EXHIBIT 10.41

                      AMENDMENT NO. 13 TO CREDIT AGREEMENT


                  THIS AMENDMENT NO. 13 TO CREDIT  AGREEMENT  (the  "Amendment")
dated as of March 11, 1997 by and among Mariner  Health Group,  Inc., a Delaware
corporation (the "Borrower"), The Chase Manhattan Bank (as successor to Chemical
Bank),  CoreStates  Bank, N.A.,  Creditanstalt-Bankverein,  First Union National
Bank of North Carolina,  Mellon Bank, N.A., NationsBank of Tennessee,  N.A., PNC
Bank, National Association and Toronto Dominion (New York), Inc.  (collectively,
the "Banks"),  and PNC Bank, National Association,  in its capacity as agent for
the Banks (the "Agent").

                              W I T N E S S E T H:

                  WHEREAS, the parties hereto are parties to that certain Credit
Agreement  dated  as of May 18,  1994,  as  amended  (the  "Credit  Agreement"),
pursuant to which the Banks provided a $250,000,000 revolving credit facility to
the Borrower; and

                  WHEREAS, the Borrower, the Banks and the Agent desire to amend
the Credit Agreement as hereinafter provided.

                  NOW, THEREFORE,  the parties hereto, in consideration of their
mutual  covenants  and  agreements  hereinafter  set forth and  intending  to be
legally bound hereby, covenant and agree as follows:

         1.        Definitions.

                   (a) Defined terms used herein unless otherwise defined herein
shall have the meanings  ascribed to them in the Credit  Agreement as amended by
this Amendment.

         2.        Amendment of Credit Agreement.

                   (a) Section 1.01 [Certain  Definitions.] is hereby amended by
deleting in its entirety the  definition of "Adjusted  Consolidated  Net Income"
and inserting in lieu thereof the following:

                       "Adjusted  Consolidated  Net  Income  shall  mean for any
period of  determination  an amount  equal to the net income of the Borrower and
its Subsidiaries for such period  determined and consolidated in accordance with
GAAP,   plus  up  to  $826,000  of  loss  determined  in  accordance  with  GAAP
attributable to the sale of the approximately 38,700 square foot office building
located  in  Nashville,  Tennessee  during the fiscal  quarter  ending  December
30,1996, plus the following expenses to the extent such expenses are deducted in
computing such net income:  (i) up to $9,230,000 of extraordinary,  nonrecurring
charges incurred by the Loan Parties in connection with the Convalescent  Merger
incurred in the following amounts during the following fiscal quarters: $757,000
during the fiscal quarter  beginning  January 1,





1995 and ending March 31, 1995;  $8,410,000  during the fiscal quarter beginning
April 1, 1995 and ending  June 30,  1995;  $54,000  during  the  fiscal  quarter
beginning  July 1, 1995 and ending  September  30, 1995;  and $9,000  during the
fiscal quarter  beginning  October 1, 1995 and ending December 31, 1995; (ii) up
to $1,138,000 of extraordinary, nonrecurring deferred financing charges incurred
by the Loan Parties in connection  with the Fourth  Amendment  during the fiscal
quarter beginning April 1, 1995 and ending June 30, 1995; (iii) up to $6,543,000
of extraordinary,  nonrecurring  charges incurred by the Loan Parties during the
fiscal  quarters  beginning  January  1,  1996  and  ending  June 30,  1996,  in
connection  with one or more  Permitted  Acquisitions  consummated  during  such
period,  including  without  limitation,  in  connection  with the  Convalescent
Merger; and (iv) such other  extraordinary  nonrecurring  charges as approved by
the Required Banks pursuant to Section 8.01(m)."

                   (b) Section 1.01 [Certain  Definitions.] is hereby amended by
deleting  in its  entirety  the  definition  of  "Consolidated  Net  Income" and
inserting in lieu thereof the following:

                       "Consolidated  Net  Income  shall  mean for any period of
determination  an  amount  equal  to the  net  income  of the  Borrower  and its
Restricted  Subsidiaries for such period determined in accordance with GAAP, but
without  regard to net income  attributable  to  Excluded  Entities,  plus up to
$826,000 of loss determined in accordance with GAAP  attributable to the sale of
the  approximately  38,700  square foot office  building  located in  Nashville,
Tennessee during the fiscal quarter ending December 30, 1996, plus the following
expenses to the extent such expenses are deducted in computing  such net income:
(i) up to $9,230,000 of extraordinary, nonrecurring charges incurred by the Loan
Parties in connection  with the  Convalescent  Merger  incurred in the following
amounts during the following fiscal quarters: $757,000 during the fiscal quarter
beginning  January  1, 1995 and ending  March 31,  1995;  $8,410,000  during the
fiscal quarter beginning April 1, 1995 and ending June 30, 1995;  $54,000 during
the fiscal  quarter  beginning  July 1, 1995 and ending  September 30, 1995; and
$9,000 during the fiscal quarter  beginning  October 1, 1995 and ending December
31,  1995;  (ii)  up  to  $1,138,000  of  extraordinary,  nonrecurring  deferred
financing  charges  incurred by the Loan Parties in  connection  with the Fourth
Amendment during the fiscal quarter  beginning April 1, 1995 and ending June 30,
1995; (iii) up to $6,543,000 of extraordinary,  nonrecurring charges incurred by
the Loan Parties during the fiscal quarters beginning January 1, 1996 and ending
June 30, 1996, in connection with one or more Permitted Acquisitions consummated
during  such  period,  including  without  limitation,  in  connection  with the
Convalescent  Merger; and (iv) such other extraordinary  nonrecurring charges as
approved by the Required Banks pursuant to Section 8.01(m)."

                   (c) Section 1.01 [Certain  Definitions.] is hereby amended by
inserting after the definition of "Subsidiary",  the following new definition of
"Thirteenth Amendment Effective Date":

                       "Thirteenth Amendment Effective Date shall mean March 11,
1997, the effective date of Amendment No. 13 to this Agreement."




                                      -2-


                   (d) Section 2.01 [Revolving Credit Commitments; Limitation on
Borrowings.]  is hereby  amended by  deleting  in its  entirety  subsection  (c)
[Limitation on Borrowings.] thereof and inserting in lieu thereof the following:

                       "(c)  Limitation  on  Borrowings.   Notwithstanding   the
provisions of Sections  2.01(a) and 2.01(b) of this  Agreement,  the outstanding
principal  amount of Revolving  Credit Loans to the Borrower shall not exceed at
any time an amount such that after giving effect to such  borrowings,  the ratio
of (i)  Total  Indebtedness  to (ii)  Consolidated  Cash  Flow  from  Operations
exceeds:  (A) 3.75 to 1.0 from and including the  Convalescent  Merger Effective
Date through but not including the  Subordinated  Indebtedness  Incurrence Date;
(B) 4.5 to 1.0 from the  Subordinated  Indebtedness  Incurrence Date through but
not including the Allegis  Acquisition  Effective Date; (C) 5.25 to 1.0 from the
Allegis Acquisition Effective Date through and including June 30, 1997; (D) 5.00
to 1.0 from July 1, 1997 through and  including  December 31, 1997;  (E) 4.75 to
1.0 from January 1, 1998 through and  including  March 31, 1998;  and (F) 4.5 to
1.0 from April 1, 1998 and thereafter.

                       For purposes of such ratio,  the amount  determined under
clause (i) shall be as of the date of  determination  and the amount  determined
under clause (ii) shall be for the twelve-month period ending on the last day of
the month which precedes such date of determination.

                       Notwithstanding the provisions of this subsection (c), at
no time shall the outstanding  principal  amount of proceeds of Revolving Credit
Loans made to the Borrower  which are used by the Borrower or any  Subsidiary of
the  Borrower  to,  directly or  indirectly,  make an  investment  in or loan to
Ansonia, exceed Two Million Dollars ($2,000,000). Notwithstanding the provisions
of this subsection  (c), at no time shall proceeds of Revolving  Credit Loans be
used  by the  Borrower  or  any  Subsidiary  of the  Borrower  to,  directly  or
indirectly,  make an  investment  in or loan to Pinnacle  Rehab of  Gwinnette or
Pinancle's  Kansas  Joint  Venture.   Notwithstanding  the  provisions  of  this
subsection (c), until all required governmental licenses and approvals have been
obtained from governmental  regulatory  authorities for the operation of Regency
Nursing and Rehabilitation  Center located in Olathe,  Kansas, by Regency Health
Properties VI, Ltd., no proceeds of Revolving  Credit Loans shall be used by the
Borrower or any Subsidiary of the Borrower to,  directly or indirectly,  make an
investment in or loan to Regency Health Properties VI, Ltd."

                   (e) Section 8.01  [Affirmative  Covenants.] is hereby amended
by deleting in its entirety subsection (m) [Approval of Financial  Statements in
Permitted Acquisitions;  Notice of Permitted Acquisition.] thereof and inserting
in lieu thereof the following:

                       "(m)  Approval  of  Financial   Statements  in  Permitted
Acquisitions; Notice of Permitted Acquisition.

                             (i) Approval of Financial Statements.  The Borrower
shall  deliver  to the Banks a  certificate  in the form of  Exhibit  8.01(m)(i)
hereof  (the  "Acquisition  Approval  Certificate")  before  making a  Permitted
Acquisition  if they  desire  that the cash flow of the  business to be acquired
during periods prior to the acquisition shall be included when they


                                      -3-


compute Cash Flow from  Operations  under this  Agreement.  The  Borrower  shall
attach  to  such  Acquisition  Approval  Certificate  copies  of the  historical
financial  statements  of the business to be acquired  including  the annual and
interim balance sheets and income statements for at least three (3) fiscal years
prior to the Permitted  Acquisition and pro forma statements which shall include
a combined balance sheet as of the acquisition date and cash flow statements for
the preceding year. The pro forma  statements  shall set forth: (1) Consolidated
Cash  Flow  from  Operations  of the Loan  Parties  and the  acquired  business,
adjusted in accordance  with clause (A) of the definition of  Consolidated  Cash
Flow from Operations,  for the Acquisition Income Reporting Period in connection
with such Permitted  Acquisition,  and (2) Total Indebtedness on the date of the
Permitted Acquisition after giving effect to the acquisition and the Loans to be
made on such  date,  and (3) the ratio of the amount in clause (2) to the amount
in clause (1),  which ratio shall not exceed (A) 3.75 to 1.0 from and  including
the   Convalescent   Merger   Effective  Date  through  but  not  including  the
Subordinated  Indebtedness Incurrence Date; (B) 4.5 to 1.0 from the Subordinated
Indebtedness  Incurrence Date through but not including the Allegis  Acquisition
Effective  Date;  (C) 5.25 to 1.0 from the Allegis  Acquisition  Effective  Date
through and including  June 30, 1997;  (D) 5.00 to 1.0 from July 1, 1997 through
and  including  December 31, 1997;  (E) 4.75 to 1.0 from January 1, 1998 through
and  including  March  31,  1998;  and (F) 4.5 to 1.0  from  April  1,  1998 and
thereafter.  The Acquisition  Approval Certificate shall confirm the accuracy of
the  foregoing  computations  and that,  after  giving  effect to the  Permitted
Acquisition  and the Loans made on the date  thereof,  no Event of Default shall
exist and the Loan Parties  shall be in compliance  with all of their  covenants
hereunder,  assuming,  for purposes of Borrower's financial covenants,  that all
items of income,  expense and cash flow are reported for the Acquisition  Income
Reporting  Period and that all balance  sheet items (such as  Indebtedness)  are
measured on the date of such  Permitted  Acquisition.  The Loan Parties may make
the Permitted  Acquisition  prior to receiving the Required  Banks'  approval of
Borrower's Acquisition Approval Certificate with respect thereto;  provided that
the Loan Parties may not,  until they have received such  approval,  include the
cash flow of the business to be acquired for periods prior to the acquisition in
their net income when they compute  Consolidated Cash Flow from Operations.  The
Banks  shall use their best  efforts to respond to the  Borrower's  request  for
approval of each Acquisition  Approval  Certificate within two (2) Business Days
following  the Banks'  receipt of such  certificate  and shall not  unreasonably
withhold or delay such  approval.  The Borrower may request that  extraordinary,
nonrecurring  expenses  under GAAP  incurred in connection  with such  Permitted
Acquisition be excluded from the Consolidated Net Income of the Loan Parties and
from  the  net  income  of  the  business  to  be  acquired  when  they  compute
Consolidated Cash Flow from Operations pursuant to clause (1) above. Examples of
such expenses include,  without limitation,  transaction costs, debt prepayments
and similar charges,  brokers' fees,  attorneys' fees and accountants' fees. The
foregoing  expenses  shall be excluded from net income in such  computations  of
Consolidated Cash Flow from Operations if the Required Banks agree in writing to
such request.

                             (ii)  Notice.  The  Borrower  shall  deliver to the
Banks a notice  in the form of  Exhibit  8.01(m)(ii)  (the  "Acquisition  Notice
Certificate")  at least  two (2)  Business  Days  before  making  any  Permitted
Acquisition  except  for:  (1) a  Permitted  Acquisition  described  in  Section
8.01(m)(i)  with  respect to which the  Borrower is  delivering  an  Acquisition
Approval  Certificate,  or (2) a Permitted  Acquisition if the Purchase Price in
connection therewith is less



                                      -4-


than $2,500,000. The Acquisition Notice Certificate shall set forth the ratio of
(1)  Consolidated  Cash Flow  From  Operations  (excluding  the cash flow of the
acquired  business) for the Acquisition  Income  Reporting  Period in connection
with such Permitted  Acquisition,  and (2) Total Indebtedness on the date of the
Permitted Acquisition after giving effect to the acquisition and the Loans to be
made on such  date,  which  ratio  shall  not  exceed  (A)  3.75 to 1.0 from and
including the  Convalescent  Merger Effective Date through but not including the
Subordinated  Indebtedness Incurrence Date; (B) 4.5 to 1.0 from the Subordinated
Indebtedness  Incurrence Date through but not including the Allegis  Acquisition
Effective  Date;  (C) 5.25 to 1.0 from the Allegis  Acquisition  Effective  Date
through and including  June 30, 1997;  (D) 5.00 to 1.0 from July 1, 1997 through
and  including  December 31, 1997;  (E) 4.75 to 1.0 from January 1, 1998 through
and  including  March  31,  1998;  and (F) 4.5 to 1.0  from  April  1,  1998 and
thereafter.  The Acquisition  Notice  Certificate also shall confirm that, after
giving  effect  to the  Permitted  Acquisition  and the  Loans  made on the date
thereof,  no Event of  Default  shall  exist  and the Loan  Parties  shall be in
compliance  with all of their  covenants  hereunder,  assuming,  for purposes of
Borrower's financial covenants,  that all items of income, expense and cash flow
are reported for the Acquisition  Income  Reporting  Period and that all balance
sheet items (such as  Indebtedness)  are measured on the date of such  Permitted
Acquisition.

                             (iii) Additional  Information.  With respect to any
Acquisition Approval Certificate or Acquisition Notice Certificate, the Borrower
shall  provide  to the  Banks,  as the Banks  may  reasonably  request  detailed
calculations and information  supporting the financial  calculations therein and
the financial statements attached thereto."

                   (f) Section 8.01  [Affirmative  Covenants.] is hereby amended
by deleting in its entirety subsection (o) [Westbury  Associates,  Ltd.] thereof
and inserting in lieu thereof the following:

                       "(o) Westbury  Associates,  Ltd.  Borrower  shall,  on or
before  December  31,  1997,  cause  Westbury  Associates,   Ltd.  to  become  a
wholly-owned Subsidiary of Borrower."

                   (g) Section 8.02  [Negative  Covenants.] is hereby amended by
deleting  clause (iv) of  subsection  (d) [Loans and  Investments.]  thereof and
inserting the following in lieu thereof:

                       "(iv)  Restricted   Investments  not  to  exceed  in  the
aggregate  for the  Borrower and the other Loan Parties  Fifty  Million  Dollars
($50,000,000)  outstanding at any time; provided that (i) the Excluded Entity in
which the  Restricted  Investment  is made is  engaged  in a  business  which is
ancillary and related to the business of the Loan  Parties;  (ii) the Loan Party
making a Restricted Investment is either a shareholder, member or partner of the
Excluded  Entity in which a  Restricted  Investment  is made;  (iii) the  stock,
equity interests in a limited liability  company or partnership  interests owned
by a Loan Party in the Excluded Entity in which a Restricted  Investment is made
are pledged to the Agent on a first priority basis for the benefit of the Banks;
(iv) to the extent that any Excluded Entity incurs  Indebtedness  payable to any
person  other  than a Loan  Party  (the  "Third  Party  Lender")  in  excess  of
$5,000,000,  prior to incurring



                                      -5-


such Indebtedness, the Borrower shall cause the Third Party Lender to enter into
an  intercreditor  agreement with the Agent on behalf of the Banks,  in form and
substance  satisfactory  to the Agent in its sole discretion with respect to the
Indebtedness  of such Excluded  Entity payable to the Third Party Lender and any
Indebtedness  of such  Excluded  Entity  payable to either the Banks or any Loan
Party; and (v) to the extent that any individual  Restricted  Investment exceeds
$7,500,000  or any series of related  Restricted  Investments  in the  aggregate
exceed $7,500,000,  prior to making any such Restricted Investment, the Borrower
shall have obtained the written approval of the Required Banks; and"

                   (h) Section 8.02  [Negative  Covenants.] is hereby amended by
deleting  subsection  (e)  [Dividends  and Related  Distributions.]  thereof and
inserting the following in lieu thereof:

                             "(e)  Dividends  and  Related  Distributions.   The
Borrower  shall not,  and shall not permit any of its  Subsidiaries  to, make or
pay, or agree to become or remain  liable to make or pay,  any dividend or other
distribution of any nature (whether in cash, property,  securities or otherwise)
on  account  of or in respect  of their  respective  shares of capital  stock or
partnership  interests,  as the  case may be,  or on  account  of the  purchase,
redemption,  retirement or  acquisition  of their  respective  shares of capital
stock (or warrants, options or rights therefor) or partnership interests, as the
case may be, except (i) dividends or  distributions  in respect of a partnership
interest  payable by any Subsidiary to the Borrower,  (ii) dividends  payable by
the Borrower solely in shares of capital stock of the Borrower,  and (iii) up to
$500,000 of distributions  per year payable in the aggregate by the Subsidiaries
of the Borrower which are limited  liability  companies or  partnerships  to non
Affiliate members of such limited  liability  companies or non Affiliate limited
partners of such  partnerships,  so long as after giving effect thereto no Event
of Default or Potential Default has occurred and is continuing.  Notwithstanding
the foregoing,  the Borrower may purchase or redeem its stock up to an aggregate
of $15  million  of  such  stock  for the  period  of the  Thirteenth  Amendment
Effective  Date  through  June  30,  1997,  up to an  aggregate  of $20  million
(including  in such  aggregate  amount all  purchases  or  redemptions  in prior
periods) of such stock for the period of the Thirteenth Amendment Effective Date
through September 30, 1997, and up to an aggregate of $25 million  (including in
such  aggregate  amount all purchases or  redemptions  in prior periods) of such
stock for the period of the Thirteenth Amendment Effective Date through December
30,  1997,  provided  that,  after  giving  effect  to  each  such  purchase  or
redemption,  no  Potential  Default  or Event of  Default  has  occurred  and is
continuing  and,  without  limiting the generality of the  foregoing,  that: (x)
after  giving  effect to each such  purchase or  redemption  the  Borrower is in
compliance (and the Borrower demonstrates such compliance to the Agent in detail
satisfactory  to the Agent)  with the Minimum  Net Worth  covenant  set forth in
Section 8.02(t); and (y) after giving effect to each such purchase or redemption
the ratio of Total  Indebtedness to Consolidated  Cash Flow from Operations does
not exceed 4.85 to 1.0 (and the Borrower  demonstrates  such  compliance  to the
Agent in detail  satisfactory  to the Agent).  For purposes of clause (y) in the
preceding  sentence,  Total  Indebtedness shall be calculated as of each date of
determination  (after  giving  effect  to each  purchase  or  redemption  of the
Borrower's stock) and Consolidated Cash Flow from Operations shall be calculated
as of each  date of  determination  (after  giving  effect to each  purchase  or
redemption of the Borrower's stock) for the four fiscal quarters then ended."



                                      -6-



                   (i) Section 8.02  [Negative  Covenants.] is hereby amended by
deleting  the  first  paragraph  of  subsection  (f)   [Liquidations,   Mergers,
Consolidations,  Acquisitions.]  thereof and  inserting  the  following  in lieu
thereof:

                             "(f)   Liquidations,    Mergers,    Consolidations,
Acquisitions. The Borrower shall not, and shall not permit any of the other Loan
Parties to, dissolve, liquidate or wind-up its affairs, or become a party to any
merger or  consolidation,  or acquire by  purchase,  lease or  otherwise  all or
substantially  all of the assets or capital stock of any other person,  provided
that (i) any wholly-owned  Subsidiary may consolidate or merge into the Borrower
or any other wholly-owned  Subsidiary;  (ii) a Subsidiary that is not a Material
Subsidiary may be dissolved,  liquidated or wound up provided that from the date
of  this  Agreement  through  the  Expiration  Date,  the  total  assets  of the
non-Material  Subsidiaries  which so  dissolve,  liquidate  or wind up shall not
exceed  $25,000,000  in  the  aggregate;  (iii)  the  Borrower  or a  Restricted
Subsidiary  of the  Borrower  may acquire  all of the  capital  stock of another
corporation  so long as (u) the Purchase  Price for such  acquisition  shall not
exceed  $75,000,000,  (v) the  aggregate  Purchase  Price  for such  acquisition
together with all previous  acquisitions  permitted under clauses (iii) and (iv)
of this  Section  8.02(f)  shall not exceed  $70,000,000  during the fiscal year
ending December 31, 1995 or $200,000,000 during any fiscal year commencing after
December 31, 1995 (subject to the  provisions  of this  paragraph and the second
paragraph  of this  Section  8.02(f)  below),  (w)  such  acquired  corporation,
simultaneous with the acquisition thereof by a Loan Party, executes and delivers
to the Agent for the  benefit  of the Banks a  Guaranty  Agreement  and a Pledge
Agreement   substantially   in  the  form  of  Exhibits   1.01(G)  and  1.01(P),
respectively,  and also delivers to the Agent such opinions of counsel and other
documents in connection  therewith as the Agent may reasonably request,  (x) all
of the issued and outstanding  capital stock of such acquired  corporation owned
by a Loan Party is pledged to the Agent for the benefit of the Banks pursuant to
a Pledge  Agreement  substantially  in the form of Exhibit 1.01(P)  hereto,  (y)
after giving effect to such proposed acquisition, no Event of Default shall have
occurred  and be  continuing,  and (z)  after  giving  effect  to such  proposed
acquisition  (and  without  limiting  the  generality  of the  preceding  clause
(iii)(y)),  the Borrower is in compliance  with the Leverage  Ratio set forth in
Section  8.02(r)  and the  Borrower  demonstrates  such  compliance  pursuant to
Section 8.01(m) (if Section 8.01(m) requires such  demonstration of compliance);
and (iv) the  Borrower or any  Restricted  Subsidiary  may merge or  consolidate
with,  or acquire all or  substantially  all of the assets of another  person so
long as (w) the Purchase  Price for such  acquisition,  merger or  consolidation
shall  not  exceed  $75,000,000,  (x) the  aggregate  Purchase  Price  for  such
acquisition  together  with all previous  acquisitions  permitted  under clauses
(iii) and (iv) of this Section 8.02(f) shall not exceed  $70,000,000  during the
fiscal year ending  December  31,  1995 or  $200,000,000  during any fiscal year
commencing  after December 31, 1995 (subject to the provisions of this paragraph
and the second paragraph of this Section 8.02(f) below), (y) after giving effect
to such proposed acquisition, merger or consolidation, no Event of Default shall
have  occurred and be  continuing,  and (z) after giving effect to such proposed
acquisition,  merger or  consolidation,  the Borrower is in compliance  with the
Leverage Ratio set forth in Section 8.02(r) and the Borrower  demonstrates  such
compliance  pursuant  to Section  8.01(m)  (if  Section  8.01(m)  requires  such
demonstration  of  compliance).  The Purchase Price paid in connection  with the
Convalescent  Merger  shall be  excluded  from  the  computation  of the  dollar
limitations  on the Purchase Price  permitted to be paid in connection  with the



                                      -7-



mergers or other acquisitions  contained in clauses (iii)(u) and (v) and (iv)(w)
and (x) above.  The Purchase Price paid in connection  with the MedRehab  Merger
shall be excluded from the computation of the dollar limitations on the Purchase
Price permitted to be paid in connection with the mergers or other  acquisitions
contained in clauses  (iii)(u)  and (v) and (iv)(w) and (x) above.  The Purchase
Prices paid in connection  with the Regency  Merger and the Allegis  Acquisition
shall be included in the  computation of the dollar  limitations on the Purchase
Price  permitted to be paid in  connection  with  mergers or other  acquisitions
contained in clauses (iii)(u) and (v) and (iv)(w) and (x) above. For purposes of
the  preceding  clauses  (iii)(z) and (iv)(z),  the Leverage  Ratio set forth in
Section 8.02(r) shall be calculated as follows:  (i) Total Indebtedness shall be
determined  as of the date of the  proposed  acquisition,  after  giving  effect
thereto, and (ii) Consolidated Cash Flow from Operations shall be calculated for
the  twelve-month  period  ending on the last day of the  fiscal  quarter of the
Borrower which precedes such date of acquisition."

                   (j) Section 8.02  [Negative  Covenants.] is hereby amended by
deleting  subsection  (p)  [Capital  Expenditures  and  Leases.]  thereof in its
entirety and inserting the following in lieu thereof:

                             "(p) Capital  Expenditures and Leases. The Borrower
shall not, and shall not permit any of its  Subsidiaries to make any payments on
account of the purchase of any assets which if purchased would  constitute fixed
assets or on account of the lease of any assets which if leased would constitute
a capital lease, in the aggregate  exceeding:  (i) $11,100,000 during the fiscal
year of January 1, 1995 through December 31, 1995; (ii)  $30,000,000  during the
fiscal year of January 1, 1996  through  December 31,  1996;  (iii)  $82,000,000
during the fiscal year of January 1, 1997 through  December  31, 1997;  and (iv)
$50,000,000  in each fiscal year  thereafter,  and all such  purchases  of fixed
assets or payments pursuant to such capital leases shall be made under usual and
customary terms and in the ordinary course of business."

                   (k) Section 8.02  [Negative  Covenants.] is hereby amended by
deleting  subsection (r) [Maximum  Leverage  Ratio.] thereof in its entirety and
inserting the following in lieu thereof:

                             "(r) Maximum Leverage Ratio. The Borrower shall not
at any time permit the ratio of Total  Indebtedness  to  Consolidated  Cash Flow
from  Operations  to exceed (A) 3.0 to 1.0 from the Fourth  Amendment  Effective
Date through but not including the Convalescent  Merger Effective Date; (B) 3.75
to 1.0 from and including the Convalescent Merger Effective Date through but not
including the Subordinated Indebtedness Incurrence Date; (C) 4.5 to 1.0 from the
Subordinated  Indebtedness Incurrence Date through but not including the Allegis
Acquisition  Effective  Date;  (D)  5.25 to 1.0  from  the  Allegis  Acquisition
Effective Date through and including June 30, 1997; (E) 5.00 to 1.0 from July 1,
1997 through and  including  December 31, 1997;  (F) 4.75 to 1.0 from January 1,
1998 through and including March 31, 1998; and (G) 4.5 to 1.0 from April 1, 1998
and thereafter.  For purposes of this Section 8.02(r),  Total Indebtedness shall
be calculated as of each date of determination  and Consolidated  Cash Flow from
Operations  shall be  calculated as of each date of  determination  for the four
fiscal quarters then ended."



                                      -8-


                   (l) The following  schedule to the Credit Agreement is hereby
amended  and  restated  to read as set  forth on the  schedule  attached  hereto
bearing the same numerical reference and name as the original schedule:

      Schedule 6.01(a) and (c)           Qualifications    to    do    Business,
                                         Subsidiaries and Excluded Entities

      Schedule 6.01 (bb)                 Regency Facilities  Indebtedness;  Lien
                                         Releases;   Intercreditor   Agreements;
                                         Non-Disturbance Agreements; Consents to
                                         Leasehold Mortgages and Second Liens

      Schedule 6.01(cc)                  Allegis Facilities  Indebtedness;  Lien
                                         Releases;   Intercreditor   Agreements;
                                         Non-Disturbance Agreements; Consents to
                                         Leasehold Mortgages and Second Liens

                   (m) Each of the following exhibits to the Credit Agreement is
hereby amended and restated to read as set forth on the exhibit  attached hereto
bearing the same numerical reference as the original exhibit:

      Exhibit 2.05                       Revolving Credit Loan Request
      Exhibit 8.01(m)(i)                 Acquisition Approval Certificate
      Exhibit 8.01(m)(ii)                Acquisition Notice Certificate
      Exhibit 8.03(d)(3)                 Compliance   Certificate   for  Quarter
                                         Ending 9/30/96 and Thereafter

         3. Conditions of Effectiveness of This Amendment.  The effectiveness of
this  Amendment  is  expressly  conditioned  upon  satisfaction  of  each of the
following conditions precedent:

                   (a)   Representations  and  Warranties;   No  Defaults.   The
representations  and  warranties of the Borrower  contained in Article VI of the
Credit  Agreement  shall be true and  accurate  on the date hereof with the same
effect as though such  representations and warranties had been made on and as of
such date (except  representations  and  warranties  which  relate  solely to an
earlier date or time,  which  representations  and warranties  shall be true and
correct on and as of the  specific  dates or times  referred  to  therein),  the
Borrower  shall have  performed and complied  with all covenants and  conditions
hereof;  no Event of Default or  Potential  Default  under the Credit  Agreement
shall  have  occurred  and be  continuing  or shall  exist  and  there  shall be
delivered  to the  Agent  for the  benefit  of  each  Bank a  certificate  of an
Authorized  Officer of the Borrower dated as of the date hereof certifying as to
each of the foregoing.

                   (b) Organization,  Authorization and Incumbency.  There shall
be delivered to the Agent for the benefit of each Bank a certificate dated as of
the date hereof and signed by the  Secretary or an  Assistant  Secretary of each
Loan Party, certifying as appropriate as to:


                                      -9-


                             (i)  all  action   taken  by  such  Loan  Party  in
connection with this Amendment and the other Loan Documents;

                             (ii)  the  names  of  the   officer   or   officers
authorized to sign this Amendment and the other documents executed and delivered
in connection  herewith and described in this Section 3 and the true  signatures
of such officer or officers  and, in the case of the  Borrower,  specifying  the
Authorized  Officers  permitted to act on behalf of the Borrower for purposes of
the Loan Documents and the true signatures of such officers,  on which the Agent
and each Bank may conclusively rely; and

                             (iii)  copies  of  its  organizational   documents,
including its certificate of incorporation and bylaws if it is a corporation and
its certificate of partnership and partnership agreement if it is a partnership,
in each case as in effect on the date hereof, certified by the appropriate state
official  where  such  documents  are  filed  in a state  office  together  with
certificates from the appropriate state officials as to the continued  existence
and good  standing of each of the Loan  Parties in each state  where  organized;
provided that each of the Loan Parties may, in lieu of delivering  copies of the
foregoing  organizational  documents,  certify that the organizational documents
which it previously delivered remain in effect and have not been amended.

                   (c)  Opinions of Counsel.  There  shall be  delivered  to the
Agent for the  benefit of each Bank a written  opinion  dated the date hereof of
Testa, Hurwitz & Thibeault,  counsel for the Loan Parties, in form and substance
satisfactory to the Agent.

                   (d) Fees and Expenses.  The Borrower shall pay or cause to be
paid to the Agent for itself and for the  account of the Banks to the extent not
previously  paid all fees  accrued  through  the date  hereof  and the costs and
expenses of the Agent and the Banks including,  without limitation,  fees of the
Agent's counsel in connection with this Amendment.

                   (e) Acknowledgment.  Each of the Loan Parties, other than the
Borrower,  shall have executed the Confirmation of Guaranty in the form attached
hereto as Exhibit 1 hereto.

                    (f)  Legal  Details;  Counterparts.  All legal  details  and
proceedings in connection with the  transactions  contemplated by this Amendment
shall be in form and substance  satisfactory  to the Agent,  and the Agent shall
have received all such other counterpart  originals or certified or other copies
of such documents and proceedings in connection with such transactions,  in form
and substance  satisfactory to the Agent. Further, the Agent shall have received
counterpart  signature pages to this Amendment duly executed by each Loan Party,
the Agent and each Bank.

         4.  Completion of Outstanding  Items.  On or before March 31, 1997, the
Borrower shall have completed the outstanding conditions to the effectiveness of
Amendment  Nos. 1 through 12 to the Credit  Agreement and delivered to the Agent
for the benefit of the Banks evidence of the same  satisfactory to the Agent, in
its sole  discretion,  it  being  expressly  agreed  that  satisfaction  of such
outstanding conditions has not been waived by the Banks.



                                      -10-



         5.        Amendment to Certain Other Loan Documents.

                   (a) Schedule 1 to that  certain  Guaranty  Agreement  made by
each  Subsidiary of the Borrower  party  thereto,  for the benefit of the Banks,
dated as of May 18, 1994, as amended,  is hereby amended and restated to read as
set forth on the Schedule  attached hereto bearing the same numerical  reference
and name.

                   (b) Schedule A to each of the following Pledge  Agreements is
hereby amended and restated to read as set forth on the schedule attached hereto
bearing the same name:

                             (i) Schedule A to the Pledge Agreement  (Borrower),
dated as of May 18, 1994, as amended,  by the Borrower,  as pledgor, in favor of
the Agent;

                             (ii)   Schedule   A   to   the   Pledge   Agreement
(Subsidiaries  Pledging  Stock),  dated as of May 18,  1994,  as amended,  among
certain Subsidiaries of the Borrower, as pledgor, in favor of the Agent;

                             (iii) Schedule A to the Amended and Restated Pledge
Agreement  (Subsidiaries  Pledging  Partnership  Interests)  dated as of June 1,
1996, as amended,  among certain  Subsidiaries of the Borrower,  as pledgor,  in
favor of the Agent; and

                             (iv)   Schedule   A   to   the   Pledge   Agreement
(Subsidiaries Pledging Limited Liability Company Interests), dated as of October
3, 1996, among certain  Subsidiaries of the Borower, as pledgor, in favor of the
Agent.

         6. Force and Effect.  Except as expressly  modified by this  Amendment,
the Credit  Agreement  and the other Loan  Documents  are  hereby  ratified  and
confirmed and shall remain in full force and effect after the date hereof.

         7. Governing Law. This Amendment shall be deemed to be a contract under
the laws of the  Commonwealth  of  Pennsylvania  and for all  purposes  shall be
governed by and construed  and enforced in accordance  with the internal laws of
the  Commonwealth  of  Pennsylvania  without  regard  to its  conflict  of  laws
principles.

                              [INTENTIONALLY BLANK]







                                      -11-


                   [SIGNATURE PAGE 1 OF 2 TO AMENDMENT NO. 13]

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as
of the date first above written.

                                            MARINER HEALTH GROUP, INC.


                                            By:
                                                  -------------------------
                                            Name:
                                                  -------------------------
                                            Title:
                                                  -------------------------

                                            PNC BANK, NATIONAL ASSOCIATION,
                                            individually and as Agent


                                            By:
                                                  -------------------------
                                            Name:
                                                  -------------------------
                                            Title:
                                                  -------------------------

                                            THE CHASE MANHATTAN BANK (as
                                            successor to Chemical Bank)


                                            By:
                                                  -------------------------
                                            Name:
                                                  -------------------------
                                            Title:
                                                  -------------------------

                                            CORESTATES BANK, N.A.


                                            By:
                                                  -------------------------
                                            Name:
                                                  -------------------------
                                            Title:
                                                  -------------------------

                                            CREDITANSTALT - BANKVEREIN


                                            By:
                                                  -------------------------
                                            Name:
                                                  -------------------------
                                            Title:
                                                  -------------------------

                                            By:
                                                  -------------------------
                                            Name:
                                                  -------------------------
                                            Title:
                                                  -------------------------






                   [SIGNATURE PAGE 2 OF 2 TO AMENDMENT NO. 13]

                                            FIRST UNION NATIONAL BANK OF
                                            NORTH CAROLINA


                                            By:
                                                  -------------------------
                                            Name:
                                                  -------------------------
                                            Title:
                                                  -------------------------

                                            MELLON BANK, N.A.


                                            By:
                                                  -------------------------
                                            Name:
                                                  -------------------------
                                            Title:
                                                  -------------------------

                                            NATIONSBANK OF TENNESSEE, N.A.


                                            By:
                                                  -------------------------
                                            Name:
                                                  -------------------------
                                            Title:
                                                  -------------------------

                                            TORONTO DOMINION (NEW YORK), INC.


                                            By:
                                                  -------------------------
                                            Name:
                                                  -------------------------
                                            Title:
                                                  -------------------------









                                    EXHIBIT 1


                                              ________________, 1997

To:              Mariner Health Group, Inc.
                 and each of its subsidiaries

Reference is made to that certain Credit Agreement, dated as of May 18, 1994, as
amended (the "Credit  Agreement"),  by and among Mariner  Health Group,  Inc., a
Delaware corporation, the Banks party thereto and PNC Bank, National Association
("Agent").  All terms used herein unless otherwise defined herein shall have the
meanings as set forth in the Credit Agreement.

The Borrower,  the Banks and the Agent have entered into that certain  Amendment
No. 13 to the Credit Agreement,  dated as of the date hereof (the "Amendment No.
13"), a copy of which has been delivered to each Loan Party.

This  agreement  will  confirm  that  each Loan  Party has read and  understands
Amendment No. 13. Each Loan Party hereby  ratifies and confirms each of the Loan
Documents  to which  it is a party by  signing  below  as  indicated,  including
without limitation each Guaranty Agreement and each Pledge Agreement to which it
is a party, including,  without limitation, all schedules thereto, as amended by
Amendment No. 13.

                                            Very truly yours,

                                            PNC BANK, NATIONAL ASSOCIATION,
                                            as Agent


                                            By:
                                               ------------------------------





                               [SIGNATURE PAGE TO
                            CONFIRMATION OF GUARANTY
                          DATED _______________, 1997]



Intending  to be legally  bound  hereby,
the undersigned have accepted and agreed
to the foregoing as of the date and year
first above written.

MARINER  HEALTH  GROUP,  INC.  and  each
Subsidiary    thereof    which    is   a
corporation  and  which is  listed  as a
"Company"  on  Schedule  6.01(c)  of the
Credit Agreement both for itself and, if
applicable,  as general  partner of each
Subsidiary of Mariner Health Group, Inc.
which  is a  partnership  and  which  is
listed  as  a   "Company"   on  Schedule
6.01(c).



By:
   ----------------------------------
Title:
      -------------------------------
of each of the foregoing corporations