatements, supplements or waivers,
including all attorneys' and paralegals' fees and expenses, all fees and
expenses for title, lien and other public records searches, filing and
recordation fees and taxes, duplicating expenses, corporation search fees,
appraisal fees, escrow agent fees and

<PAGE>

expenses, and all other customary expenses. If a Default shall occur, all
reasonable out-of-pocket expenses incurred by the Lenders and the Administrative
Agent (including administrative expenses of the Administrative Agent and the
Lenders and fees and disbursements of in-house and outside counsel) in
connection with such Default and collection and other enforcement proceedings
(including bankruptcy proceedings) resulting therefrom shall be paid by the
Borrower, regardless of whether suit is actually commenced to obtain any relief
provided hereunder. The Borrower shall indemnify, defend and hold harmless each
Agent-Related Person, each of the Lenders and the Issuing Bank from and against
any and all documentary or filing taxes, assessments or charges by any
Governmental Authority by reason of the execution and delivery of this
Agreement, the Notes and the other Loan Documents and the consummation of the
transactions that are the subject thereof.

         14.13.   Indemnification. The Borrower shall indemnify, defend and hold
harmless the each Agent-Related Person, each of the Lenders and the Issuing Bank
(to the fullest extent permitted by law) from and against any and all claims,
demands, lawsuits, costs, expenses, fees, obligations, liabilities, losses,
damages, recoveries and deficiencies, including interest, penalties and
reasonable attorneys' and paralegals' fees and costs and amounts paid in
settlement of any of the foregoing, whether direct, indirect, consequential or
incidental, that any Agent-Related Person, any Lender or the Issuing Bank may
incur or suffer or that may arise out of, result from or relate to (a) this
Agreement, the Notes, the Letters of Credit or the other Loan Documents or the
transactions contemplated hereby or thereby (excluding actions arising out of
the indemnified Person's own gross negligence or willful misconduct and actions
arising out of claims made by the Administrative Agent, any Lender or the
Issuing Bank against any of the others), or (b) any action under this Agreement,
the Notes, the Letters of Credit or the other Loan Documents or the transactions
contemplated hereby or thereby (excluding actions arising out of the indemnified
Person's own gross negligence or willful misconduct and actions arising out of
claims made by the Administrative Agent, any Lender or the Issuing Bank against
any of the others). In no event shall any Agent-Related Person, any Lender or
the Issuing Bank be liable to the Borrower or any other Credit Party for any
matter or thing in connection with this Agreement, the Notes, the Letters of
Credit or the other Loan Documents other than to account for monies it actually
receives in accordance with the terms hereof. This Section 14.13 shall survive
termination of this Agreement.

         14.14.   Adjustment. If any Lender (a "benefited Lender") at any time
shall receive any payment of all or part of its Revolving Loans or its
participation in the Letter of Credit Liabilities or the interest thereon or
receive any collateral therefor, whether voluntarily or involuntarily, by
set-off or otherwise, in an amount proportionately greater than any
corresponding payment to or collateral received by any other Lender in respect
of such other Lender's Revolving Loans or its participation in the Letter of
Credit Liabilities or the interest thereon, such benefited Lender shall purchase
for cash from the other Lenders such portion of each Lender's Revolving Loans
and participation in the Letter of Credit Liabilities, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be necessary to cause such benefited Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
thereafter is recovered from such benefited Lender or set aside, such purchase
shall be rescinded and the purchase price and benefit returned to the extent of
such recovery, but without

<PAGE>

interest. Each Lender so purchasing a portion of another Lenders' Revolving
Loans and participation in the Letter of Credit Liabilities may exercise all
rights of payment (including rights of setoff) with respect to such portion as
fully as if such Lender were the direct holder of such portion.

         14.15.   Setoff. In addition to any rights and remedies of the Lenders
provided by law, the Lenders each shall have a security interest in any and all
deposits of the Borrower (general or special, time or demand, provisional or
final) at any time held by any Lender or any Affiliate thereof, which security
interest shall secure the Obligations. Upon the occurrence and during the
continuance of any Event of Default, with the consent of the Administrative
Agent without prior notice to the Borrower or the Guarantors, any notice being
specifically waived by the Borrower to the fullest extent permitted by
applicable law, each Lender may set off and apply against any indebtedness,
whether matured or unmatured, of the Borrower to the Lenders, any amount owing
from any Lender or any Affiliate thereof to the Borrower at, or at any time
after, the occurrence of an Event of Default (and each Affiliate of any Lender
is irrevocably authorized to permit such setoff and application), and the
aforesaid right of setoff may be exercised by any Lender against the Borrower or
against any trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receiver or execution, judgment, or attachment creditor of
the Borrower, or against anyone else claiming through or against the Borrower or
such trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver or execution, judgment or other attachment creditor,
notwithstanding the fact that such right of setoff shall not have been exercised
by any Lender prior to the making, filing or issuance, or service upon any
Lender of, or of notice of, any such petition, assignment for the benefit of
creditors, appointment or application for the appointment of a receiver, or
issuance of execution, subpoena, order or warrant. Each Lender promptly shall
notify the Borrower and the Administrative Agent after any such setoff and
application made by any Lender; provided, however, that failure to give such
notice shall not affect the validity of such setoff and application.

         14.16.   Release of Collateral and Guarantee Obligations.

                  (a)      Notwithstanding anything to the contrary contained
         herein or in any other Loan Document, upon request of the Borrower in
         connection with any Disposition of property permitted by the Loan
         Documents, the Administrative Agent shall (without notice to or vote or
         consent of any Lender, or any Affiliate of any Lender that is a party
         to any Specified Hedge Agreement) take such actions as shall be
         required to release its security interest in any Collateral being
         Disposed of in such Disposition, and to release any guarantee
         obligations of a Person being Disposed of in such Disposition
         (including the guarantee obligations of any Subsidiary of the Borrower
         that is the subject of a transaction to which clause (e) of Section 9.3
         or clause (c) of Section 9.6 applies), to the extent necessary to
         permit consummation of such Disposition in accordance with this
         Agreement and the other Loan Documents; provided that the Borrower
         shall have delivered to the Administrative Agent, at least five (5)
         Business Days prior to the date of the proposed release, a written
         request for release identifying the relevant Collateral being Disposed
         of in such Disposition and the terms of such Disposition in reasonable
         detail, including the date thereof, the price thereof and any expenses
         in connection therewith, together with a certification by the Borrower
         stating that such transaction is in

<PAGE>

         compliance with this Agreement and the other Loan Documents and that
         the proceeds of such Disposition will be applied in accordance with
         this Agreement and the other Loan Documents.

                  (b)      If any Capital Stock of a Subsidiary of the Borrower
         shall be Disposed of in a transaction permitted by clause (e) of
         Section 9.3 or clause (c) of Section 9.6, such Capital Stock shall be
         released from the Liens of the Guarantee and Security Agreement
         automatically and without delivery of any request or instrument or
         performance of any act by any party, as more particularly set forth in
         subsection 8.14(c) of the Guarantee and Security Agreement.

                  (c)      Notwithstanding anything to the contrary contained
         herein or any other Loan Document, when all Obligations (other than
         Obligations in respect of any Specified Hedge Agreement) have been
         fully and finally paid, all Commitments have terminated or expired and
         no Letter of Credit shall be outstanding, upon request of the Borrower,
         the Administrative Agent shall (without notice to or vote or consent of
         any Lender, or any Affiliate of any Lender that is a party to any
         Specified Hedge Agreement) take such actions as shall be required to
         release its security interest in all Collateral, and to release all
         guarantee obligations provided for in any Loan Document, regardless of
         whether on the date of such release there may be outstanding
         Obligations in respect of Specified Hedge Agreements.

         14.17.   Accounting Changes. If any Accounting Change shall occur and
such change results in a change in the method of calculation of financial
covenants, standards or terms in this Agreement, then the Borrower and the
Administrative Agent agree to enter into negotiations, in good faith, regarding
the amendment of the affected provisions of this Agreement to take into account
such Accounting Changes in an equitable manner so that the criteria used in this
Agreement to evaluate the Borrower's financial condition in substance will be
the same after such Accounting Changes as if such Accounting Changes had not
occurred. Unless and until an amendment has been approved, executed and
delivered by the Borrower, the Administrative Agent and Requisite Lenders, all
financial covenants, standards and terms in this Agreement shall continue to be
calculated or construed as if such Accounting Changes had not occurred.

         14.18.   Other Accommodations to the Borrower and its Subsidiaries; No
Rights By Virtue of Cross-Collateralization.

                  (a)      Each Lender (including the Administrative Agent) may,
         without notice to or consent by any other Lender, make or participate
         in loans, extensions of credit or other financial accommodations to or
         for the benefit of the Borrower or any of its Subsidiaries on any terms
         that it deems desirable, and engage in other business transactions, in
         the same manner as if this Agreement were not in existence, all without
         limiting, waiving or otherwise impairing any rights of such Lender or
         any other Lender under this Agreement. Without limiting the generality
         of the foregoing, the Lenders acknowledge and agree that so long as a
         Lender acts in good faith and the other Lenders' interests in the
         Obligations and the Collateral are not impaired thereby, (i) such
         Lender may be preferred or secured in any manner that it deems
         advisable with respect to such other loans, extensions of credit,
         financial accommodations and transactions, (ii) such Lender shall be
         under no

<PAGE>

         obligation to collect or attempt to collect any payments in respect of
         the Obligations in preference to the collection or enforcement of any
         other borrowings or obligations of the Borrower or its Subsidiaries to
         such Lender, and (iii) any amounts collected by such Lender from the
         Borrower or its Subsidiaries that are not expressly designated (or
         reasonably determinable to be intended) as being in payment of the
         Obligations may be applied to any of the obligations of such Person to
         such Lender in any manner deemed appropriate by such Lender.

                  (b)      The Lenders acknowledge and agree that the Collateral
         constitutes all of the collateral security for the Obligations and
         that, as among themselves, no Lender shall have any interest in (i) any
         property or interests of the Borrower or any of its Subsidiaries, other
         than the Collateral, that now or hereafter secures loans, extensions of
         credit, other financial accommodations and other transactions
         (excluding the Obligations), of the Borrower or any of its Subsidiaries
         with any other Lender, whether entered into directly or acquired by
         such Lender, (ii) any property of the Borrower or any of its
         Subsidiaries, other than the Collateral, now or hereafter in the
         possession or control of any other Lender, (iii) any deposit, not
         constituting Collateral, now or hereafter held by any other Lender, or
         (iv) any other indebtedness now or hereafter owing to any other Lender;
         any of which may be or become security for or otherwise available for
         payment or performance of the Obligations by reason of any
         cross-collateralization or any general description of secured
         indebtedness(es) or obligation(s) contained in any deed of trust,
         mortgage, security agreement or other security instrument or agreement
         held by any Lender, or by reason of the right of setoff, counterclaim
         or otherwise. Notwithstanding the foregoing, if any such property,
         deposit or indebtedness, or any proceeds thereof, in the discretion of
         the Lender holding same, is applied to the reduction of the
         Obligations, then all of the Lenders shall be entitled to their
         respective Percentages of such application in the manner provided in
         Sections 3.3 and 14.14.

         14.19.   Survival of Representations and Warranties. All
representations and warranties of the Borrower and the other Credit Parties set
forth in this Agreement, the Notes and the other Loan Documents and in any other
certificate, opinion or other statement provided at any time by or on behalf of
the Borrower and the other Credit Parties in connection herewith shall survive
the execution of the delivery of this Agreement, the Notes and the other Loan
Documents, the purchase and sale of the Notes hereunder and the payment or other
satisfaction of the Obligations.

         14.20.   Relationship of the Parties. None of the Administrative Agent,
the Lenders or the Issuing Bank shall be deemed partners or joint venturers with
the Borrower or any of the other Credit Parties or any Affiliate thereof in
making this Agreement or by any action taken hereunder. The Borrower shall
indemnify, defend and hold harmless each Agent-Related Person, each of the
Lenders and the Issuing Bank from and against any and all claims, demands,
lawsuits, costs, expenses, fees, obligations, liabilities, losses, damages,
recoveries and deficiencies, including interest, penalties and reasonable
attorneys' fees and costs, whether direct, indirect, consequential or
incidental, that any Agent-Related Person, any Lender or the Issuing Bank may
incur or suffer or that may arise out of, result from or relate to such a
construction of

<PAGE>

the parties and their relationship. This Section 14.20 shall survive termination
of this Agreement.

         14.21.   Destruction of Records. Any documents, schedules, invoices or
other papers delivered to any Agent-Related Person, any Lender or the Issuing
Bank at their option may be destroyed or otherwise disposed of by them six (6)
months after they are delivered to or received by them, unless the Borrower
requests, in writing, the return of such documents, schedules, invoices or other
papers and makes reasonably acceptable arrangements, at the Borrower's expense,
for their return.

         14.22.   Execution in Counterparts; Effectiveness.

                  (a)      This Agreement may be executed in multiple
         counterparts, each of which shall be deemed an original hereof for all
         purposes, but all of which together shall constitute one and the same
         document. One or more counterparts of this Agreement may be executed by
         one or more of the parties hereto, and some different counterparts or
         copies executed by other parties. Each counterpart hereof executed by
         any party hereto shall be binding upon the party executing same even
         though other parties may execute one or more different counterparts,
         and all counterparts hereof so executed shall constitute but one and
         the same agreement. Each party hereto, by execution of a counterpart
         hereof, expressly authorizes and directs any other party hereto to
         detach the signature pages (and any corresponding acknowledgment pages)
         thereof from the counterpart hereof executed by the authorizing party
         and affix same to another identical counterpart hereof such that upon
         execution of multiple counterparts hereof by all parties hereto, there
         shall be one counterpart hereof to which is attached the signature
         pages (and any corresponding acknowledgment pages) containing
         signatures (and acknowledgments) of all parties hereto.

                  (b)      This Agreement shall become effective when (i) the
         Administrative Agent shall have received counterparts or signature
         pages executed by the Borrower, the Administrative Agent, the Lenders
         and the Issuing Bank, or (ii) in the case of any Lender, the
         Administrative Agent shall have received telecopied notice from such
         Lender that it has executed a counterpart hereof or signature page
         hereto and forwarded the same to the Administrative Agent by first
         class, registered or certified mail as set forth in Section 14.1. A set
         of the copies of this Agreement or counterparts signed by all of the
         parties shall be lodged with the Borrower and the Administrative Agent.

         14.23.   Interest and Loan Charges Not to Exceed Maximum Amounts
Allowed by Law. It is the intention of the Borrower and the Lenders to conform
strictly to all laws applicable to the Lenders that govern or limit the interest
and loan charges that may be charged in respect of the Obligations. Anything in
this Agreement, the Notes or any of the other Loan Documents to the contrary
notwithstanding, in no event whatsoever, whether by reason of advancement of
proceeds of the Loans or the Letters of Credit, acceleration of the maturity of
the unpaid balance of any of the Obligations or otherwise, shall the interest
and loan charges agreed to be paid to any of the Lenders for the use of the
money advanced or to be advanced hereunder exceed the maximum amounts
collectible by such Lender pursuant to applicable law. If for any reason

<PAGE>

whatsoever the interest or loan charges paid or contracted to be paid by the
Borrower to any of the Lenders in respect of the Obligations shall exceed the
maximum amounts collectible under the law applicable to such Lender, then, in
that event, and notwithstanding anything to the contrary in this Agreement, the
Notes or any other Loan Document: (a) the aggregate of all consideration that
constitutes interest or loan charges under the law applicable to such Lender
that is contracted for, taken, reserved, charged or received under this
Agreement, the Notes or any other Loan Document or otherwise in connection with
the Obligations under no circumstances shall exceed the maximum amounts allowed
by such applicable law, and any excess shall be credited by such Lender on the
principal amount of the Obligations (or, to the extent the principal amount
outstanding under this Agreement, the Notes and the other Loan Documents has
been or thereby would be paid in full, refunded to the Borrower); and (b) in the
event that the maturity of any or all of the Obligations is accelerated by
reason of an election of the Lenders resulting from any Default under this
Agreement or otherwise, or in the event of any required or permitted prepayment,
then such consideration that constitutes interest or loan charges under the law
applicable to any Lender may never include more than the maximum amounts allowed
by the law applicable to such Lender, and any excess interest or loan charges
provided for in this Agreement or otherwise shall be canceled automatically as
of the date of such acceleration or prepayment and, if theretofore paid, shall
be credited by such Lender on the principal amount of the Obligations (or, to
the extent the principal amount of the Obligations has been or thereby would be
paid in full, refunded by such Lender to the Borrower). All sums paid or agreed
to be paid to the Lenders for the use, forbearance or detention of sums due
hereunder shall, to the extent permitted by applicable law, be prorated,
allocated and spread throughout the full term of the Obligations until payment
in full so that the rate or amount of interest and loan charges on account of
the Obligations will not exceed any applicable legal limitation. The right to
accelerate the maturity of the Obligations does not include the right to
accelerate the maturity of any interest or loan charges not otherwise accrued on
the date of such acceleration, and the Lenders do not intend to charge or
collect any unearned interest or loan charges in the event of any such
acceleration.

         14.24.   Final Agreement. This written agreement represents the final
agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.

                          [SIGNATURES BEGIN NEXT PAGE]

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first written above.

                             BORROWER:

                             SYMBION, INC.
                             a Delaware corporation

                             By: /s/ Kenneth C. Mitchell
                                 ---------------------------------------------
                                 Kenneth C. Mitchell, Vice President - Finance
                                 and Chief Financial Officer

          [ADMINISTRATIVE AGENT'S AND LENDERS' SIGNATURE PAGES FOLLOW]

<PAGE>

             [Administrative Agent's Signature Page to $110,000,000
                                  Symbion, Inc.
                     Credit Agreement dated July 18, 2003]

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

                                          By: /s/ Kristine Thennes
                                              ----------------------------------
                                          Name: Kristine Thennes
                                          Title: Vice President

                                          Agency Management (IL1-231-08-30)
                                          231 South LaSalle Street
                                          Chicago, Illinois 60604
                                          Attn: Kristine Thennes
                                          Facsimile No. (877) 206-8412

<PAGE>

                    [Lender's Signature Page to $110,000,000
                                  Symbion, Inc.
                     Credit Agreement dated July 18, 2003]

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

                                       By: /s/ Elizabeth L. Knox
                                           ----------------------------------
                                       Name: Elizabeth L. Knox
                                       Title: SVP

                                       Healthcare Banking Group
                                       (TN1-100-04-17)
                                       Bank of America Plaza
                                       414 Union Street
                                       Nashville, Tennessee  37239-1697
                                       Attn:  Elizabeth L. Knox
                                       Facsimile No. (615) 749-4951

                                       Commitment: $ 25,000,000

<PAGE>

                    [Lender's Signature Page to $110,000,000
                                  Symbion, Inc.
                     Credit Agreement dated July 18, 2003]

                                   CREDIT SUISSE FIRST BOSTON, acting through
                                   its Cayman Islands Branch, as a Lender and as
                                   Syndication Agent

                                   By: /s/ Christopher Lally
                                       -----------------------------------------
                                   Name: Christopher Lally
                                   Title: Vice President

                                   By: /s/ Jennifer A. Pieza
                                       -----------------------------------------
                                   Name: Jennifer A. Pieza
                                   Title: Associate

                                   Eleven Madison Avenue
                                   New York, New York 10010
                                   Attn: Ed Markowski
                                   Facsimile No. (212) 538-6851

                                   Commitment: $ 20,000,000

<PAGE>

                    [Lender's Signature Page to $110,000,000
                                  Symbion, Inc.
                     Credit Agreement dated July 18, 2003]

                                   KEY CORPORATE CAPITAL INC.,
                                   as a Lender and as Documentation Agent

                                   By: /s/ Christopher A. Swindell
                                       -----------------------------------------
                                   Name: Christopher A. Swindell
                                   Title: Portfolio Manager

                                   4910 Tiedeman Road
                                   Brooklyn, Ohio  44144
                                   Attn: Jennifer Butler
                                   Facsimile No. (216) 813-7511

                                   Commitment: $ 20,000,000

<PAGE>

                    [Lender's Signature Page to $110,000,000
                                  Symbion, Inc.
                     Credit Agreement dated July 18, 2003]

                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    as a Lender

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

                                    135 South LaSalle Street
                                    Chicago, Illinois 60603
                                    Attn: Shirley Honesty
                                    Facsimile No. (312) 904-6373

                                    Commitment: $ 15,000,000

<PAGE>

                    [Lender's Signature Page to $110,000,000
                                  Symbion, Inc.
                     Credit Agreement dated July 18, 2003]

                                    U.S. BANK, NATIONAL ASSOCIATION,
                                    as a Lender

                                    By: /s/ S.W. Choppin
                                        ----------------------------------------
                                    Name: S.W. Choppin
                                    Title: SVP

                                    1850 Osborn Avenue
                                    Oshkosh, Wisconsin 54902
                                    Attn:  Connie Sweeney
                                    Facsimile No. (920) 237-7993

                                    Commitment: $ 15,000,000

<PAGE>

                    [Lender's Signature Page to $110,000,000
                                  Symbion, Inc.
                     Credit Agreement dated July 18, 2003]

                                    FIFTH THIRD BANK,
                                    as a Lender

                                    By: /s/ Sandy Hamrick
                                        ----------------------------------------
                                    Name: Sandy Hamrick
                                    Title: Vice President

                                    Building 4, Suite 160
                                    810 Crescent Centre Drive
                                    Franklin, Tennessee 37067
                                    Attn: Jennifer Jannetty
                                    Facsimile No. (615) 771-5885

                                    Commitment: $ 10,000,000

<PAGE>

                    [Lender's Signature Page to $110,000,000
                                  Symbion, Inc.
                     Credit Agreement dated July 18, 2003]

                                    RAYMOND JAMES BANK, FSB,
                                    as a Lender

                                    By: /s/ William C. Beiler
                                        ----------------------------
                                    Name: William C. Beiler
                                    Title: Executive Vice President

                                    710 Carillon Parkway
                                    St. Petersburg, Florida  33716
                                    Attn: Cheryl Buchanan
                                    Facsimile No. (727) 567-8519

                                    Commitment: $ 5,000,000

<PAGE>

                             SCHEDULES AND EXHIBITS

                                    SCHEDULES

Schedule 6.1.1A   Collateral Real Estate Interests

Schedule 7.1      Borrower and Affiliated Entities - Capitalization and
                  Jurisdictions of Organization and Foreign Qualification

Schedule 7.3      Consents, Approvals and Authorizations

Schedule 7.6      Pending Litigation

Schedule 7.17A    Indebtedness

Schedule 7.17B    Contingent Obligations

Schedule 7.18A    Business Locations

Schedule 7.18B    Trade Names

Schedule 7.26     Employment Agreements and Executive Compensation Arrangements

Schedule 7.27     Environmental Matters

Schedule 7.28     Material Contracts

Schedule 7.30     Operating Leases

Schedule 8.20     Post-Closing Matters

Schedule 9.2      Existing Liens

Schedule 9.4      Existing Investments and Scheduled Acquisitions

<PAGE>

                                    EXHIBITS

Exhibit 1.1A      Form of Compliance Certificate

Exhibit 1.1B      Subordination Provisions

Exhibit 2.2.4     Form of Notice of Borrowing

Exhibit 2.4.2     Form of Letter of Credit Request

Exhibit 2.8.2     Form of Notice of Conversion/Continuation

Exhibit 2.9A      Form of Revolving Note

Exhibit 2.9B      Form of Swingline Note

Exhibit 4.1       Form of Guarantee and Security Agreement

Exhibit 6.1.1B    Form of Opinion of Counsel to the Borrower and the Subsidiary
                  Guarantors

Exhibit 6.1.1C    Form of Solvency Certificate

Exhibit 13.2      Form of Assignment and Assumption