<PAGE>   1


                                                                   EXHIBIT 10.36

                                                                  EXECUTION COPY




                                  $100,000,000

                                CREDIT AGREEMENT


                            Dated as of July 31, 1998

                                      among

                      MEDCATH INTERMEDIATE HOLDINGS, INC.,
                                  as Borrower,

                               THE INITIAL LENDERS
                            AND INITIAL ISSUING BANK
                                  NAMED HEREIN,
                  as Initial Lenders and Initial Issuing Bank,

                                       and

                                NATIONSBANK, N.A.
                  as Administrative Agent and Collateral Agent,

                                       and

                     NATIONSBANC MONTGOMERY SECURITIES LLC,
                      as Arranger and as Syndication Agent




<PAGE>   2

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                       PAGE
                                                                                       ----
<S>                                                                                     <C>
ARTICLE I  DEFINITIONS

         Section 1.01.  Certain Defined Terms.............................................1
         Section 1.02.  Computation of Time Periods......................................26
         Section 1.03.  Accounting Terms.................................................26

ARTICLE II  AMOUNTS AND TERMS OF THE  ADVANCES AND LETTERS OF CREDIT

         Section 2.01.  The Advances.....................................................26
         Section 2.02.  Making the Advances..............................................27
         Section 2.03.  Issuance of and Drawings and Reimbursement Under Letters of
                              Credit.....................................................29
         Section 2.04.  Repayment of Advances............................................31
         Section 2.05.  Termination or Reduction of the Commitments......................32
         SECTION 2.06.  Prepayments......................................................33
         SECTION 2.07.  Interest.........................................................34
         SECTION 2.08.  Fees. 35
         SECTION 2.09.  Conversion of Advances...........................................35
         SECTION 2.10.  Increased Costs, Etc.............................................37
         SECTION 2.11.  Payments and Computations........................................39
         SECTION 2.12.  Taxes............................................................40
         SECTION 2.13.  Sharing of Payments. Etc.........................................42
         SECTION 2.14.  Use of Proceeds..................................................43
         SECTION 2.15.  Defaulting Lenders...............................................43

ARTICLE III  CONDITIONS PRECEDENT

         SECTION 3.01.  Conditions of Initial Credit Extensions..........................46
         SECTION 3.02.  Conditions Precedent to Each Borrowing and Issuance..............50
         SECTION 3.03.  Determinations Under Section 3.01................................50

ARTICLE IV  REPRESENTATIONS AND WARRANTIES

         SECTION 4.01.  Representations and Warranties of the Borrower...................50

ARTICLE V  COVENANTS OF THE BORROWER

         SECTION 5.01.  Affirmative Covenants............................................55
         SECTION 5.02.  Negative Covenants...............................................58
         SECTION 5.03   Reporting Requirements...........................................66
         SECTION 5.04.  Financial Covenants..............................................69
</TABLE>



                                       i
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<TABLE>
<S>                                                                                     <C>
ARTICLE VI  EVENTS OF DEFAULT

         SECTION 6.01.  Events of Default................................................71
         SECTION 6.02.  Actions in Respect of the Letters of Credit upon Default.........74

ARTICLE VII  THE AGENTS

         SECTION 7.01.  Authorization and Action.........................................74
         SECTION 7.02.  Administrative Agent's Reliance. Etc.............................75
         SECTION 7.03.  NationsBank, NMS and Affiliates..................................76
         SECTION 7.04. Lender Party Credit Decision......................................76
         SECTION 7.05.  Indemnification..................................................76
         SECTION 7.06.  Successor Administrative Agent...................................78

ARTICLE VIII  MISCELLANEOUS

         SECTION 8.01.  Amendments, Etc..................................................79
         SECTION 8.02.  Notices, Etc.....................................................79
         SECTION 8.03.  No Waiver; Remedies..............................................80
         SECTION 8.04.  Costs, Expenses..................................................80
         SECTION 8.05.  Right of Set-off.................................................81
         SECTION 8.06.  Binding Effect...................................................82
         SECTION 8.07.  Assignments and Participations...................................82
         SECTION 8.08.  Replacements of Lenders Under Certain Circumstances..............85
         SECTION 8.09.  Execution in Counterparts........................................85
         SECTION 8.10.  No Liability of the Issuing Bank.................................85
         SECTION 8.11.  Confidentiality..................................................86
         SECTION 8.12.  Jurisdiction, Etc................................................86
         SECTION 8.13.  Governing Law....................................................87
         SECTION 8.14.  Waiver of Jury Trial.............................................88
</TABLE>



                                    SCHEDULES

Schedule I        Commitments and Applicable Lending Offices
Schedule 2.01(b)  Existing Letters of Credit
Schedule 3.01(c)  Surviving Debt
Schedule 4.01(b)  Subsidiaries
Schedule 4.01(d)  Approvals
Schedule 5.02(a)  Liens
Schedule 5.02(b)  Intercompany Debt
Schedule 5.02(e)  Investments


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<PAGE>   4


                                    EXHIBITS

Exhibit A         Form of Working Capital Note
Exhibit B         Form of Notice of Borrowing
Exhibit C         Form of Assignment and Acceptance
Exhibit D         Form of Notice of Conversion
Exhibit E         Form of Pledge Agreement
Exhibit F         Form of Guaranty
Exhibit G-1       Form of Legal Opinion of Moore & Van Allen
Exhibit G-2       Form of Legal Opinion of Simpson, Thacher & Bartlett
Exhibit G-3       Form of Legal Opinion of Mariscal, Weeks, McIntyre &
                  Friedlander, P.A.
Exhibit H         Form of Solvency Certificate



                                      iii
<PAGE>   5


                                CREDIT AGREEMENT

                  CREDIT AGREEMENT, dated as of July 31, 1998, among Medcath
Intermediate Holdings, Inc., a Delaware corporation (the "Borrower"), the
several financial institutions from time to time party to this Agreement
(collectively, the "Initial Lenders", and, individually, an "Initial Lender"),
the bank listed on the signature pages hereof as the Initial Issuing Bank (the
"Initial Issuing Bank"), NationsBank, N.A. ("NationsBank"), as administrative
and collateral agent (together with any successor administrative and collateral
agent appointed pursuant to Article VII, the "Administrative Agent") for the
Lender Parties (as hereinafter defined), and NationsBanc Montgomery Securities
LLC ("NMS"), as arranger and syndication agent (the "Syndication Agent";
together with the Administrative Agent, the "Agents") for the Lender Parties.

PRELIMINARY STATEMENTS:

                  (1) Kohlberg Kravis Roberts & Co., L.P. and/or its Affiliates
(as hereinafter defined) (collectively, "KKR") and WCAS organized MedCath
Holdings, Inc., a newly created single purpose Delaware corporation (the
"Parent") that, in turn, organized the Borrower and MCTH Acquisition, Inc.
("MCTH"), a North Carolina corporation, the latter to be merged with and into
Medcath Incorporated, a North Carolina corporation.

                  (2) Pursuant to the Agreement and Plan of Merger dated March
12, 1998 (as amended (as defined in Section 1.02), the "Merger Agreement") among
MCTH, the Parent and the Borrower, the Borrower has agreed to consummate a
merger (the "Merger") with MCTH in which the Borrower will be the surviving
corporation.

                  (3) The Borrower has requested that, concurrently with the
consummation of the Merger, the Lender Parties lend to the Borrower up to
$33,000,000 to pay to the holders (other than the Borrower) of the Company Stock
(as hereinafter defined) a portion of the cash consideration for their shares in
the Merger, pay transaction fees and expenses and refinance in part certain
Existing Debt (as hereinafter defined), and that, from time to time, the Lender
Parties lend to the Borrower and issue Letters of Credit (as hereinafter
defined) for the account of the Borrower to provide working capital for the
Borrower and its Subsidiaries. The Lender Parties have indicated their
willingness to agree to lend such amounts on the terms and conditions of this
Agreement.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:



<PAGE>   6


                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.01. Certain Defined Terms. The following terms have
the following meanings:

                  "Additional Hospital" means the hospital designated as the
"Additional Hospital" by the Borrower in accordance with the provisions of
Section 5.02(j).

                  "Administrative Agent" has the meaning specified in the
recital of parties to this Agreement.

                  "Administrative Agent's Account" means the account of the
Administrative Agent maintained by the Administrative Agent with NationsBank at
its office at 101 South Tryon Street, Charlotte, North Carolina 28255, Account
No. 000650550269, Attention: Charles R. Dickerson, or such other account
maintained by the Administrative Agent and designated by the Administrative
Agent as such in a written notice to the Borrower and each of the Lender
Parties.

                  "Advance" means a Working Capital Advance or a Letter of
Credit Advance, as the context may require.

                  "Affiliate" means, with respect to any Person, any other
Person that, directly or indirectly, controls, is controlled by or is under
common control with such Person or is a director or officer of such Person. For
purposes of this definition, the term "control" (including the terms
"controlling", "controlled by" and "under common control with") of a Person
means the possession, direct or indirect, of the power to vote 10% or more of
the Voting Interests of such Person or to direct or cause the direction of the
management and policies of such Person, whether through the ownership of Voting
Interests, by contract or otherwise.

                  "Agents" has the meaning specified in the recital of parties
to this Agreement.

                  "Agreement Value" means, for any Hedge Agreement on any date
of determination, an amount equal to the greater of (a) the amount, if any, that
would be payable by any Loan Party, or any of its Subsidiaries in respect of
"agreement value" as though such Hedge Agreement were terminated on such date,
calculated as provided in the International Swap Dealers Association Inc. Code
of Standard Wording, Assumptions and Provisions for Swaps, 1992 Edition, and (b)
mark-to-market, in which the unrealized gain (or loss) on such Hedge Agreement
is calculated as the amount by which the present value of the future cash flows
to be received exceeds (or is less than) the present value of the future cash
flows to be paid pursuant to such Hedge Agreement.



                                       2
<PAGE>   7

                  "Applicable Lending Office" means (a) with respect to the
Issuing Bank, the Issuing Bank's Base Rate Lending Office for all purposes of
this Agreement and (b) with respect to each other Lender Party, such Lender
Party's Base Rate Lending Office in the case of a Base Rate Advance and such
Lender Party's Eurodollar Lending Office in the case of a Eurodollar Rate
Advance.

                  "Applicable Margin" means (a) at any time during the period
from the date of this Agreement through the date on which the Consolidated
financial statements of the Borrower and its Subsidiaries for the fiscal quarter
of the Borrower ending December 31, 1998 are delivered to the Lender Parties
pursuant to Section 5.03(c), 0.75% per annum for Base Rate Advances and 2.00%
per annum for Eurodollar Rate Advances and (b) at any time and from time to time
thereafter, a percentage per annum equal to the applicable percentage set forth
below for the Performance Level set forth below:

------------------------- --------------------------- -----------------------
                                                            EURODOLLAR RATE
 PERFORMANCE LEVEL            BASE RATE ADVANCES                ADVANCES
------------------------- --------------------------- -----------------------
         I                          0.00%                        0.875%
------------------------- --------------------------- -----------------------
        II                          0.00%                        1.00%
------------------------- --------------------------- -----------------------
        III                         0.00%                        1.25%
------------------------- --------------------------- -----------------------
        IV                          0.25%                        1.50%
------------------------- --------------------------- -----------------------
         V                          0.50%                        1.75%
------------------------- --------------------------- -----------------------
        VI                          0.75%                        2.00%
------------------------- --------------------------- -----------------------
        VII                         1.00%                        2.25%
------------------------- --------------------------- -----------------------

For purposes of clause (b) of the immediately preceding sentence, the Applicable
Margin for each Advance shall be determined by reference to the Performance
Level in effect from time to time.

                  "Applicable Percentage" means, with respect to the Commitment
Fee, (a) at any time during the period from the date of this Agreement through
the date on which the Consolidated financial statements of the Borrower and its
Subsidiaries for the fiscal quarter of the Borrower ending December 31, 1998 are
delivered to the Lender Parties pursuant to Section 5.03(c), 0.375% per annum
and (b) at any time and from time to time thereafter, a percentage per annum
equal to the applicable percentage set forth below for the Performance Level set
forth below:


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<PAGE>   8

---------------------------------- ----------------------------------
        PERFORMANCE LEVEL                   COMMITMENT FEE
---------------------------------- ----------------------------------
                I                                0.25%
---------------------------------- ----------------------------------
               II                                0.25%
---------------------------------- ----------------------------------
               III                               0.25%
---------------------------------- ----------------------------------
               IV                               0.325%
---------------------------------- ----------------------------------
                V                               0.375%
---------------------------------- ----------------------------------
               VI                               0.375%
---------------------------------- ----------------------------------
               VII                              0.425%
---------------------------------- ----------------------------------

For purposes of clause (b) of the immediately preceding sentence, the Applicable
Percentage for the Commitment Fee shall be determined by reference to the
Performance Level in effect from time to time.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender Party and an Eligible Assignee, and accepted by the
Administrative Agent, in accordance with Section 8.07 and in substantially the
form of Exhibit C hereto.

                  "Available Additional Amount" means, as of any date of
determination, an amount equal to (a) the sum of (i) the amount of any capital
contributions and proceeds of equity issuances received in cash by the Borrower
during the period from the Closing Date to such date and (ii) 50% of cumulative
Consolidated Net Income of the Borrower for the period from the Closing Date to
the end of the fiscal quarter most recently ended prior to such date for which
financial statements have been delivered pursuant to Section 5.03(b) or (c),
less (b) any of the foregoing amounts used prior to such date for investments
pursuant to Section 5.02(e)(xii).

                  "Available Amount" of any Letter of Credit means, at any time,
the maximum amount available to be drawn under such Letter of Credit at such
time (assuming compliance at such time with all conditions to drawing).

                  "Bank Hedge Agreement" means any interest rate Hedge Agreement
required or permitted under Article V that is entered into by and between the
Borrower and any Hedge Bank.

                  "Bankruptcy Code" means the Federal Bankruptcy Reform Act of
1978 (11 U.S.C.ss.101, et seq.).

                  "Base Rate" means a fluctuating interest rate per annum in
effect from time to time, which rate per annum shall at all times be equal to
the higher of:


                                       4
<PAGE>   9

                  (a) the rate of interest established by NationsBank from time
         to time as its prime rate (which rate of interest may not be the lowest
         rate of interest charged by NationsBank to its customers); and

                  (b) the Federal Funds Rate plus 0.50%.

                  "Base Rate Advance" means an Advance that bears interest as
provided in Section 2.07(a)(i).

                  "Base Rate Lending Office" means, with respect to each of the
Lender Parties, the office of such Lender Party specified as its "Base Rate
Lending Office" opposite its name on Schedule I hereto or in the Assignment and
Acceptance pursuant to which it became a Lender Party, as the case may be, or
such other office of such Lender Party as such Lender Party may from time to
time specify to the Borrower and the Administrative Agent for such purpose.

                  "Borrower" has the meaning specified in the recital of the
parties to this Agreement.

                  "Borrower's Account" means the account of the Borrower
maintained by the Borrower with NationsBank at its office at Charlotte, NC,
28255, Account No. 000650728761, Reference: 053000196, Attention: Tammy Geis, or
such other account of the Borrower as is agreed from time to time in writing
between the Borrower and the Administrative Agent.

                  "Borrower's Percentage" means, with respect to an Included
Entity on any date of determination, the aggregate percentage of the Capital
Stock of such Included Entity owned (directly or indirectly) by the Borrower and
its Subsidiaries on such date or, if greater, the percentage of such Included
Entity's Debt represented by the portion thereof included in Consolidated Total
Debt of the Borrower.

                  "Business Day" means a day of the year on which banks are not
required or authorized by law to close in Charlotte, North Carolina and, if the
applicable Business Day relates to any Eurodollar Rate Advances, on which
dealings are carried on in the London interbank market.

                  "Capital Expenditures" means, for any period, the aggregate of
all expenditures (whether paid in cash or accrued as liabilities and including
in all events all amounts expended or capitalized under Capitalized Leases, but
excluding any amount representing capitalized interest) by the Borrower and its
Subsidiaries during such period that, in conformity with GAAP, are or are
required to be included as additions during such period to property, plant or
equipment reflected in the Consolidated balance sheet of the Borrower and its
Subsidiaries; provided, however, that the term "Capital Expenditures" shall not
include (a) expenditures made in connection with the replacement, substitution
or restoration of assets to the extent financed (i) from insurance



                                       5
<PAGE>   10

proceeds paid on account of the loss of or damage to the assets being replaced
or restored and to the extent such replacement, substitution or restoration
occurs within 12 months of the related loss or damage or (ii) with awards of
compensation arising from the taking by eminent domain or condemnation of the
assets being replaced, (b) the purchase price of equipment that is purchased
simultaneously with the trade-in of existing equipment to the extent that the
gross amount of such purchase price is reduced by the credit granted by the
seller of such equipment for the equipment being traded at such time, (c) the
purchase of plant, property or equipment made within 12 months of the sale of
any asset to the extent purchased with the proceeds of such sale and (d) any
additions to plant, property or equipment resulting from Permitted Acquisitions.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock of, or ownership interests in, such Person,
including if such Person is a partnership, partnership interests (whether
general or limited) and any other similar interest or participation that confers
on a person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

                  "Capitalized Lease" means any lease with respect to which the
lessee is required to record a capital lease obligation in accordance with GAAP.

                  "Capitalized Lease Liabilities" means all obligations under
Capitalized Leases of the Borrower or any of its Subsidiaries, in each case
taken at the amount thereof accounted as a capital lease obligation in
accordance with GAAP.

                  "Cash Equivalents" means any of the following types of
Investments, to the extent owned by the Borrower or any of its Subsidiaries free
and clear of all Liens (other than Liens created under the Collateral
Documents):

                  (a) securities issued or unconditionally guaranteed by the
         United States government or any agency or instrumentality thereof, in
         each case having maturities of not more than 24 months from the date of
         acquisition thereof;

                  (b) securities issued by any state of the United States of
         America or any political subdivision of any such state or any public
         instrumentality thereof having maturities of not more than 24 months
         from the date of acquisition thereof, and at the time of acquisition,
         having an investment grade rating generally obtainable from either
         Rating Agency (or, if at any time neither Rating Agency shall be rating
         such obligations, then from another nationally recognized rating
         agency);

                  (c) commercial paper issued by any Lender or any holding
         company owning any Lender;


                                       6
<PAGE>   11

                  (d) commercial paper maturing no more than 12 months after the
         date of creation thereof and, at the time of acquisition, having a
         rating of at least A-2 or P-2 from either Rating Agency (or if at any
         time neither Rating Agency shall be rating such obligations, then from
         another nationally recognized rating agency);

                  (e) domestic and eurodollar certificates of deposit or
         banker's acceptances maturing no more than one year after the date of
         acquisition thereof issued by any Lender or any other banks having
         combined capital and surplus of not less than $250,000,000 (or, in the
         case of foreign banks, the Dollar equivalent thereof);

                  (f) repurchase agreements with a term of not more than 30 days
         for underlying securities of the type described in clauses (a), (b) and
         (e) above entered into with any bank meeting the qualifications
         specified in clause (e) above or securities dealers of recognized
         national standing; and

                  (g) shares of investment companies that are registered under
         the Investment Company Act of 1940 and invest solely in one or more of
         the types of securities described in clauses (a) through (f) above.

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time.

                  "CERCLIS" means the Comprehensive Environmental Response,
Compensation and Liability Information System maintained by the U.S.
Environmental Protection Agency.

                  "Change of Control" means and shall be deemed to have occurred
if (a)(i), KKR, WCAS, their Affiliates and the management of the Borrower shall
at any time not own, in the aggregate, directly or indirectly, beneficially and
of record, at least 35% of the outstanding Voting Stock of the Borrower (other
than as of the result of one or more widely distributed offerings of common
stock of the Borrower or Parent, in each case whether by the Parent or the
Borrower or by KKR, WCAS, their Affiliates or the management of the Borrower)
and/or (ii) any person, entity or "group" (within the meaning of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended) shall at any time
have acquired direct or indirect beneficial ownership of a percentage of the
outstanding Voting Stock of the Borrower that exceeds the percentage of such
Voting Stock then beneficially owned, in the aggregate, by KKR, WCAS, their
Affiliates and the management of the Borrower unless in the case of either
clause (i) or (ii) above, KKR, WCAS, their Affiliates and the management of the
Borrower have, at such time, the right or the ability by voting power, contract
or otherwise to elect or designate for election a majority of the Board of
Directors of the Borrower; or (b) at any time Continuing Directors shall not
constitute a majority of the Board of Directors of the Borrower.


                                       7
<PAGE>   12

                  "Closing Date" means the date on the which the initial Working
Capital Borrowing is first made hereunder or, if earlier, the date on which the
initial Letter of Credit is first issued hereunder.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and the rulings issued
thereunder.

                  "Collateral" means all of the "Collateral" as defined in the
Collateral Documents.

                  "Collateral Documents" means, collectively, the Pledge
Agreement and each of the other agreements that creates or purports to create a
Lien in favor of the Administrative Agent for the benefit of the Secured
Parties.

                  "Commitment" means a Working Capital Commitment or a Letter of
Credit Commitment, as the context may require.

                  "Commitment Fee" has the meaning specified in Section 2.08(a).

                  "Company Stock" means the common stock, par value $.01 per
share, of the Borrower.

                  "Confidential Information" has the meaning specified in
Section 8.11.

                  "Confidential Information Memorandum" means the information
memorandum dated June 1998, used by the Syndication Agent in connection with the
syndication of the Commitments.

                  "Consolidated" refers to the consolidation of accounts in
accordance with GAAP.

                  "Consolidated EBITDA" means, with respect to any Person for
any Period, the sum for such period of (a) Consolidated Net Income plus (b) to
the extent deducted in arriving at such Consolidated Net Income, the sum,
without duplication, of (i)cash and non-cash interest expense, (ii) taxes
computed on the basis of income, (iii) depreciation expense, (iv) amortization
expense, including amortization of deferred financing fees, (v) any expenses or
charges resulting from the Merger or from any equity offering or incurrence of
Debt, (vi) non-cash charges, (vii) any deduction for minority interest expense,
(viii) any fees and expenses related to Permitted Acquisitions and (ix)
non-recurring charges minus (c) to the extent included in such Consolidated Net
Income, the sum, without duplication, of (i) non-recurring gains and (ii)
non-cash gains, in each case as determined on a consolidated basis for such
Person and its Subsidiaries in accordance with GAAP; provided, however, that
there shall be included in determining Consolidated EBITDA for any period, with
respect to any Person, business or assets acquired in connection with a
Permitted Acquisition during such period, the amount that would have been
calculated as



                                       8
<PAGE>   13

"Consolidated EBITDA" for such Person, business or assets as if such Permitted
Acquisition had been consummated on the first day of such period.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, cash interest expense (including that attributable to
Capitalized Leases in accordance with GAAP), net of cash interest income, of
such Person on a consolidated basis with respect to all outstanding Debt of such
Person, including all commissions, discounts and other fees and charges owed
with respect to letters of credit and banker's acceptance financing and net
costs under Hedge Agreements, but excluding, however, amortization of deferred
financing costs and any other amounts of non-cash interest, all as calculated on
a consolidated basis in accordance with GAAP; provided, however, that
"Consolidated Interest Expense" shall not include any such cash interest expense
in respect of a hospital until the earlier of (i) the twelve-month anniversary
of the date on which Medicare certification shall have been received by the
Borrower or its Subsidiaries or an Included Entity in respect of such hospital
and (ii) the twenty-seven month anniversary of the date of the acquisition of,
or the commencement of construction in respect of, such hospital.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the net income of such Person for such period
on a consolidated basis, determined in accordance with GAAP; provided, however,
that (i) any net after-tax extraordinary gains or losses (less all fees and
expenses relating thereto) shall be excluded, (ii) any net after-tax gains or
losses (less all fees and expenses relating thereto) attributable to asset
dispositions other than in the ordinary course of business shall be excluded,
(iii) the net income for such period of any Person that is not a Subsidiary of
such Person (other than any Included Entity) in respect of whom the calculation
is being made or that is accounted for by the equity method of accounting shall
be included only to the extent of dividends or distributions or other payments
paid in cash (or to the extent converted into cash) to such Person or a wholly
owned Subsidiary (except for directors' qualifying shares) of such Person in
respect of such period, (iv) the net income for such period of any Included
Entity shall be excluded and (v) any net currency loss (gain) shall be excluded.

                  "Consolidated Total Debt" means, with respect to any Person at
any time, the sum of all amounts comprising items (a), (c), (e), (f) (to the
extent in respect of drawn but unreimbursed letters of credit or matured but
unreimbursed banker's acceptances) and (h) (to the extent such amounts relate to
items (a), (c), (e) and (f) (to the extent in respect of drawn but unreimbursed
letters of credit or matured but unreimbursed banker's acceptances) of the
definition of "Debt" for an Included Entity and its Subsidiaries at such time)
of the definition of "Debt" for such Person and its Subsidiaries at such time,
determined on a consolidated basis in accordance with GAAP; provided, however,
that "Consolidated Total Debt" shall not include any such Debt in respect of the
acquisition or construction of a hospital until the earlier of (i) the
twelve-month anniversary of the date on which the relevant Subsidiary or
Included Entity shall have received Medicare Certification in respect of such
hospital and (ii) the twenty-seven month anniversary of the date of such
acquisition or the commencement of such construction.



                                       9
<PAGE>   14

                  "Constitutive Documents" means, with respect to any Person,
the certificate of incorporation or registration, articles of incorporation or
association, memorandum of association, charter, bylaws, partnership agreement,
trust agreement, joint venture agreement, limited liability company operating or
members agreement, joint venture agreement or one or more similar agreements,
instruments or documents constituting the organization or formation of such
Person.

                  "Contingent Obligation" means any Debt described in item (h)
of the definition of "Debt".

                  "Continuing Director" means, at any date, an individual (a)
who is a member of the Board of Directors of the Parent or the Borrower on the
Closing Date, (b) who, as at such date, has been a member of such Board of
Directors for at least the 12 preceding months (or, for the period comprising
the first 12 months after the Closing Date, has been a member of such Board of
Directors at least since the Closing Date), or (c) who has been nominated to be
a member of such Board of Directors, directly or indirectly, by KKR, WCAS, or
Persons nominated by KKR or WCAS or has been nominated to be a member of such
Board of Directors by a majority of the other Continuing Directors then in
office.

                  "Contractual Obligation" means, as to any Person, any
provision of any security issued by such Person or of any agreement,
undertaking, contract, indenture, mortgage, deed of trust or other instrument,
document or agreement to which such Person is a party or by which it or any of
its property is bound.

                  "Conversion", "Convert" and "Converted" each refer to a
conversion of Advances of one Type into Advances of the other Type pursuant to
Section 2.09.

                  "Credit Extension Date" means any date on which a Working
Capital Borrowing or the issuance of a Letter of Credit occurs under Section
2.02 or 2.03, respectively.

                  "Debt" means, with respect to any Person (without
duplication), (a) all indebtedness of such Person for borrowed money, (b) all
Obligations of such Person for the deferred purchase price of property or
services (other than trade payables incurred in the ordinary course of such
Person's business), (c) all Obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all Obligations of such
Person created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of
default are limited to repossession or sale of such property), it being
understood that if such Person has not assumed or otherwise become liable for
such Obligations, the amount of the Debt of such Person in connection therewith
shall be limited to the lesser of the face amount of the related Obligations or
the fair market value of all property securing such Obligations, (e) all
Capitalized Lease Liabilities, (f) all Obligations, contingent or otherwise, of
such Person under acceptance, letter of credit or similar facilities, (g) all
Obligations of such Person in respect of Hedge Agreements, take-or-pay
agreements or other similar arrangements, (h) all Debt of others



                                       10
<PAGE>   15

referred to in clauses (a) through (g) above or clause (i) below guaranteed
directly or indirectly in any manner by such Person, or in effect guaranteed
directly or indirectly by such Person through an agreement (i) to pay or
purchase such Debt or to advance or supply funds for the payment or purchase of
such Debt, (ii) to purchase, sell or lease (as lessee or lessor) property, or to
purchase or sell services, primarily for the purpose of enabling the debtor to
make payment of such Debt or to assure the holder of such Debt against loss,
(iii) to supply funds to, or in any other manner invest in, the debtor
(including any agreement to pay for property or services irrespective of whether
such property is received or such services are rendered) or (iv) otherwise to
assure a Creditor against loss; provided that any such guaranteed Obligations
shall not include endorsements of instruments for deposit or collection in the
ordinary course of business, and (i) all Debt referred to in clauses (a) through
(h) above of another Person secured by (or for which the holder of such Debt has
an existing right, contingent or otherwise, to be secured by) any Lien on
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Debt; provided, however, that the amount of Debt of such Person
under clauses (h) and (i) above shall (subject to any Obligation set forth
therein) be deemed to be the principal amount of the Debt guaranteed or secured
thereby and, with respect to any Lien on property of such Persons described in
clause (i) above, if such Person has not assumed or otherwise become liable for
any such Debt, the amount of the Debt of such Person in connection therewith
shall be limited to the lesser of the face amount of such Debt or the fair
market value of all property of such Person securing such Debt.

                  "Default" means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.

                  "Defaulted Advance" means, with respect to any Lender Party at
any time, the portion of any Advance required to be made by such Lender Party to
the Borrower pursuant to Section 2.01 or 2.02 at or prior to such time which has
not been made by such Lender Party or by the Administrative Agent for the
account of such Lender Party pursuant to Section 2.02(e) as of such time. In the
event that a portion of a Defaulted Advance shall be deemed made pursuant to
Section 2.15(a), the remaining portion of such Defaulted Advance shall be
considered a Defaulted Advance originally required to be made pursuant to
Section 2.01 on the same date as the Defaulted Advance so deemed made in part.

                  "Defaulted Amount" means, with respect to any Lender Party at
any time, any amount required to be paid by such Lender Party to the
Administrative Agent, the Borrower or any other Lender Party hereunder or under
any other Loan Document at or prior to such time which has not been so paid as
of such time, including, without limitation, any amount required to be paid by
such Lender Party to (a) the Issuing Bank pursuant to Section 2.03(c) to
purchase a portion of a Letter of Credit Advance made by the Issuing Bank, (b)
the Administrative Agent pursuant to Section 2.02(e) to reimburse the
Administrative Agent for the amount of any Advance made by the Administrative
Agent for the account of such Lender Party, (c) any other Lender Party pursuant
to Section 2.13 to purchase any participation in Advances owing to such other
Lender Party and (d) the Administrative Agent or the Issuing Bank pursuant to
Section 7.05 to



                                       11
<PAGE>   16

reimburse the Administrative Agent or the Issuing Bank for such Lender Party's
ratable share of any amount required to be paid by the Lender Parties to the
Administrative Agent or the Issuing Bank as provided therein. In the event that
a portion or a Defaulted Amount shall be deemed paid pursuant to Section
2.15(b), the remaining portion of such Defaulted Amount shall be considered a
Defaulted Amount originally required to be paid hereunder or under any other
Loan Document on the same date as the Defaulted Amount so deemed paid in part.

                  "Defaulting Lender" means, at any time, any Lender Party that,
at such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall
take any action or be the subject of any action or proceeding of a type
described in Section 6.0 l(f).

                  "Diagnostics" means MedCath Diagnostics, Inc., a North
Carolina corporation.

                  "Dollars", "dollars" and "$" each mean lawful money of the
United States.

                  "Eligible Assignee" means and includes each Lender (and any
Affiliate thereof), any commercial bank, any financial institution, any fund
that is regularly engaged in making, purchasing or investing in loans or any
Person that would satisfy the requirements of an "accredited investor" (as
defined in SEC Regulation D, but excluding a natural person), in each case which
is not a direct competitor of the Borrower or engaged in the same or similar
business as the Borrower or any of its respective Subsidiaries and is not an
Affiliate of any such competitors of the Borrower or any of its respective
Subsidiaries.

                  "Environmental Action" means any action, suit, written demand,
demand letter, written claim, notice of noncompliance or violation, notice of
liability or potential liability, investigation, proceeding, consent order or
consent agreement relating in any way to any Environmental Law, any
Environmental Permit or Hazardous Materials or arising from alleged injury or
threat to health as relating to the environment, including, without limitation,
(a) by any Governmental Authority for enforcement, cleanup, removal, response,
remedial or other actions or damages and (b) by any Governmental Authority or
any other Person for damages, contribution, indemnification, cost recovery,
compensation or injunctive relief.

                  "Environmental Law" means any applicable federal, state, local
or foreign statute, law, ordinance, rule, regulation, code, order, writ,
judgment, injunction or decree relating to pollution or protection of the
environment, health as relating to the environment, including, without
limitation, those relating to the use, handling, transportation, treatment,
storage, disposal, release or discharge of Hazardous Materials.

                  "Environmental Permit" means any permit, approval,
identification number, license or other authorization required under any
Environmental Law.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and the
rulings issued thereunder.



                                       12
<PAGE>   17

Section references to ERISA are to ERISA as in effect on the date of this
Agreement and any subsequent provisions of ERISA amendatory thereof,
supplemental thereto or substituted therefor.

                  "ERISA Affiliate" means each person (as defined in Section
3(9) of ERISA) that together with any Loan Party would be deemed to be a "single
employer" within the meaning of Section 414(b) or (c) of the Internal Revenue
Code or, solely for purposes of Section 302 of ERISA and Section 412 of the
Internal Revenue Code, is treated as a single employer under Section 414 of the
Internal Revenue Code.

                  "ERISA Event" means (a) (i) the occurrence of a reportable
event, within the meaning of Section 4043 of ERISA, with respect to any Plan
unless the 30-day notice requirement with respect to such event has been waived
by the PBGC or (ii) the requirements of paragraph (1) of Section 4043(b) of
ERISA (without regard to paragraph (2) of such Section) are met with respect to
a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan,
and an event described in paragraph (9), (10), (11), (12) or (13) of Section
4043(c) of ERISA could reasonably be expected to occur with respect to such Plan
within the following 30 days; (b) the application for a minimum funding waiver
with respect to a Plan; (c) the provision by the administrator of any Plan of a
notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA
(including any such notice with respect to a plan amendment referred to in
Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any
Loan Party or any ERISA Affiliate in the circumstances described in Section
4062(e) of ERISA; (e) the partial or complete withdrawal by any Loan Party or
any ERISA Affiliate from a Multiple Employer Plan during a plan year for which
it was a substantial employer, as defined in Section 4001 (a)(2) of ERISA, (f)
the conditions for imposition of a lien under Section 302(f) of ERISA shall have
been met with respect to any Plan; (g) the adoption of an amendment to a Plan
requiring the provision of security to such Plan pursuant to Section 307 of
ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan
pursuant to Section 4042 of ERISA, or the occurrence of any event or condition
described in Section 4042 of ERISA, that constitutes grounds for the termination
of, or the appointment of a trustee to administer, such Plan.

                  "Eurocurrency Liabilities" has the meaning specified in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

                  "Eurodollar Lending Office" means, with respect to each of the
Lenders, the office of such Lender specified as its "Eurodollar Lending Office"
opposite its name on Schedule I hereto or in the Assignment and Acceptance
pursuant to which it became a Lender, as the case may be (or, if no such office
is specified, its Base Rate Lending Office), or such other office of such Lender
as such Lender may from time to time specify to the Borrower and the
Administrative Agent for such purpose.

                  "Eurodollar Rate" means, for any Interest Period for all
Eurodollar Rate Advances comprising part of the same Working Capital Borrowing,
an interest rate per annum equal to the



                                       13
<PAGE>   18

rate per annum at which deposits in U.S. dollars appear on page 3750 (or any
successor page thereto) of the Dow Jones Telerate Screen two Business Days
before the first day of such Interest Period and for a term comparable to such
Interest Period or, if such rate does not so appear on the Dow Jones Telerate
Screen on any date of determination, on the Reuters Screen LIBO Page two
Business Days before the first day of such Interest Period and for a term
comparable to such Interest Period; provided, however, that if the Reuters
Screen LIBO Page is being used to determine the Eurodollar rate at any date of
determination and more than one rate is specified thereon from deposits in U.S.
dollars, the applicable rate shall be the average of all such rates (rounded
upward, if necessary, to the nearest whole multiple of 1/100 of 1% per annum).

                  "Eurodollar Rate Advance" means an Advance that bears interest
as provided in Section 2.7(a)(ii).

                  "Eurodollar Rate Reserve Percentage" for any Interest Period
for the Eurodollar Rate Advances made by a Lender means the reserve percentage
applicable two Business Days before the first day of such Interest Period under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for such Lender, if a member bank of the Federal
Reserve System, with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (or with respect to any other category of liabilities
that includes deposits by reference to which the interest rate on Eurodollar
Rate Advances is determined) having a term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Exchange Act" means the Securities Exchange Act of 1934, and
regulations promulgated thereunder.

                  "Existing Debt" means Debt of the Borrower and its
Subsidiaries outstanding immediately before giving effect to the Merger.

                  "Facility" means the Working Capital Facility or the Letter of
Credit Facility, as the context may require.

                  "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates (rounded upward, if necessary, to the nearest whole
multiple of 1/100 of 1% per annum) on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day that is a Business Day, the average
of the quotations for such day for such transactions


                                       14
<PAGE>   19

received by the Administrative Agent from three federal funds brokers of
recognized standing selected by it.

                  "Fiscal Quarter" means any quarter of a Fiscal Year.

                  "Fiscal Year" means, with respect to the Borrower or any of
its Subsidiaries, the period commencing on October 1 in any calendar year and
ending on the next succeeding September 30.

                  "FRB" means the Board of Governors of the Federal Reserve
System, and any Governmental Authority succeeding to any of its principal
functions.

                  "GAAP" has the meaning specified in Section 1.03.

                  "Governmental Authority" means any nation or government, any
state, province, city, municipal entity or other political subdivision thereof,
and any governmental, executive, legislative, judicial, administrative or
regulatory agency, department, authority, instrumentality, commission, board or
similar body, whether federal, state, provincial, territorial, local or foreign.

                  "Guarantee Supplement" has the meaning specified in Section
7(b) of the Guaranty.

                  "Guarantor Subsidiary" means Diagnostics, Physician Management
and each other Subsidiary of the Borrower (other than a Subsidiary that owns,
operates or manages a hospital, medical practice or diagnostic facility) which
is not a "controlled foreign corporation" under Section 957 of the Code and in
respect of which the Borrower or any of its Subsidiaries own (directly or
indirectly) at least 80% of the Capital Stock of such Subsidiary.

                  "Guarantors" means, collectively, at any time, each Guarantor
Subsidiary of the Borrower at such time.

                  "Guaranty" has the meaning specified in Section 3.01 (h)(vii).

                  "Hazardous Materials" means (a) petroleum or petroleum
products, by-products or breakdown products, radioactive materials,
asbestos-containing materials, polychlorinated biphenyls and radon gas and (b)
any other chemicals, materials or substances designated, classified or regulated
as hazardous or toxic or as a pollutant or contaminant under any Environmental
Law.

                  "Hedge Agreements" means, collectively, interest rate swap,
cap or collar agreements, interest rate future or option contracts, currency
swap agreements, currency future or option contracts and other similar
agreements.


                                       15
<PAGE>   20

                  "Hedge Bank" means any Lender Party or an Affiliate of a
Lender Party in its capacity as a party to a Bank Hedge Agreement.

                  "Included Entity" means each Person (other than a Subsidiary
of the Borrower) that directly owns, operates or manages heart hospitals and
related facilities or diagnostic facilities in which the Borrower or one or more
of its Subsidiaries owns and controls beneficially, either directly or
indirectly, a portion of the Capital Stock of such Person.

                  "Indemnified Party" has the meaning specified in Section
8.04(b).

                  "Initial Issuing Bank" has the meaning specified in the
recital of parties to this Agreement.

                  "Initial Lenders" has the meaning specified in the recital of
parties to this Agreement.

                  "Insufficiency" means, with respect to any Plan, the amount,
if any, of its unfunded benefit liabilities, as defined in Section 4001 (a)(18)
of ERISA.

                  "Interest Coverage Ratio" means, at any date of determination,
the ratio of (a) the sum of Consolidated EBITDA of the Borrower and its
Subsidiaries for the four Fiscal Quarters ended at the end of the most recently
ended Fiscal Quarter of the Borrower for which financial statements are required
to be delivered to the Lender Parties pursuant to Section 5.03(b) or (c) plus,
in respect of each Included Entity on such date, an amount equal to the
Borrower's Percentage of the Consolidated EBITDA of such Included Entity and its
Subsidiaries for such four Fiscal Quarter period, to (b) the sum of Consolidated
Interest Expense of the Borrower and its Subsidiaries for such four Fiscal
Quarter period plus, in respect of each Included Entity on such date, an amount
equal to the Borrower's Percentage of the Consolidated Interest Expense of such
Included Entity and its Subsidiaries for such four Fiscal Quarter period;
provided, however, that the amount referred to in clause (a) above shall not
include any Consolidated EBITDA in respect of any hospital until the earlier of
(i) the twelve-month anniversary of the date on which Medicare certification
shall have been received by the Borrower or its Subsidiaries or an Included
Entity in respect of such hospital and (ii) the twenty-seven month anniversary
of the date of the acquisition of, or the commencement of construction in
respect of, such hospital.

                  "Interest Period" means, for each Eurodollar Rate Advance
comprising part of the same Working Capital Borrowing, the period commencing on
the date of such Eurodollar Rate Advance or the date of the Conversion of any
Base Rate Advance into such Eurodollar Rate Advance, and ending on the last day
of the period selected by the Borrower pursuant to the provisions below and,
thereafter, each subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the last day of the period selected by
the Borrower pursuant to the provisions below. The duration of each such
Interest Period shall be one, two, three or six months or, if available to all
of the Lender Parties, nine or twelve months,


                                       16
<PAGE>   21

as the Borrower may, upon notice received by the Administrative Agent not later
than 11:00 A.M. (Charlotte, North Carolina time) on the third Business Day prior
to the first day of such Interest Period, select; provided, however, that:

                  (a) the Borrower may not select any Interest Period with
         respect to any Eurodollar Rate Advance that ends after the Termination
         Date;

                  (b) whenever the last day of any Interest Period would
         otherwise occur on a day other than a Business Day, the last day of
         such Interest Period shall be extended to occur on the next succeeding
         Business Day, provided, however, that, if such extension would cause
         the last day of such Interest Period to occur in the next following
         calendar month, the last day of such Interest Period shall occur on the
         immediately preceding Business Day; and

                  (c) whenever the first day of any Interest Period occurs on a
         day of an initial calendar month for which there is no numerically
         corresponding day in the calendar month that succeeds such initial
         calendar month by the number of months equal to the number of months in
         such Interest Period, such Interest Period shall end on the last
         Business Day of such succeeding calendar month.

                  "Investment" means, with respect to any Person, any loan or
advance to such Person, any purchase or other acquisition of Capital Stock of,
or other obligations or other securities of, such Person, any capital
contribution to such Person or any other investment in such Person, including,
without limitation, any arrangement pursuant to which the investor incurs Debt
of the types referred to in clause (h) or (i) of the definition of "Debt" set
forth in this Section 1.01 in respect of such Person.

                  "Issuing Bank" means the Initial Issuing Bank and each other
Person to which the Letter of Credit Commitment hereunder has been assigned
pursuant to Section 8.07.

                  "KKR" has the meaning specified in the Preliminary Statements
to this Agreement.

                  "L/C Related Documents" has the meaning specified in Section
2.03(c)(ii)(A).

                  "Legal Requirements" means all applicable laws, roles, orders
and regulations made by any governmental body or regulatory authority having
jurisdiction over the Borrower or a Subsidiary.

                  "Lender Party" means any Lender or Issuing Bank.

                  "Lenders" means, collectively, the Initial Lenders and each
Person that becomes a Lender pursuant to Section 8.07.


                                       17
<PAGE>   22

                  "Letter of Credit" has the meaning specified in Section 2.01
(b).

                  "Letter of Credit Advance" means an advance made by the
Issuing Bank or any Lender pursuant to Section 2.03(c).

                  "Letter of Credit Agreement" has the meaning specified in
Section 2.03(a).

                  "Letter of Credit Commitment" means, with respect to the
Issuing Bank at any time, the amount set forth opposite the Issuing Bank's name
on Schedule I hereto under the caption "Letter of Credit Commitment" or, if the
Issuing Bank has entered into one or more Assignments and Acceptances, the
amount set forth for the Issuing Bank in the Register maintained by the
Administrative Agent pursuant to Section 8.07(d) as the Issuing Bank's "Letter
of Credit Commitment", as such amount may be reduced at or prior to such time
pursuant to Section 2.05.

                  "Letter of Credit Facility" means, at any time, an amount
equal to the amount of the Issuing Bank's Letter of Credit Commitment at such
time, as such amount may be reduced at or prior to such time pursuant to Section
2.05.

                  "Leverage Ratio" means, at any date of determination, the
ratio of (a) Consolidated Total Debt of the Borrower and its Subsidiaries as of
the end of the most recently ended Fiscal Quarter of the Borrower for which
financial statements are required to be delivered to the Lender Parties pursuant
to Section 5.03(b) or (c) to (b) the sum of Consolidated EBITDA of the Borrower
and its Subsidiaries for the four Fiscal Quarters ended at the end of such
Fiscal Quarter plus, in respect of each Included Entity on such date, an amount
equal to the Borrower's Percentage of the Consolidated EBITDA of such Included
Entity and its Subsidiaries for such four Fiscal Quarter period; provided,
however, that the amount referred to in clause (b) above shall not include any
EBITDA in respect of any hospital until the earlier of (i) the twelve-month
anniversary of the date on which Medicare certification shall have been received
by the Borrower or its Subsidiaries or an Included Entity in respect of such
hospital and (ii) the twenty-seven month anniversary of the date of the
acquisition of, or the commencement of construction in respect of, such
hospital.

                  "Lien" means, with respect to any Person, any mortgage, deed
of trust, pledge, security interest, hypothecation, charge, lien (statutory or
other), escrow or similar encumbrance of any kind, or any other type of similar
preferential arrangement (including any agreement to give any of the foregoing,
an conditional sale or other title retention agreement or any lease in the
nature thereof).

                  "Loan Documents" means, collectively, (i) this Agreement, (ii)
the Working Capital Notes, (iii) the Guaranty, (iv) the Collateral Documents and
(v) each Letter of Credit Agreement, in each case as amended, supplemented or
otherwise modified hereafter from time to time in accordance with the terms
thereof and Section 8.01.


                                       18
<PAGE>   23

                  "Loan Parties" means, collectively, the Parent, the Borrower
and each of the Guarantors.

                  "Margin Stock" has the meaning specified in Regulation U.

                  "Material Adverse Change" means any material adverse change in
the business, assets, operations, properties or financial condition of the
Borrower and its Subsidiaries taken as a whole.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, operations, properties or financial condition of the
Borrower and its Subsidiaries taken as a whole, (b) the rights and remedies of
the Administrative Agent or any Lender Party under any Loan Document or any
Related Document, taken as a whole or (c) the ability of the Loan Parties to
perform their Obligations under the Loan Documents and taken as a whole.

                  "Measurement Period" means, at any date of determination, the
most recently completed four consecutive fiscal quarters of the Borrower on or
immediately prior to such date or, if less than four consecutive fiscal quarters
of the Borrower have commenced and been completed since the initial Credit
Extension Date, the full fiscal quarters of the Borrower that have commenced and
been completed since such date, in each case for which financial statements have
been delivered to the Lender Parties pursuant to Section 5.03(b) or (c).

                  "Merger" has the meaning specified in the Preliminary
Statements to this Agreement.

                  "Merger Agreement" has the meaning specified in the
Preliminary Statements to this Agreement.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Multiemployer Plan" means a multiemployer plan (as defined in
Section 4001(a)(3) of ERISA) to which any Loan Party or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions.

                  "Multiple Employer Plan" means a single employer plan (as
defined in Section 4001(a)(15) of ERISA) that (a) is maintained for employees of
any Loan Party or any ERISA Affiliate and at least one Person other than the
Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of
which any Loan Party or any ERISA Affiliate could reasonably be expected to have
liability under Section 4064 or 4069 of ERISA in the event such plan has been or
were to be terminated.


                                       19
<PAGE>   24

                  "NationsBank" has the meaning specified in the recital of
parties to this Agreement.

                  "Net Cash Proceeds" means, with respect to any sale, lease,
transfer or other disposition of any property or asset (other than any property
or assets expressly permitted to be sold, leased, transferred or otherwise
disposed of pursuant to clause (i), (ii) or (iv) of Section 5.02(d)), or the
incurrence or issuance of any Debt (other than Debt expressly permitted to be
incurred or issued pursuant to Section 5.02(b)), by the Borrower or any
Subsidiary (that is not a Restricted Entity) or receipt by the Borrower or any
Subsidiary (that is not a Restricted Entity) from a Subsidiary that is a
Restricted Entity or from an Included Entity of dividends or distributions or
any other payments in respect of any such sale, lease, transfer or other
disposition of property or assets owned by such Restricted Entity or Included
Entity or any such incurrence or issuance of any Debt, the aggregate amount of
cash received from time to time (whether as initial consideration or through
payment or disposition of deferred consideration, but only as and when received)
by or on behalf of such Person for its own account in connection with any such
transaction, after deducting therefrom only (without duplication):

                  (a) fees, commissions, expenses, issuance costs, discounts and
         other costs paid by the Borrower or any of its Subsidiaries in
         connection with such transaction;

                  (b) the amount of taxes paid or estimated to be payable in
         connection with or as a result of such transaction;

                  (c) the amount of the outstanding principal amount of, premium
         or penalty, if any, and interest on any Debt (other than pursuant to
         the Facilities) that is required to be repaid under the terms thereof
         as a result of any such transaction; and

                  (d) the amount of any proceeds received from the sale, lease,
         transfer or other disposition of any assets pursuant to Section 5.02(d)
         to the extent that such proceeds are reinvested in the business within
         18 months following such sale, lease, transfer or other disposition;

provided, however, that in the event the amount of any estimated tax payable
described in clause (b) above exceeds the amount actually paid, the Borrower or
the applicable Subsidiary shall be deemed to have received Net Cash Proceeds in
an amount equal to such excess or reduction, at the time of payment of such
taxes; provided further that any portion of any proceeds received from the sale,
lease, transfer or other disposition of any assets pursuant to Section 5.02(d)
that has not been reinvested within such 18-month period shall (i) be deemed to
be Net Cash Proceeds of such sale, lease, transfer or disposition occurring on
the last day of such 18-month period and (ii) will be applied in accordance with
Section 2.06(b)(i).

                  "NMS" has the meaning specified in the recital of parties to
this Agreement.


                                       20
<PAGE>   25

                  "Notice of Borrowing" has the meaning specified in Section
2.02(a).

                  "Notice of Conversion" has the meaning specified in Section
2.09(a).

                  "Notice of Issuance" has the meaning specified in Section
2.03(a).

                  "Notice of Renewal" has the meaning specified in Section
2.01(b).

                  "Notice of Termination" has the meaning specified in Section
2.01(b).

                  "Obligation" means, with respect to any Person, any payment
obligation of such Person of any kind, including, without limitation, any
liability of such Person on any claim, whether or not the right of any creditor
to payment in respect of such claim is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, disputed, undisputed, legal,
equitable, secured or unsecured, and whether or not such claim is discharged,
stayed or otherwise affected by any proceeding referred to in Section 6.01(f).
Without limiting the generality of the foregoing, the Obligations of the Loan
Parties under the Loan Documents include (a) the obligation to pay principal,
interest, Letter of Credit commissions, charges, expenses, fees, attorneys' fees
and disbursements, indemnities and other amounts payable by any Loan Party under
any Loan Document and (b) the obligation of any Loan Party to reimburse any
amount in respect of any of the foregoing that any Lender Party, in its sole
discretion, may elect to pay or advance on behalf of such Loan Party.

                  "Other Taxes" has the meaning specified in Section 2.12(b).

                  "Parent" has the meaning specified in the Preliminary
Statements to this Agreement.

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
Governmental Authority succeeding to any of its principal functions under ERISA.

                  "Performance Level" means Performance Level I, Performance
Level II, Performance Level III, Performance Level IV, Performance Level V,
Performance Level VI or Performance Level VII, as the context may require. For
purposes of determining the Performance Level at any date of determination, no
change in the Performance Level shall be effective until three Business Days
after the date on which the Administrative Agent receives Consolidated financial
statements of the Borrower and its Subsidiaries pursuant to (and satisfying all
of the requirements of) Section 5.03(b) or (c) reflecting such change; provided,
however, that, if the Borrower has not submitted to the Administrative Agent all
of the information required under this clause (b) within three Business Days
after the date on which such information is otherwise required under Section
5.03(b) or (c), as the case may be, the Performance Level shall be deemed to be
at Performance Level VII for so long as such information has not been submitted.



                                       21
<PAGE>   26

                  "Performance Level I" means, at any date of determination,
that the Borrower shall have maintained a Leverage Ratio of less than 1.5:1 for
the most recently completed Measurement Period prior to such date.

                  "Performance Level II" means, at any date of determination,
that (a) the Performance Level does not meet the requirements of Performance
Level I and (b) the Borrower shall have maintained a Leverage Ratio of less than
or equal to 2.0:1 for the most recently completed Measurement Period prior to
such date.

                  "Performance Level III" means, at any date of determination,
that (a) the Performance Level does not meet the requirements of Performance
Level I or Performance Level II and (b) the Borrower shall have maintained a
Leverage Ratio of less than or equal to 2.5:1 for the most recently completed
Measurement Period prior to such date.

                  "Performance Level IV" means, at any date of determination,
that (a) the Performance Level does not meet the requirements of Performance
Level I, Performance Level II or Performance Level III and (b) the Borrower
shall have maintained a Leverage Ratio of less than or equal to 3.0:1 for the
most recently completed Measurement Period prior to such date.

                  "Performance Level V" means, at any date of determination,
that (a) the Performance Level does not meet the requirements of Performance
Level I, Performance Level II, Performance Level III or Performance Level IV and
(b) the Borrower shall have maintained a Leverage Ratio of less than or equal to
3.5:1 for the most recently completed Measurement Period prior to such date.

                  "Performance Level VI" means, at any date of determination,
that (a) the Performance Level does not meet the requirements of Performance
Level I, Performance Level II, Performance Level III, Performance Level IV or
Performance Level V and (b) the Borrower shall have maintained a Leverage Ratio
of less than or equal to 4.0:1 for the most recently completed Measurement
Period prior to such date.

                  "Performance Level VII" means, at any date of determination,
that the Performance Level does not meet the requirements of Performance Level
I, Performance Level II, Performance Level III, Performance Level IV,
Performance Level V or Performance Level VI.

                  "Permitted Acquisition" means an acquisition consummated in
compliance with the provisions of Section 5.02(e)(x).

                  "Permitted Liens" means such of the following Liens as to
which no execution, foreclosure or similar proceeding shall have been commenced
which, if determined adversely to the Borrower or any of its Subsidiaries would,
either individually or together with all other such Liens, reasonably be
expected to have a Material Adverse Effect: (a) Liens for taxes, assessments and
governmental charges or levies to the extent not required to be paid under
Section 5.01 (b)



                                       22
<PAGE>   27

hereof, (b) Liens imposed by law, such as materialmen's, mechanics', carriers',
workmen's and repairmen's Liens and other similar Liens arising in the ordinary
course of business outstanding at any time; (c) Liens arising from judgments or
decrees in circumstances not constituting an Event of Default under Section
6.01(g); (d) Liens incurred or deposits made in connection with workers'
compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money bonds
and other similar obligations incurred in the ordinary course of business; (e)
ground leases in respect of real property on which facilities owned or leased by
the Borrower or any of its Subsidiaries are located; (f) easements,
rights-of-way, restrictions, minor defects or irregularities in title and other
similar charges or encumbrances not interfering in any material respect with the
business of the Borrower and its Subsidiaries taken as a whole; (g) any interest
or title of a lessor or secured by a lessor's interest under any lease permitted
by this Agreement and any Liens arising from any financing statement filed in
connection with such lease; (h) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods; and (i) leases or subleases granted to
others not interfering in any material respect with the business of the Borrower
and its Subsidiaries, taken as a whole.

                  "Person" means an individual, partnership, corporation
(including a business trust), limited liability company, unlimited liability
company, joint stock company, trust, unincorporated association, joint venture
or other entity, or a government or any political subdivision or agency thereof.

                  "Physician Management" means MedCath Physician Management,
Inc., an Arizona corporation.

                  "Plan" means any multiemployer or single-employer plan, as
defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is or
was within any of the preceding five plan years maintained or contributed to by
(or to which there is or was an Obligation to contribute or to make payments of)
any Loan Party or an ERISA Affiliate.

                  "Pledge Agreement" has the meaning specified in Section
3.01(h)(vi).

                  "Pledge Agreement Supplement" has the meaning specified in
Section 16(c) of the Pledge Agreement.

                  "Pledged Debt" has the meaning specified in the Pledge
Agreement.

                  "Preferred Stock" means, with respect to any corporation,
capital stock issued by such corporation that is entitled to a preference or
priority over any other capital stock issued by such corporation upon any
distribution of such corporation's assets, whether by dividend or upon
liquidation.


                                       23
<PAGE>   28

                  "Pro Rata Share" of any amount means, with respect to any
Lender at any time, a fraction the numerator of which is the amount of such
Lender's Commitment under the Working Capital Facility at such time and the
denominator of which is the aggregate amount of the Working Capital Facility at
such time.

                  "Rating Agency" means S&P or Moody's; collectively, the
"Rating Agencies".

                  "Redeemable" means, with respect to any Capital Stock, any
such Capital Stock that (a) the issuer has undertaken to redeem at a fixed or
determinable date or dates, whether by operation of a sinking fund or otherwise,
or upon the occurrence of a condition not solely within the control of the
issuer or (b) is redeemable at the option of the holder.

                  "Reduction Amount" has the meaning specified in Section
2.06(b)(iv).

                  "Register" has the meaning specified in Section 8.07(d).

                  "Related Documents" means the Merger Agreement and all other
agreements, instruments and documents entered into in connection with the
Transaction.

                  "Required Lenders" means, at any time, Lenders holding at
least a majority in interest of the Working Capital Commitments or, if they have
been terminated in full, Lenders owed or holding at least a majority in interest
of the sum of (a) the aggregate principal amount of the Advances outstanding at
such time and (b) the aggregate Available Amount of all Letters of Credit
outstanding at such time; provided, however, that if any Lender shall be a
Defaulting Lender at such time, there shall be excluded from the determination
of Required Lenders at such time (A) the aggregate principal amount of the
Advances owing to such Lender (in its capacity as a Lender) and outstanding at
such time, (B) such Lender's Pro Rata Share of the aggregate Available Amount of
all Letters of Credit issued by such Lender and outstanding at such time, and
(C) the Unused Working Capital Commitment of such Lender at such time. For
purposes of this definition, the aggregate principal amount of Letter of Credit
Advances owing to the Issuing Bank and the Available Amount of each Letter of
Credit shall be considered to be owed to the Lenders ratably in accordance with
their respective Working Capital Commitments.

                  "Requirements of Law" means, with respect to any Person, all
laws, constitutions, statutes, treaties, ordinances, rules and regulations, all
orders, writs, decrees, injunctions, judgments, determinations or awards of an
arbitrator, a court or any other Governmental Authority, and all governmental
authorizations, binding upon or applicable to such Person or to any of its
properties, assets or businesses.

                  "Responsible Officer" means, with respect to the Borrower or
any of its Subsidiaries, the chief executive officer, the president, the chief
financial officer, the principal accounting officer or the treasurer (or the
equivalent of any of the foregoing) or any other officer, partner or member (or
person performing similar functions) of the Borrower or any such


                                       24
<PAGE>   29

Subsidiary responsible for overseeing the administration of, or reviewing
compliance with, all or any portion of this Agreement or any of the other Loan
Documents.

                  "Restricted Entity" means any Subsidiary of the Borrower that
is not a Guarantor Subsidiary.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc.

                  "SEC" means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.

                  "Secured Obligations" has the meaning specified in Section 2
of the Pledge Agreement.

                  "Secured Parties" means, collectively, the Agents, the Lender
Parties and the Hedge Banks.

                  "Single Employer Plan" means a single employer plan (as
defined in Section 4001 (a)(15) of ERISA) that (a) is maintained for employees
of any Loan Party or any ERISA Affiliate and no Person other than the Loan
Parties and the ERISA Affiliates or (b) was so maintained and in respect of
which any Loan Party or any ERISA Affiliate could have liability under Section
4069 of ERISA in the event such plan has been or were to be terminated.

                  "Solvent" and "Solvency" mean, with respect to any Person on
any date of determination, that on such date (a) the fair value of the property
of such Person is greater than the total amount of liabilities, including,
without limitation, contingent liabilities, of such Person, (b) the present fair
salable value of the assets of such Person is not less than the amount that will
be required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay such debts and liabilities as they mature and (d) such Person is not engaged
in business or a transaction, and is not about to engage in business or a
transaction, for which such Person's property would constitute an unreasonably
small capital. The amount of contingent liabilities at any time shall be
computed as the amount that, in the light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

                  "Standby Letter of Credit" means any Letter of Credit issued
under the Letter of Credit Facility, other than a Trade Letter of Credit.

                  "Subordinated Debt" means any Debt of the Borrower that is
subordinated to the Obligations of the Borrower under the Loan Documents on, and
that otherwise contains, terms and conditions satisfactory to the Required
Lenders.



                                       25
<PAGE>   30

                 "Subsidiary" of any Person means any corporation, partnership,
joint venture, limited liability company, unlimited liability company, trust or
estate of which (or in which) more than 50% of (a) the issued and outstanding
shares of Capital Stock having ordinary voting power to elect a majority of the
board of directors of such corporation (irrespective of whether at the time
Capital Stock of any other class or classes of such corporation shall or might
have voting power upon the occurrence of any contingency), (b) the interest in
the capital or profits of such partnership, joint venture, limited liability
company or unlimited liability company or (c) the beneficial interest in such
trust or estate, is at the time directly or indirectly owned or controlled by
such Person, by such Person and one or more of its other Subsidiaries or by one
or more of such Person's other Subsidiaries.

                  "Supermajority Lenders" means, at any time, Lenders holding at
least 67% of the Working Capital Commitments, or if they have been terminated in
full, Lenders owed or holding at least 67% of the sum of (a) the aggregate
principal amount of the Advances outstanding at such time and (b) the aggregate
Available Amount of all Letters of Credit outstanding at such time; provided,
however, that if any Lender shall be a Defaulting Lender at such time, there
shall be excluded from the determination of Supermajority Lender at such time
(A) the aggregate principal amount of the Advances owing to such Lender (in its
capacity as a Lender) and outstanding at such time, (B) such Lender's Pro Rata
Share of the aggregate Available Amount of all Letters of Credit issued by such
Lender and outstanding at such time, and (C) the Unused Working Capital
Commitment of such Lender at such time. For purposes of this definition, the
aggregate principal amount of Letter of Credit Advances owing to the Issuing
Bank and the Available Amount of each Letter of Credit shall be considered to be
owed to the Lenders ratably in accordance with their respective Working Capital
Commitments.

                  "Syndication Agent" means NMS, in its capacity as syndication
agent for the Lenders hereunder and under the other Loan Documents.

                  "Taxes" has the meaning specified in Section 2.12(a).

                  "Termination Date" means the earlier of (a) January 31, 2005
and (b) the date of termination in whole of the Letter of Credit Commitments and
the Working Capital Commitments pursuant to Section 2.05 or 6.01.

                  "Trade Letter of Credit" means any Letter of Credit that is
issued under the Letter of Credit Facility for the benefit of a supplier of
inventory to the Borrower or any of its Subsidiaries to effect payment for such
inventory.

                  "Transaction" means, collectively, (a) the organization of the
Parent and the Borrower, (b) the consummation of the Merger, (c) the entering
into by the Loan Parties and their applicable Subsidiaries of the Loan Documents
and the Related Documents to which they are or are intended to be a party and
(d) the payment of the fees and expenses incurred in connection with the
consummation of the foregoing.


                                       26
<PAGE>   31

                  "Type" refers to the distinction between Advances bearing
interest at the Base Rate and Advances beating interest at the Eurodollar Rate.

                  "Unfunded Current Liability" of any Plan means the amount, if
any, by which the present value of the accumulated benefits under the Plan as of
the close of its most recent plan year, determined in accordance with Statement
of Financial Accounting Standards No. 87 as in effect on the date hereof, but
based upon the actuarial assumptions that would be used by the Plan's actuary in
a termination of the Plan, exceeds the fair market value of the assets allocable
thereto.

                  "United States" and "U.S." each means the United States of
America.

                  "Unused Working Capital Commitment" means, with respect to any
Lender at any time, (a) such Lender's Working Capital Commitment at such time
minus (b) the sum of (i) the aggregate principal amount of all Working Capital
Advances and Letter of Credit Advances made by such Lender (in its capacity as a
Lender) and outstanding at such time and (ii) such Lender's Pro Rata Share of
(A) the aggregate Available Amount of all Letters of Credit outstanding at such
time and (B) the aggregate principal amount of all Letter of Credit Advances
made by the Issuing Bank pursuant to Section 2.03(c) and outstanding at such
time.

                  "Voting Interests" means shares of Capital Stock issued by a
corporation, or equivalent Capital Stock in any other Person, the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person,
even if the right so to vote has been suspended by the happening of such a
contingency.

                  "WCAS" means Welsh, Carson, Anderson & Stowe and/or its
Affiliates.

                  "Withdrawal Liability" has the meaning specified in Part I of
Subtitle E of Title IV of ERISA.

                  "Working Capital Advance" has the meaning specified in Section
2.01(a).

                  "Working Capital Borrowing" means a borrowing consisting of
simultaneous Working Capital Advances of the same Type made by the Lenders.

                  "Working Capital Commitment" means, with respect to any Lender
at any time, the amount set forth opposite such Lender's name on Schedule I
hereto under the caption "Working Capital Commitment" or, if such Lender has
entered into one or more Assignments and Acceptances, the amount set forth for
such Lender in the Register maintained by the Administrative Agent pursuant to
Section 8.07(d) as such Lender's "Working Capital Commitment", as such amount
may be reduced at or prior to such time pursuant to Section 2.05.


                                       27
<PAGE>   32

                  "Working Capital Facility" means, at any time, the aggregate
amount of the Lenders' Working Capital Commitments at such time.

                  "Working Capital Note" means a promissory note of the Borrower
payable to the order of any Lender, in substantially the form of Exhibit A
hereto, evidencing the aggregate indebtedness of the Borrower to such Lender
resulting from the Working Capital Advances made by such Lender.

                  Section 1.02. Computation of Time Periods. In this Agreement,
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each mean "to but excluding."

                  Section 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the Consolidated financial statements of the Borrower and its Subsidiaries
referred to in Section 4.01(g) ("GAAP").

                                   ARTICLE II

                            AMOUNTS AND TERMS OF THE
                         ADVANCES AND LETTERS OF CREDIT

                  Section 2.01. The Advances. (a) The Working Capital Advances.
Each Lender severally agrees, on the terms and conditions hereinafter set forth,
to make advances (each a "Working Capital Advance") in U.S. dollars to the
Borrower from time to time on any Business Day during the period from the date
hereof until the Termination Date, in each case in an amount not to exceed the
Unused Working Capital Commitment of such Lender at such time. Each Working
Capital Borrowing shall be in an aggregate amount of $1,000,000 or an integral
multiple of $500,000 in excess thereof (other than a Working Capital Borrowing
the proceeds of which shall be used solely to repay or prepay in full
outstanding Letter of Credit Advances) or, if less the amount of the aggregate
Unused Working Capital Commitments at such time. Each Working Capital Borrowing
shall consist of Working Capital Advances made simultaneously by the Lenders in
accordance with their respective Pro Rata Shares of the Working Capital
Facility. Within the limits of each Lender's Unused Working Capital Commitment
in effect from time to time, the Borrower may borrow under this Section 2.01(a),
prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(a).

                  (b) Letters of Credit. The Issuing Bank agrees, on the
terms and conditions hereinafter set forth, to issue letters of credit (the
"Letters of Credit") in U.S. dollars for the account of the Borrower from time
to time on any Business Day during the period from the date hereof until 5 days
before the scheduled Termination Date (i) in an aggregate Available Amount for
all Letters of Credit not to exceed at any time the Issuing Bank's Letter of
Credit Commitment


                                       28
<PAGE>   33

at such time and (ii) in an Available Amount for each such Letter of Credit not
to exceed the lesser of (A) the Letter of Credit Facility at such time and (B)
the aggregate Unused Working Capital Commitments of the Lenders at such time. No
Trade Letter of Credit shall have an expiration date later than the earlier of
(1) 180 days after the issuance thereof and (2) 5 days prior to the scheduled
Termination Date. No Standby Letter of Credit shall have an expiration date
(including all rights of the Borrower or the beneficiary of such Standby Letter
of Credit to require renewal) later than the earlier of (x) 5 days prior to the
scheduled Termination Date and (y) one year after the date of issuance thereof,
but any such Standby Letter of Credit may by its terms be renewable annually
upon notice (a "Notice of Renewal") given to the Issuing Bank and the
Administrative Agent on or prior to any date for notice of renewal set forth in
such Letter of Credit but in any event at least three Business Days prior to the
date of the proposed renewal of such Standby Letter of Credit and upon
fulfillment of the applicable conditions set forth in Article III unless such
Issuing Bank has notified the Borrower (with a copy to the Administrative Agent)
on or prior to the date for notice of termination set forth in such Letter of
Credit but in any event at least 30 Business Days prior to the date of automatic
renewal of its election not to renew such Standby Letter of Credit (a "Notice of
Termination"); provided that the terms of each Standby Letter of Credit that is
automatically renewable annually (I) shall require the Issuing Bank to give the
beneficiary of such Standby Letter of Credit notice of any Notice of
Termination, (II) shall permit such beneficiary, upon receipt of such notice, to
draw under such Standby Letter of Credit prior to the date such Standby Letter
of Credit otherwise would have been automatically renewed and (III) shall not
permit the expiration date (after giving effect to any renewal) of such Standby
Letter of Credit in any event to be extended to a date later than 5 days prior
to the scheduled Termination Date. If either a Notice of Renewal is not given by
the Borrower or a Notice of Termination is given by the Issuing Bank pursuant to
the immediately preceding sentence, such Standby Letter of Credit shall expire
on the date on which it otherwise would have been automatically renewed;
provided, however, that in the absence of receipt of a Notice of Renewal the
Issuing Bank may in its discretion, unless instructed to the contrary by the
Administrative Agent or the Borrower, deem that a Notice of Renewal had been
timely delivered and, in such case, a Notice of Renewal shall be deemed to have
been so delivered for all purposes under this Agreement. The letters of credit
described on Schedule 2.01(b) hereto shall be "Letters of Credit" for all
purposes of the Loan Documents. Within the limits of the Letter of Credit
Facility, and subject to the limits referred to above, the Borrower may request
the issuance of Letters of Credit under this Section 2.01(b), repay any Letter
of Credit Advances resulting from drawings thereunder pursuant to Section
2.03(c) and request the issuance of additional Letters of Credit under this
Section 2.01(b).

                  Section 2.02. Making the Advances. (a) Except as otherwise
provided in Section 2.03 or in respect of any Working Capital Borrowing
requested to be made on the Closing Date, in which case notice will be given on
such date, each Working Capital Borrowing shall be made on notice, given not
later than 11:00 A.M. (Charlotte, North Carolina time) on the third Business Day
prior to the date of the proposed Working Capital Borrowing in the case of a
Working Capital Borrowing comprised of


                                       29
<PAGE>   34

Eurodollar Rate Advances, or on the date of the proposed Working Capital
Borrowing in the case of a Working Capital Borrowing comprised of Base Rate
Advances, by the Borrower to the Administrative Agent, which shall give prompt
notice thereof to each Lender by telex or telecopier. Each notice of a Working
Capital Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed
immediately in writing, or by telex or telecopier, in substantially the form of
Exhibit B hereto, shall be duly executed by a Responsible Officer of the
Borrower, and shall specify therein: (i) the requested date of such Working
Capital Borrowing (which shall be a Business Day); (ii) the Type of Advances
requested to comprise such Working Capital Borrowing; (iii) the requested
aggregate amount of such Working Capital Borrowing; and (iv) in the case of a
Working Capital Borrowing comprised of Eurodollar Rate Advances, the requested
duration of the initial Interest Period for each such Advance. Each Lender
shall, before 11:00 A.M. (Charlotte, North Carolina time) on the date of such
Working Capital Borrowing, make available for the account of its Applicable
Lending Office to the Administrative Agent at the Administrative Agent's
Account, in same day funds, such Lender's Pro Rata Share of such Working Capital
Borrowing. After the Administrative Agent's receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the
Administrative Agent will make such funds available to the Borrower by crediting
the Borrower's Account; provided, however, that, in the case of any Working
Capital Borrowing, the Administrative Agent shall first make a portion of such
funds equal to the aggregate principal amount of any Letter of Credit Advances
made by the Issuing Bank and by any Lender and outstanding on the date of such
Working Capital Borrowing, plus accrued and unpaid interest thereon to and as of
such date, available to the Issuing Bank and such other Lenders for repayment of
such Letter of Credit Advances.

                  (b) Anything in subsection (a) of this Section 2.02 to
the contrary notwithstanding, (i) the Borrower may not select Eurodollar Rate
Advances for (A) the initial Working Capital Borrowing hereunder or (B) any
Working Capital Borrowing if the aggregate amount of such Working Capital
Borrowing is less than $5,000,000 or if the obligation of the Lenders to make
Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or
2.10. In addition, Eurodollar Rate Advances may not be outstanding as part of
more than 10 separate Borrowings.

                  (c) Each Notice of Borrowing shall be irrevocable and
binding on the Borrower. In the case of any Working Capital Borrowing that the
related Notice of Borrowing specifies is to be comprised of Eurodollar Rate
Advances, the Borrower shall indemnify each Lender against any loss, cost or
expense incurred by such Lender as a result of any failure to fulfill on or
before the date specified in such Notice of Borrowing for such Working Capital
Borrowing the applicable conditions set forth in Article III, including, without
limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Working Capital Borrowing when
such Advance, as a result of such failure, is not made on such date.

                  (d) Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any Working Capital Borrowing that
such Lender will not make available to



                                       30
<PAGE>   35

the Administrative Agent such Lender's Pro Rata Share of such Working Capital
Borrowing, the Administrative Agent may assume that such Lender has made the
amount of such Pro Rata Share available to the Administrative Agent on the date
of such Working Capital Borrowing in accordance with subsection (a) of this
Section 2.02 and the Administrative Agent may, in reliance upon such assumption,
make available to the Borrower on such date a corresponding amount. If and to
the extent that such Lender shall not have so made the amount of such Pro Rata
Share available to the Administrative Agent, such Lender and the Borrower
severally agree to repay or to pay to the Administrative Agent forthwith on
demand such corresponding amount, together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid or paid to the Administrative Agent, at (i) in the case of the
Borrower, the interest rate applicable at such time under Section 2.07 to
Advances comprising such Working Capital Borrowing and (ii) in the case of such
Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative
Agent such corresponding amount, such amount so paid shall constitute such
Lender's Advance as part of such Working Capital Borrowing for all purposes
under this Agreement.

                  (e) The failure of any Lender to make the Advance to be
made by it as part of any Working Capital Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to make its Advance on the date of
such Working Capital Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Advance to be made by such other Lender
on the date of any Working Capital Borrowing.

                  Section 2.03. Issuance of and Drawings and Reimbursement Under
Letters of Credit. (a) Request for Issuance. Each Letter of Credit shall be
issued upon notice, given not later than 11:00 A.M. (Charlotte, North Carolina
time) on the fifth Business Day prior to the date of the proposed issuance of
such Letter of Credit (or such later day as the Issuing Bank in its sole
discretion shall agree), by the Borrower to the Issuing Bank, which shall give
to the Administrative Agent and each Lender prompt notice thereof by telex or
telecopier. Each notice of issuance of a Letter of Credit (a "Notice of
Issuance") shall be by telephone, confirmed immediately in writing, or by telex
or telecopier, shall be duly executed by a Responsible Officer of the Borrower,
and shall specify therein: (i) the requested date of such issuance (which shall
be a Business Day); (ii) the requested Available Amount of such Letter of
Credit; (iii) the requested expiration date of such Letter of Credit (which
shall comply with the requirements of Section 2.01(b)); (iv) the name and
address of the proposed beneficiary of such Letter of Credit; and (v) the
proposed form of such Letter of Credit, and shall be accompanied by such
application and agreement for letter of credit as the Issuing Bank may specify
to the Borrower for use in connection with such requested Letter of Credit (a
"Letter of Credit Agreement"). If the requested form of such Letter of Credit is
acceptable to the Issuing Bank in its reasonable discretion (taking into account
its customary practices), the Issuing Bank will, upon fulfillment of the
applicable conditions set forth in Article III, make such Letter of Credit
available to the Borrower at its office referred to in Section 8.02 or as
otherwise agreed with the Borrower in connection with such issuance. If and to
the extent that the provisions of any Letter of Credit Agreement shall conflict
with this Agreement, the provisions of this Agreement shall govern.

                  (b) Letter of Credit Reports. The Issuing Bank shall
furnish (i) to the Administrative Agent on the first Business Day of each week a
written report summarizing



                                       31
<PAGE>   36

issuance and expiration dates of Letters of Credit issued during the previous
week and drawings during such week under all Letters of Credit, (ii) to each
Lender on the first Business Day of each month a written report summarizing
issuance and expiration dates of Letters of Credit issued during the immediately
preceding month and drawings during such month under all Letters of Credit and
(iii) to the Administrative Agent and each Lender on the first Business Day of
each calendar quarter a written report setting forth the average daily aggregate
Available Amount during the immediately preceding calendar quarter of all
Letters of Credit.

                  (c) Drawing and Reimbursement. (i) The payment by the
Issuing Bank of a draft drawn under any Letter of Credit shall constitute for
all purposes of this Agreement the making by the Issuing Bank of a Letter of
Credit Advance, which shall be a Base Rate Advance, in the amount of such draft.
Upon demand by the Issuing Bank, with a copy of such demand to the
Administrative Agent, each Lender shall purchase from the Issuing Bank, and the
Issuing Bank shall sell and assign to each such Lender, such Lender's Pro Rata
Share of such outstanding Letter of Credit Advance as of the date of such
purchase, by making available for the account of its Applicable Lending Office
to the Administrative Agent for the account of the Issuing Bank, at the
Administrative Agent's Account, in same day funds, an amount equal to the
portion of the outstanding principal amount of such Letter of Credit Advance to
be purchased by such Lender. Promptly after receipt thereof, the Administrative
Agent shall transfer such funds to the Issuing Bank. The Borrower hereby agrees
to each such sale and assignment. Each Lender agrees to purchase its Pro Rata
Share of an outstanding Letter of Credit Advance on (A) the Business Day on
which demand therefor is made by the Issuing Bank so long as notice of such
demand is given not later than 11:00 A.M. (Charlotte, North Carolina time) on
such Business Day or (B) the first Business Day next succeeding such demand if
notice of such demand is given after such time. Upon any such assignment by the
Issuing Bank to any other Lender of a portion of a Letter of Credit Advance, the
Issuing Bank represents and warrants to such other Lender that the Issuing Bank
is the legal and beneficial owner of such interest being assigned by it, free
and clear of any liens, but makes no other representation or warranty and
assumes no responsibility with respect to such Letter of Credit Advance, the
Loan Documents or any Loan Party. If and to the extent that any Lender shall not
have so made the amount of such Letter of Credit Advance available to the
Administrative Agent, such Lender agrees to pay to the Administrative Agent
forthwith on demand such amount together with interest thereon, for each day
from the date of demand by the Issuing Bank until the date such amount is paid
to the Administrative Agent, at the Federal Funds Rate for its account or the
account of the Issuing Bank, as applicable. If such Lender shall pay to the
Administrative Agent such amount for the account of the Issuing Bank on any
Business Day, such amount so paid in respect of principal shall constitute a
Letter of Credit Advance made by such Lender on such Business Day for purposes
of this Agreement, and the outstanding principal amount of the Letter of Credit
Advance made by the Issuing Bank shall be reduced by such amount on such
Business Day.


                                       32
<PAGE>   37

                  (ii) The Obligation of each Lender to purchase its Pro
Rata Share of each outstanding Letter of Credit Advance on demand by the Issuing
Bank therefor pursuant to clause (i) of this Section 2.03(c) shall be absolute,
unconditional and irrevocable, and shall be made strictly in accordance with the
terms of clause (i) of this Section 2.03(c) under all circumstances, including,
without limitation, any of the following circumstances:

                  (A) any lack of validity or enforceability of any Loan
         Document, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C Related Documents");

                  (B) the existence of any claim, set-off, defense or other
         right that such Lender 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 any such transferee may be acting), the Issuing Bank,
         the Borrower or any other Person, whether in connection with the
         transactions contemplated by the L/C Related Documents or any unrelated
         transaction;

                  (C) the occurrence and continuance of any Default or Event of
         Default; or

                  (D) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing.

                  (d) Failure to Make Letter of Credit Advances. The
failure of any Lender to make the Letter of Credit Advance to be made by it on
the date specified in Section 2.03(c) shall not relieve any other Lender of its
obligation hereunder to make its Letter of Credit Advance on such date, but no
Lender shall be responsible for the failure of any other Lender to make the
Letter of Credit Advance to be made by such other Lender on such date.

                  Section 2.04. Repayment of Advances. (a) Working Capital
Advances. The Borrower shall repay to the Administrative Agent for the ratable
account of the Lenders on the Termination Date the aggregate principal amount of
the Working Capital Advances outstanding on such date.

                  (b) Letter of Credit Advances. (i) The Borrower shall
repay to the Administrative Agent for the account of the Issuing Bank and each
Lender that has made a Letter of Credit Advance the principal amount of each
Letter of Credit Advance made by each of them on the earlier of demand and the
Termination Date.

                  (ii) The Obligations of the Borrower under this Agreement,
any Letter of Credit Agreement and 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, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances (it being understood
that any such payment by the Borrower is without prejudice to, and does not
constitute a waiver of,


                                       33
<PAGE>   38

any rights the Borrower might have or might acquire as a result of the payment
by the Issuing Bank of any draft or the reimbursement by the Borrower thereof):

                  (A) any lack of validity or enforceability of any L/C Related
         Document;

                  (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 any L/C Related Document or any other amendment or waiver of
         or any consent to departure from all or any of the L/C Related
         Documents;

                  (C) the existence of any claim, set-off, defense or other
         right that the Borrower 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 any such transferee may be acting), the Issuing Bank or
         any other Person, whether in connection with the transactions
         contemplated by the L/C Related Documents or any unrelated transaction;

                  (D) any statement or any other document presented under a
         Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  (E) payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not
         substantially comply with the terms of such Letter of Credit;

                  (F) any exchange, release or non-perfection of any Collateral
         or other collateral, or any release or amendment or waiver of or
         consent to departure from the Guaranty or any other guarantee, for all
         or any of the Obligations of the Borrower in respect of the L/C Related
         Documents; or

                  (G) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including, without limitation, any
         other circumstance that might otherwise constitute a defense available
         to, or a discharge of, the Borrower or a guarantor.

                  Section 2.05. Termination or Reduction of the Commitments. (a)
Optional. The Borrower may, upon at least three Business Days' notice to the
Administrative Agent, terminate in whole or reduce in part the unused portions
of the Letter of Credit Facility and the Unused Working Capital Commitments;
provided, however, that each partial reduction of a Facility shall be in an
aggregate amount of $2,000,000 or an integral multiple of $500,000 in excess
thereof or, if less, the aggregate amount of such Facility.

                  (b) Mandatory. (i) The Working Capital Facility shall be
automatically and permanently reduced on each date on which the prepayment of
Working Capital Advances


                                       34
<PAGE>   39

outstanding thereunder is required to be made pursuant to Section 2.06(b)(i) by
an amount equal to the applicable Reduction Amount.

                  (ii) The Letter of Credit Facility shall be permanently
reduced on the date of each reduction in the Working Capital Facility by an
amount equal to the amount, if any, by which (A) the Letter of Credit Facility
on such date exceeds (B) the Working Capital Facility after giving effect to
such reduction of the Working Capital Facility.

                  (c) Application of Commitment Reductions. Upon each
reduction of a Facility pursuant to this Section 2.05, the Commitment of each
Lender under such Facility shall be reduced by such Lender's Pro Rata Share of
the amount by which such Facility is reduced.

                  SECTION 2.06. Prepayments. (a) Optional. The Borrower may,
upon at least one Business Day's notice in the case of Base Rate Advances and
three Business Days' notice in the case of Eurodollar Rate Advances, in each
case to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the aggregate principal amount of the Advances comprising part of
the same Working Capital Borrowing and outstanding on such date, in whole or
ratably in part; provided, however, that (i) each partial prepayment shall be in
an aggregate principal amount of $1,000,000 or an integral multiple of $500,000
in excess thereof and (ii) if any such prepayment of a Eurodollar Rate Advance
is made on a date other than the last day of an Interest Period therefor, the
Borrower shall also pay any amounts owing in respect of such Eurodollar Rate
Advance pursuant to Section 8.04(c).

                   (b) Mandatory. (i) The Borrower shall, on the date of
receipt of the Net Cash Proceeds by the Borrower or any of the Subsidiary
Guarantors, prepay on aggregate principal amount of the Working Capital Advances
comprising part of the same Working Capital Borrowing and the Letter of Credit
Advances equal to 100% of the amount of such Net Cash Proceeds. Each prepayment
of Advances pursuant to this clause (i) shall be applied to the Working Capital
Facility in the manner set forth in clause (iv) of this Section 2.06(b).

                  (ii) The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Working Capital Advances comprising part of
the same Working Capital Borrowing and the Letter of Credit Advances equal to
the amount by which (A) the sum of (1) the aggregate principal amount of all
Working Capital Advances and Letter of Credit Advances outstanding on such
Business Day and (2) the aggregate Available Amount of all Letters of Credit
outstanding on such Business day exceeds (B) the Working Capital Facility on
such Business Day (after giving effect to any permanent reduction thereof
pursuant to Section 2.05 on such Business Day) on such Business Day.

         (iii) The Borrower shall, on each Business Day, pay to the
Administrative Agent for deposit into a cash collateral account in favor of the
Collateral Agent on terms and conditions satisfactory to the Administrative
Agent an amount sufficient to cause the aggregate



                                       35
<PAGE>   40

amount on deposit in such cash collateral account on such Business Day to equal
the amount by which (A) the aggregate Available Amount of all Letters of Credit
outstanding on such Business Day exceeds (B) the Letter of Credit Facility on
such Business Day (after giving effect to any permanent reduction thereof
pursuant to Section 2.05 on such Business Day).

                  (iv) Prepayments of the Working Capital Facility made
pursuant to clause (i) or (ii) of this Section 2.06(b) shall be, first, applied
to prepay Letter of Credit Advances outstanding at such time until all Letter of
Credit Advances are paid in full, and second, applied to prepay Working Capital
Advances comprising part of the same Working Capital Borrowing and outstanding
at such time until all Working Capital Advances are paid in full; and, in the
case of prepayments of the Working Capital Facility required pursuant to clause
(i) of this Section 2.06(b), the amount remaining, if any, after the prepayment
in full of all Advances outstanding at such time (the sum of such prepayment
amounts and remaining amount being, collectively, the "Reduction Amount") may be
retained by the Borrower and the Working Capital Facility shall be automatically
and permanently reduced as set forth in Section 2.05(b)(i).

                  (c) Prepayments to Include Accrued Interest. All
prepayments under Section 2.06(b) shall be made together with (i) accrued and
unpaid interest to the date of such prepayment on the principal amount so
prepaid and (ii) in the case of any such prepayment of a Eurodollar Rate Advance
on a date other than the last day of an Interest Period therefor, any amounts
owing in respect of such Eurodollar Rate Advance pursuant to Section 8.04(c).

                  SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower
shall pay interest on the unpaid principal amount of each Advance owing to each
Lender Party from the date of such Advance until such principal amount shall be
paid in full, at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Advance is
         a Base Rate Advance, a rate per annum equal at all times to the sum of
         (A) the Base Rate in effect from time to time and (B) the Applicable
         Margin in effect from time to time, payable in arrears quarterly on the
         last Business Day of each March, June, September and December during
         such periods and on the date such Base Rate Advance shall be Converted
         or paid in full.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Rate Advance, a rate per annum equal at all
         times during each Interest Period for such Advance to the sum of (A)
         the Eurodollar Rate for such Advance for such Interest Period and (B)
         the Applicable Margin in effect from time to time, payable in arrears
         on the last day of such Interest Period and, if such Interest Period
         has a duration of more than three months, on each day that occurs
         during such Interest Period every three months from the first day of
         such Interest Period and on the date such Eurodollar Rate Advance shall
         be Converted or paid in full.


                                       36
<PAGE>   41

                  (b) Default Interest. If all or a portion of (i) the
principal amount of any Advance or (ii) any interest payable thereon or fees or
other amounts payable under this Agreement shall not be paid when due (whether
at the stated maturity, by acceleration or otherwise), such overdue amounts
shall bear interest, payable on demand, at a rate per annum that is (x) in the
case of overdue principal, the rate that would otherwise be applicable thereto
plus 2% per annum or (y) in the case of any overdue interest, fees or other
amounts payable, to the extent permitted by applicable law, the rate determined
pursuant to Section 2.07(a)(i) plus 2% per annum, in each case, from the date of
such non-payment to the date on which such amount is paid in full (after as well
as before judgment).

                  (c) Notice of Interest Rate. Promptly after receipt of a
Notice of Borrowing pursuant to Section 2.02(a), the Administrative Agent shall
give notice to the Borrower and each Lender of the applicable interest rate
determined by the Administrative Agent for purposes of clause (i) or (ii) of
Section 2.07(a), as applicable.

                  SECTION 2.08. Fees. (a) Commitment Fee. The Borrower shall pay
to the Administrative Agent for the account of the Lenders a commitment fee,
from the date hereof in the case of each Initial Lender and from the effective
date specified in the Assignment and Acceptance pursuant to which it became a
Lender in the case of each other Lender until the Termination Date, payable in
arrears on the date of the initial Credit Extension Date hereunder, thereafter
quarterly on the last Business Day of each March, June, September and December,
commencing on September 30, 1998, and on the Termination Date, at the Applicable
Percentage in effect from time to time on the average daily Unused Working
Capital Commitment of each Lender; provided, however, that any commitment fee
accrued with respect to any of the Commitments of a Defaulting Lender during the
period prior to the time such Lender became a Defaulting Lender and unpaid at
such time shall not be payable by the Borrower so long as such Lender shall be a
Defaulting Lender except to the extent that such commitment fee shall otherwise
have been due and payable by the Borrower prior to such time; and provided
further that no commitment fee shall accrue on any of the Commitments of a
Defaulting Lender so long as such Lender shall be a Defaulting Lender.

                  (b) Letter of Credit Fees. Etc. (i) The Borrower shall
pay to the Administrative Agent for the account of each Lender a commission,
payable in arrears quarterly on the last Business Day of each March, June,
September and December, commencing September 30, 1998, and on the earliest to
occur of the full drawing, expiration, termination or cancellation of any such
Letter of Credit and on the Termination Date, on such Lender's Pro Rata Share of
the average daily aggregate Available Amount of all Letters of Credit
outstanding from time to time during such quarter at the rate per annum equal to
the excess of the Applicable Margin then in effect for Eurodollar Rate Advances
over 1/8 of 1.0%.

                  (ii) The Borrower shall pay to the Administrative Agent
for the account of the Issuing Bank a fronting fee, payable in arrears quarterly
on the last Business Day of each March, June, September and December; commencing
September 30, 1998, and on the earliest to occur of



                                       37
<PAGE>   42

the full drawing, expiration, termination or cancellation of any such Letter of
Credit and on the Termination Date, on the average daily aggregate Available
Amount of all Letters of Credit outstanding from time to time during such
quarter at a rate per annum equal to 1/8 of 1.0%.

                  (c) Agent's Fees. The Borrower shall pay to the
Administrative Agent for the account of the Agents such fees as may from time to
time be agreed between the Borrower and the Administrative Agent.

                  SECTION 2.09. Conversion of Advances. (a) Optional. The
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than 11:00 A.M. (Charlotte, North Carolina time) on the third Business
Day prior to the date of the proposed Conversion in the case of a Conversion of
Base Rate Advances into Eurodollar Rate Advances or of Eurodollar Rate Advances
of one Interest Period into Eurodollar Rate Advances of another Interest Period,
or 11:00 A.M. (Charlotte, North Carolina time) on the Business Day immediately
preceding the date of the proposed Conversion in the case of a Conversion of
Eurodollar Rate Advances into Base Rate Advances, and subject to the provisions
of Sections 2.07 and 2.10, Convert all or any portion of the Advances of one
Type comprising the same Working Capital Borrowing into Advances of the other
Type; provided, however, that:

                  (i) any Conversion of Eurodollar Rate Advances into Base Rate
         Advances shall be made only on the last day of an Interest Period for
         such Eurodollar Rate Advances;

                  (ii) any Conversion of Base Rate Advances into Eurodollar Rate
         Advances may not be made if a Default under Section 6.01(a) or 6.01 (f)
         or Event of Default shall have occurred and be continuing and shall be
         in an amount not less than the minimum amount specified in Section
         2.02(b);

                  (iii) no Conversion of any Advances shall result in more
         separate Borrowings comprised of Eurodollar Advances than permitted
         under Section 2.02(b); and

                  (iv) each Conversion of Advances comprising part of the same
         Working Capital Borrowing shall be made among the Lenders in accordance
         with their respective Pro Rata Shares of such Working Capital
         Borrowing.

Each notice of a Conversion (a "Notice of Conversion") shall be delivered by
telephone, confirmed immediately in writing, or by telex or telecopier, in
substantially the form of Exhibit D hereto, shall be duly executed by a
Responsible Officer of the Borrower, and shall, within the restrictions set
forth in the immediately preceding sentence, specify therein:

                  (A) the requested date of such Conversion (which shall be a
         Business Day);

                  (B) the Advances requested to be Converted; and



                                       38
<PAGE>   43

                  (C) if such Conversion is into Eurodollar Rate Advances, the
         requested duration of the Interest Period for such Eurodollar Rate
         Advances.

The Administrative Agent shall give each of the Lenders prompt notice of each
Notice of Conversion received by it, by telex or telecopier. Each Notice of
Conversion shall be irrevocable and binding on the Borrower.

                  (b) Mandatory. (i) On the date on which the aggregate
unpaid principal amount of Eurodollar Rate Advances comprising any Working
Capital Borrowing shall be reduced, by payment or prepayment or otherwise, to
less than $5,000,000, such Advances shall automatically Convert into Base Rate
Advances.

                  (ii) If the Borrower shall fail to select the duration of
any Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Lenders,
whereupon each such Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance.

                  (iii) Upon the occurrence and during the continuance of any
Default under Section 6.01(a) or 6.01(f) or any Event of Default, (A) each
Eurodollar Rate Advance will automatically, on the last day of the then existing
Interest Period therefor, Convert into a Base Rate Advance and (B) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended.

                  SECTION 2.10. Increased Costs, Etc. (a) In the event that, due
to either (i) the introduction of or any change (including any change by way of
imposition or increase of reserve requirements included in the Eurodollar Rate
Reserve Percentage) in or in the interpretation or administration of any
applicable law or regulation after the Closing Date, (ii) the compliance with
any applicable guideline or request from any central bank or other governmental
authority (whether or not having the force of law) or (iii) any other
circumstance affecting the interbank Eurodollar Market or the position of any
Lender Party in such market that leads such Lender Party to reasonably determine
that the Eurodollar Rate for any Interest Period for any Eurodollar Rate Advance
made by such Lender Party will not adequately reflect the cost to such Lender of
making, funding or maintaining such Eurodollar Rate Advance for such Interest
Period, there shall be any increase in the cost to or reduction in the amount
received or receivable by any Lender Party as a result of agreeing to make or of
making, funding or maintaining any Eurodollar Rate Advances, or of agreeing to
issue or of issuing or maintaining Letters of Credit or of agreeing to make or
of making or maintaining Letter of Credit Advances (excluding for purposes of
this Section 2.10 any such increased costs resulting from any taxes (as to which
Section 2.12 shall govern), then the Borrower shall from time to time upon
demand by such Lender Party (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender Party
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Lender Party, in its reasonable



                                       39
<PAGE>   44

discretion, shall determine) sufficient to compensate such Lender Party for such
increased cost; provided, however, that a Lender Party claiming additional
amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to designate a
different Applicable Lending Office for any Advances affected by such event if
the making of such a designation would avoid the need for, or reduce the amount
of, such increased cost that may thereafter accrue; provided further that such
designation is made on terms that such Lender Party and its Applicable Lending
Office suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of this
subsection (a). A certificate as to the amount of such increased cost and
showing in reasonable detail the basis for the calculation thereof, submitted to
such Borrower by such Lender Party at the time of demand, shall be conclusive
and binding for all purposes, absent manifest error.

                  (b) If, due to either (i) the introduction of or any
change in or in the interpretation or administration of any applicable law or
regulation after the Closing Date or (ii) the compliance with any applicable
guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the
amount of capital required or expected to be maintained by any Lender Party or
any corporation controlling such Lender Party which has or would have the effect
of reducing the rate of return of such Lender Party's capital or assets as a
result of or based upon the existence of such Lender Party's commitments and
obligations under this Agreement to a level below that which such Lender Party
could have achieved but for such change or compliance (taking into consideration
such Lender Party's or any corporation controlling such Lender Party's policies
with respect to capital advances), then, upon demand by such Lender Party (with
a copy of such demand to the Administrative Agent), the Borrower shall pay to
the Administrative Agent for the account of such Lender Party, from time to time
specified by such Lender Party, additional amounts sufficient to compensate such
Lender Party in the light of such circumstances, it being understood and agreed
that a Lender Party shall not be entitled to such compensation as a result of
such Lender Party's compliance with, or pursuant to any request or directive to
comply with, any such law, regulation, guideline or request in effect on the
Closing Date. Any amount payable pursuant to this Section 2.10(b) shall be
payable only to the extent that such Lender Party reasonably determines such
increase in capital to be allocable to the existence of such Lender Party's
commitment to lend or to issue Letters of Credit hereunder or to the issuance or
maintenance of any Letters of Credit. A certificate as to such amounts and
showing in reasonable detail the basis for the calculation thereof submitted to
such Borrower by such Lender Party at the time of demand shall be conclusive and
binding for all purposes, absent manifest error.

                  (c) Notwithstanding any other provision of this Agreement, if
any central bank or other Governmental Authority shall assert that it is
unlawful for any Lender or its Eurodollar Lending Office to perform its
obligations hereunder to make Eurodollar Rate Advances or to continue to fund or
maintain Eurodollar Rate Advances hereunder, with respect to any Eurodollar Rate
Advance affected by circumstances described in this subsection (c), such
Borrower will, and with respect to any Eurodollar Rate Advance affected by
circumstances described in subsections


                                       40
<PAGE>   45

(a) or (b) above, such Borrower may either (i) on the last day of the then
existing Interest Period therefor Convert each Eurodollar Rate Advance affected
by such circumstances into a Base Rate Advance or (ii) if the affected
Eurodollar Rate Advance is then being made pursuant to a Borrowing, cancel such
Borrowing by giving the Administrative Agent telephonic notice (confirmed
promptly in writing) thereof on the same date that such Borrower was notified by
a Lender Party pursuant to subsection (a) or (b) above or this subsection (c)
(as applicable); provided that, if more than one Lender Party is affected at any
time, then all affected Lender Parties must be treated in the same manner
pursuant to this Section 2.10(c). In the event of an illegality as described in
clause (i) of this subsection (c), the obligation of the Appropriate Lenders to
make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended
until the Administrative Agent shall notify the Borrower that such Lender has
determined that the circumstances causing such suspension no longer exist;
provided, however, that, before making any such demand, such Lender Party agrees
to use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Applicable Lending Office for
any Advances affected by such event if the making of such a designation would
allow such Lender Party or its Applicable Lending Office to continue to perform
its obligations to make Eurodollar Rate Advances or to continue to fund or
maintain Eurodollar Rate Advances; provided further that such designation is
made on terms that such Lender Party and its Applicable Lending Office suffer no
economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of this subsection.

                  (d) Anything in this Agreement to the contrary
notwithstanding, to the extent any notice under Section 2.10 or 2.12 is given by
any Lender Party more than 180 days after such Lender Party has knowledge (or
should have had knowledge) of the occurrence of the event giving rise to the
additional cost, reduction in amounts, loss tax or other additional amounts
described in such Section 2.10 or 2.12, as the case may be, such Lender Party
shall not be entitled to compensation under such Section for any such amounts
incurred or accruing prior to the giving of such notice to the Borrower.

                  SECTION 2.11. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Working Capital Notes,
irrespective of any right of counterclaim or set-off (except as otherwise
provided in Section 2.15), not later than 12:00 Noon (Charlotte, North Carolina
time) on the day when due in U.S. dollars to the Administrative Agent at the
Administrative Agent's Account in same day funds. The Administrative Agent will
promptly thereafter cause like funds to be distributed (i) if such payment by
the Borrower is in respect of principal, interest, commitment fees or any other
Obligation then payable hereunder and under the Working Capital Notes to more
than one Lender Party, to such Lender Parties for the account of their
respective Applicable Lending Offices ratably in accordance with the amounts of
such respective Obligations payable to such Lender Parties at such time and (ii)
if such payment by the Borrower is in respect of any Obligation then payable
hereunder to one Lender Party, to such Lender Party for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section


                                       41
<PAGE>   46

8.07(d), from and after the effective date of such Assignment and Acceptance,
the Administrative Agent shall make all payments hereunder and under the Working
Capital Notes in respect of the interest assigned thereby to the Lender Party
assignee thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.

                  (b) The Borrower hereby authorizes each Lender Party, if
and to the extent payment owed to such Lender Party is not made when due
hereunder or, in the case of a Lender, under the Working Capital Note held by
such Lender, to charge from time to time against any or all of the Borrower's
accounts with such Lender Party any amount so due.

                  (c) All computations of interest, fees and commissions
shall be made by the Administrative Agent on the basis of a year of 360 days, 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 interest, fees or
commissions are payable; provided, however, that (i) interest in respect of
which the rate of interest is calculated on the basis of clause (a) of the
definition of "Base Rate" contained in Section 1.01 and (ii) commitment fees
payable pursuant to Section 2.08(a) shall be calculated on the basis of a year
of 365 (or 366, as the case may be) days for the actual number of days elapsed.
Each determination by the Administrative Agent of an interest rate, fee or
commission hereunder shall be conclusive and binding for all purposes, absent
manifest error.

                  (d) Whenever any payment hereunder or under the Working
Capital Notes shall be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of payment of interest or
commitment fee, as the case may be; provided, however, that, if such extension
would cause payment of interest on or principal of Eurodollar Rate Advances to
be made in the next succeeding calendar month, such payment shall be made on the
immediately preceding Business Day.

                  (e) Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to any
Lender Party hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender Party
on such due date an amount equal to the amount due such Lender Party on such
date. If and to the extent the Borrower shall not have so made such payment in
full to the Administrative Agent, each such Lender Party shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender
Party, together with interest thereon, for each day from the date such amount is
distributed to such Lender Party until the date such Lender Party repays such
amount to the Administrative Agent, at the Federal Funds Rate.

                  SECTION 2.12. Taxes. (a) Any and all payments by the Borrower
hereunder or under any of the other Loan Documents shall be made, in accordance
with Section 2.11, free and


                                       42
<PAGE>   47

clear of and without deduction for any and ail present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender Party and each Agent, taxes that
are imposed as a result of a present or former connection between the Lender
Party or the Administrative Agent and the jurisdiction of the Governmental
Authority imposing such taxes or any political subdivision or taxing authority
thereof or therein (other than a connection relating to or arising solely from
the Lender Party or the Administrative Agent holding a Working Capital Note or
having executed, delivered or performed its obligations or received or otherwise
collected payment under, or enforced or otherwise exercised its rights under
this Agreement or any of the other Loan Documents) (all such nonexcluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or under the other Loan Documents being, collectively,
"Taxes"). If the Borrower shall be required under applicable Requirements of Law
to deduct any Taxes from or in respect of any sum payable hereunder or under any
Working Capital Note to any Lender Party or any Agent, (i) 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
2.12) such Lender Party or such Agent, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions and (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or other Governmental
Authority in accordance with applicable Requirements of Law.

                  (b) In addition, the Borrower shall pay any present or
future stamp, recording, documentary, excise, property or similar taxes, charges
or levies that arise from any payment made hereunder or under the Working
Capital Notes or from the execution, delivery or registration of, any
performance under, or otherwise with respect to, this Agreement or the Working
Capital Notes (collectively, "Other Taxes").

                  (c) The Borrower shall indemnify each Lender Party and
each Agent for the full amount of Taxes and Other Taxes, and for the full amount
of taxes of any kind imposed by any jurisdiction on amounts payable under this
Section 2.12, imposed on or paid by such Lender Party or such Agent, as the case
may be, and any liability (including penalties, additions to tax, interest and
expenses) arising therefrom or with respect thereto. The indemnity by the
Borrower provided for in this subsection (c) shall apply and be made whether or
not the Taxes or Other Taxes for which indemnification hereunder is sought have
been correctly or legally asserted; provided, however, that such Lender or such
Agent seeking such indemnification shall take all reasonable actions (consistent
with its internal policy and legal and regulatory restrictions) requested by the
Borrower to assist the Borrower in recovering the amounts paid thereby pursuant
to this subsection (c) from the relevant taxation authority or other
Governmental Authority. Amounts payable by the Borrower under the indemnity set
forth in this subsection (c) shall be paid within 30 days from the date on which
the applicable Lender or Agent, as the case may be, makes written demand
therefor.

                  (d) If the Administrative Agent or any Lender Party
receives a refund in respect of Taxes paid by the Borrower, which in the
reasonable judgment of such Lender Party is



                                       43
<PAGE>   48

allocable to such payment, it shall promptly pay such refund, together with any
other amounts paid by the Borrower in connection with such refunded Taxes, to
the Borrower, net of all out-of-pocket expenses of such Lender Party incurred in
obtaining such refund, provided, that the Borrower agrees to promptly return
such refund to the Administrative Agent or the applicable Lender Party, as the
case may be, if it receives notice from the Administrative Agent or the
applicable Lender Party that such Administrative Agent or Lender Party is
required to repay such refund.

                  (e) Within 30 days after the date of any payment of
Taxes, the Borrower shall furnish to the Administrative Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing payment thereof, to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is reasonably satisfactory to the
Administrative Agent.

                  (f) Each Lender Party organized under the laws of a
jurisdiction outside the United States shall, on or prior to the date of its
execution and delivery of this Agreement in the case of each Initial Lender or
Initial Issuing Bank, as the case may be, and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender Party in the case of each other
Lender Party, and from time to time thereafter as reasonably requested in
writing by the Borrower (but only so long thereafter as such Lender Party
remains lawfully able to do so), provide each of the Administrative Agent and
the Borrower with two original Internal Revenue Service forms 1001 or 4224 or
any successor or other form prescribed by the Internal Revenue Service,
certifying that such Lender Party is exempt from or entitled to a reduced rate
of United States withholding tax on payments pursuant to this Agreement or the
other Loan Documents. If the forms provided by a Lender Party at the time such
Lender Party first becomes a party to this Agreement or at the time the Lender
Party changes the jurisdiction of its Applicable Lending Office or designates a
different Applicable Lending Office indicates a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from Taxes unless and until such Lender Party provides the
appropriate form certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods
governed by such form; provided, however, that, if at the date of a change in
the jurisdiction of the Applicable Lending Office or designation of a new
Applicable Lending Office of a Lender Party, such Lender Party was entitled to
payments under subsection (a) in respect of withholding tax with respect to
interest paid immediately before the change in the Applicable Lending Office,
then, to such extent, the term Taxes shall include (in addition to withholding
taxes that may be imposed in the future or other amounts otherwise includable in
Taxes) withholding tax, if any, applicable with respect to such new Applicable
Lending Office on such date; provided further that, if at the date of the
Assignment and Acceptance pursuant to which a Lender Party becomes a party to
this Agreement, the Lender Party assignor was entitled to payments under
subsection (a) in respect of withholding tax with respect to interest paid at
such date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) withholding tax, if any, applicable with respect to the
Lender Party assignee on such date.



                                       44
<PAGE>   49

                  (g) For any period with respect to which a Lender Party
has failed to provide the Borrower with the appropriate form, certificate or
other document described in subsection (e) of this Section 2.12 (other than if
such failure is due to a change in the applicable Requirements of Law, or in the
interpretation or application thereof, occurring after the date on which a form,
certificate or other document originally was required to be provided or if such
form, certificate or other document otherwise is not required under subsection
(e) of this Section 2.12), such Lender Party shall not be entitled to
indemnification under subsection (a) or (c) of this Section 2.12 with respect to
Taxes imposed by the United States by reason of such failure; provided, however,
that should a Lender Party become subject to Taxes because of its failure to
deliver a form, certificate or other document required hereunder, the Borrower
shall, at such Lender Party's sole expense, take such steps as such Lender Party
shall reasonably request to assist such Lender Party in recovering such Taxes.

                  (h) Any Lender Party claiming any additional amounts
payable pursuant to this Section 2.12 agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
change the jurisdiction of its Applicable Lending Office or designate a
different Applicable Lending Office if the making of such a change or
designation would avoid the need for, or reduce the amount of, any such
additional amounts that may thereafter accrue, provided that such change or
designation is made on terms that such Lender Party and its Applicable Lending
Office suffer no economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of subsection
(a) or (c) above.

                  (i) Each Lender Party represents and agrees that, on the
date hereof and at all times during the term of this Agreement, it is not and
will not be a conduit entity participating in a conduit financing arrangement
(as defined in United States Treasury regulations Section 881-3) with respect to
the Borrowings hereunder (other than a conduit financing arrangement in which
the Borrower, or an Affiliate thereof, is a financing entity) unless the
Borrower has consented to such arrangement prior thereto.

                  SECTION 2.13. Sharing of Payments. Etc. If any Lender Party
shall obtain at any time any payment (whether voluntary, involuntary, through
the exercise of any right of setoff, or otherwise) (a) on account of Obligations
due and payable to such Lender Party under or in respect of this Agreement or
any of the other Loan Documents at such time in excess of its ratable share
(according to the proportion of (i) the amount of such Obligations due and
payable to such Lender Party at such time (other than pursuant to Section 2.10,
2.12, 8.04 or 8.07)


                                       45
<PAGE>   50

to (ii) the aggregate amount of the Obligations due and payable to all Lender
Parties at such time) of payments on account of the Obligations due and payable
to all Lender Parties under or in respect of this Agreement and the other Loan
Documents at such time obtained by all the Lender Parties at such time or (b) on
account of Obligations owing (but not due and payable) to such Lender Party
under or in respect of this Agreement or any of the other Loan Documents at such
time in excess of its ratable share (according to the proportion of(i) the
amount of such Obligations owing to such Lender Party at such time (other than
pursuant to Section 2.10, 2.12, 8.04 or 8.07) to (ii) the aggregate amount of
the Obligations owing (but not due and payable) to all Lender Parties under or
in respect of this Agreement and the other Loan Documents at such time) of
payments on account of the Obligations owing (but not due and payable) to all
Lender Parties under or in respect of this Agreement and the other Loan
Documents at such time obtained by all of the Lender Parties at such time, such
Lender Party shall forthwith purchase from the other Lender Parties such
participations in the Obligations due and payable or owing to them, as the case
may be, as shall be necessary to cause such purchasing Lender Party to share the
excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender Party, such purchase from each other Lender Party shall be rescinded and
such other Lender Party shall repay to the purchasing Lender Party the purchase
price to the extent of such Lender Party's ratable share (according to the
proportion of (A) the purchase price paid to such Lender Party to (B) the
aggregate purchase price paid to all Lender Parties) of such recovery, together
with an amount equal to such Lender Party's ratable share (according to the
proportion of (1) the amount of such other Lender Party's required repayment to
(2) the total amount so recovered from the purchasing Lender Party) of any
interest or other amount paid or payable by the purchasing Lender Party in
respect of the total amount so recovered. The Borrower hereby agrees that any
Lender Party so purchasing a participation from another Lender Party pursuant to
this Section 2.13 may, to the fullest extent permitted under applicable
Requirements of Law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender Party
were the direct creditor of the Borrower in the amount of such participation.

                  SECTION 2.14. Use of Proceeds. The proceeds of the Advances
and issuances of Letters of Credit shall be available (and the Borrower agrees
that it shall use such proceeds and Letters of Credit) to pay to the holders of
Company Stock (other than MCTH) the cash consideration for their shares in the
Merger, to refinance certain Debt of the Borrower and its Subsidiaries
outstanding on the initial Credit Extension Date, to pay fees and expenses
incurred in connection with the consummation of the Transaction and to provide
working capital from time to time to the Borrower and its Subsidiaries;
provided, however, that no more than $33 million of the proceeds of the Advances
shall be used to pay the holders of Company Stock the cash consideration for
their shares in the Merger, to refinance certain Existing Debt and to pay fees
and expenses incurred in connection with the consummation of the Transaction.

                  SECTION 2.15. Defaulting Lenders. (a) In the event that, at
any one time, (i) any Lender Party shall be a Defaulting Lender, (ii) such
Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the
Borrower shall be required to make any payment hereunder or under any other Loan
Document to or for the account of such Defaulting



                                       46
<PAGE>   51

Lender, then the Borrower may, so long as no Default shall occur or be
continuing at such time and to the fullest extent permitted by applicable law,
set off and otherwise apply the Obligation of the Borrower to make such payment
to or for the account of such Defaulting Lender against the obligation of such
Defaulting Lender to make such Defaulted Advance. In the event that, on any
date, the Borrower shall so set off and otherwise apply its obligation to make
any such payment against the obligation of such Defaulting Lender to make any
such Defaulted Advance on or prior


                                       47
<PAGE>   52

to such date, the amount so set off and otherwise applied by the Borrower shall
constitute for all purposes of this Agreement and the other Loan Documents an
Advance by such Defaulting Lender made on the date under the Facility pursuant
to which such Defaulted Advance was originally required to have been made
pursuant to Section 2.01. Such Advance shall be a Base Rate Advance and shall be
considered, for all purposes of this Agreement, to comprise part of the
Borrowing in connection with which such Defaulted Advance was originally
required to have been made pursuant to Section 2.01, even if the other Advances
comprising such Borrowing shall be Eurodollar Rate Advances on the date such
Advance is deemed to be made pursuant to this subsection (a). The Borrower shall
notify the Administrative Agent at any time the Borrower exercises its right of
set-off pursuant to this subsection (a) and shall set forth in such notice (A)
the name of the Defaulting Lender and the Defaulted Advance required to be made
by such Defaulting Lender and (B) the amount set off and otherwise applied in
respect of such Defaulted Advance pursuant to this subsection (a). Any portion
of such payment otherwise required to be made by the Borrower to or for the
account of such Defaulting Lender which is paid by the Borrower, after giving
effect to the amount set off and otherwise applied by the Borrower pursuant to
this subsection (a), shall be applied by the Administrative Agent as specified
in subsection (b) or (c) of this Section 2.15.

                  (b) In the event that, at any one time, (i) any Lender
Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a
Defaulted Amount to the Administrative Agent or any of the other Lender Parties
and (iii) the Borrower shall make any payment hereunder or under any other Loan
Document to the Administrative Agent for the account of such Defaulting Lender,
then the Administrative Agent may, on its behalf or on behalf of such other
Lender Parties and to the fullest extent permitted by applicable law, apply at
such time the amount so paid by the Borrower to or for the account of such
Defaulting Lender to the payment of each such Defaulted Amount to the extent
required to pay such Defaulted Amount. In the event that the Administrative
Agent shall so apply any such amount to the payment of any such Defaulted Amount
on any date, the amount so applied by the Administrative Agent shall constitute
for all purposes of this Agreement and the other Loan Documents payment, to such
extent, of such Defaulted Amount on such date. Any such amount so applied by the
Administrative Agent shall be retained by the Administrative Agent or
distributed by the Administrative Agent to such other Lender Parties, ratably in
accordance with the respective portions of such Defaulted Amounts payable at
such time to the Administrative Agent and such other Lender Parties and, if the
amount of such payment made by the Borrower shall at such time be insufficient
to pay all Defaulted Amounts owing at such time to the Administrative Agent and
the other Lender Parties, in the following order of priority:

                  (i) first, to the Administrative Agent for any Defaulted
         Amount then owing to the Administrative Agent; and

                  (ii) second, to any other Lender Parties for any Defaulted
         Amounts then owing to such other Lender Parties, ratably in accordance
         with such respective Defaulted Amounts then owing to such other Lender
         Parties.



                                       48
<PAGE>   53

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.15.

                  (c) In the event that, at any one time, (i) any Lender
Party shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a
Defaulted Advance or a Defaulted Amount and (iii) the Borrower, the
Administrative Agent or any other Lender Party shall be required to pay or
distribute any amount hereunder or under any other Loan Document to or for the
account of such Defaulting Lender, then the Borrower or such other Lender Party
shall pay such amount to the Administrative Agent to be held by the
Administrative Agent, to the fullest extent permitted by applicable law, in
escrow or the Administrative Agent shall, to the fullest extent permitted by
applicable law, hold in escrow such amount otherwise held by it. Any funds held
by the Administrative Agent in escrow under this subsection (c) shall be
deposited by the Administrative Agent in an account with NationsBank, in the
name and under the control of the Administrative Agent, but subject to the
provisions of this subsection (c). The terms applicable to such account,
including the rate of interest payable with respect to the credit balance of
such account from time to time, shall be NationsBank's standard terms applicable
to escrow accounts maintained with it. Any interest credited to such account
from time to time shall be held by the Administrative Agent in escrow under, and
applied by the Administrative Agent from time to time in accordance with the
provisions of, this subsection (c). The Administrative Agent shall, to the
fullest extent permitted by applicable law, apply all funds so held in escrow
from time to time to the extent necessary to make any Advances required to be
made by such Defaulting Lender and to pay any amount payable by such Defaulting
Lender hereunder and under the other Loan Documents to the Administrative Agent
or any other Lender Party, as and when such Advances or amounts are required to
be made or paid and, if the amount so held in escrow shall at any time be
insufficient to make and pay all such Advances and amounts required to be made
or paid at such time, in the following order of priority:

                  (i) first, to the Administrative Agent for any amount then due
         and payable by such Defaulting Lender to the Administrative Agent
         hereunder;

                  (ii) second, to any other Lender Parties for any amount then
         due and payable by such Defaulting Lender to such other Lender Parties
         hereunder, ratably in accordance with such respective amounts then due
         and payable to such other Lender Parties; and

                  (iii) third, to the Borrower for any Advance then required to
         be made by such Defaulting Lender pursuant to a Commitment of such
         Defaulting Lender.

In the event that any Lender Party that is a Defaulting Lender shall, at any
time, cease to be a Defaulting Lender, any funds held by the Administrative
Agent in escrow at such time with respect to such Lender Party shall be
distributed by the Administrative Agent to such Lender Party and applied by such
Lender Party to the Obligations owing to such Lender Party at such



                                       49
<PAGE>   54

time under this Agreement and the other Loan Documents ratably in accordance
with the respective amounts of such Obligations outstanding at such time.

                  (d) The rights and remedies against a Defaulting Lender
under this Section 2.15 are in addition to other rights and remedies that the
Borrower may have against such Defaulting Lender with respect to any Defaulted
Advance and that the Administrative Agent or any Lender Party may have against
such Defaulting Lender with respect to any Defaulted Amount.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

                  SECTION 3.01. Conditions of Initial Credit Extensions. The
obligation of each Lender to make an Advance on the initial Credit Extension
Date and the obligation of the Issuing Bank to issue a Letter of Credit on the
initial Credit Extension Date are subject to the satisfaction of the following
conditions precedent before or concurrently with the making of such Advance or
the issuance of such Letter of Credit:

                  (a) The Merger shall have been consummated in accordance with
         the terms of the Merger Agreement without any waiver or amendment
         thereto (unless such amendment or waiver is not materially adverse to
         the interests of the Lender Parties), and in compliance with all
         applicable laws. The aggregate purchase price shall not be in excess of
         approximately $276 million, including the refinancing of existing debt
         and transaction expenses.

                  (b) The Borrower shall have received a net capital
         contribution (including the rollover of existing equity interests by
         WCAS and members of the Borrower's management) of at least $228.5
         million in common equity (which shall consist of a net capital
         contribution of at least (x) approximately $105.75 million in common
         equity by KKR, (y) approximately $105.75 million in common equity by
         WCAS and physician investors and (z) approximately $16.5 million in
         common equity by members of the Borrower's management.

                  (c) The Administrative Agent shall be reasonably satisfied
         that all Existing Debt, other than the Debt identified on Schedule
         3.01(c) or permitted under Section 5.02(b)(i), (ii), (iv), (v), (viii),
         (ix) or (x) (the "Surviving Debt"), has been prepaid, redeemed or
         defeased in full or otherwise satisfied and extinguished.

                  (d) Before giving effect to the Merger and the other
         transactions contemplated by this Agreement, there shall have occurred
         no material adverse change in the business,


                                       50
<PAGE>   55

         assets, properties, operations, financial condition or prospects of the
         Borrower and its Subsidiaries, taken as a whole, since September 30,
         1997.

                  (e) There shall exist no action, suit, investigation,
         litigation or proceeding affecting any Loan Party or any of its
         Subsidiaries pending or threatened before any court, governmental
         agency or arbitrator that (i) would reasonably be likely to have a
         Material Adverse Effect or (ii) purports to affect the legality,
         validity or enforceability of the Merger, this Agreement, any Working
         Capital Notes or any other Loan Document or is reasonably likely to
         impose materially burdensome conditions on the consummation of the
         transactions contemplated hereby.

                  (f) All governmental and third party consents and approvals
         necessary in connection with the Merger, the Loan Documents and the
         Related Documents and the transactions contemplated thereby shall have
         been obtained (without the imposition of any condition that is
         reasonably likely to impose materially burdensome conditions on the
         consummation of the transactions contemplated hereby) and shall remain
         in effect except for any such consents and approvals, the absence of
         which, either individually or in the aggregate, would not reasonably be
         likely to have a Material Adverse Effect; all applicable waiting
         periods under applicable law shall have expired without any action
         being taken by any competent authority; and no law or regulation shall
         be applicable that restrains, prevents or imposes materially adverse
         conditions upon the Merger, the Loan Documents and the Related
         Documents and the transactions contemplated thereby.

                  (g) The Administrative Agent shall have received the fees
         referred to a separate letter agreement dated as of March 12, 1998
         between the Borrower and the Administrative Agent.

                  (h) The Administrative Agent shall have received on or before
         the initial Credit Extension Date the following, each dated such day
         (unless otherwise specified), in form and substance reasonably
         satisfactory to the Administrative Agent (unless otherwise specified)
         and (except for the Working Capital Notes) in sufficient copies for
         each Lender Party:

                           (i) if requested by a Lender prior to the Closing
                  Date, a Working Capital Note payable to the order of such
                  Lender.

                           (ii) Certified copies of the resolutions of the Board
                  of Directors of the Borrower and each other Loan Party
                  approving each Loan Document and Related Document to which it
                  is or is to be a party and the transactions contemplated
                  thereby, and of all documents evidencing other necessary
                  corporate action and governmental and other third party
                  approvals and consents, if any, with respect to the Merger,
                  this Agreement, the Working Capital Notes and each other Loan
                  Document.



                                       51
<PAGE>   56

                           (iii) A copy of a certificate of the Secretary of
                  State of the jurisdiction of its incorporation, dated
                  reasonably near the initial Credit Extension Date, listing the
                  charter of the Borrower and each other Loan Party and each
                  amendment thereto on file in his office and certifying that
                  (A) such amendments are the only amendments to the Borrower's
                  or such other Loan Party's charter on file in his office, (B)
                  if applicable, the Borrower and each such other Loan Party
                  have paid all franchise taxes to the date of such certificate
                  and (C) if applicable, the Borrower and each other Loan Party
                  are duly incorporated and in good standing under the laws of
                  the State of the jurisdiction of its incorporation.

                           (iv) A certificate of the Borrower and each other
                  Loan Party, signed on behalf of the Borrower and such other
                  Loan Party by its President or a Vice President and its
                  Secretary or any Assistant Secretary, dated the initial Credit
                  Extension Date (the statements made in which certificate shall
                  be true on and as of the date of the initial Credit Extension
                  Date), certifying as to (A) the absence of any amendments to
                  the charter of the Borrower or such other Loan Party since the
                  date of the certificate referred to in Section 3.01 (h)(iii),
                  (B) a true and correct copy of the bylaws of the Borrower and
                  such other Loan Party as in effect on the date of the initial
                  Credit Extension Date, (C) the absence of any proceeding for
                  the dissolution or liquidation of the Borrower or such other
                  Loan Party, (D) the truth and accuracy of the representations
                  and warranties contained in the Loan Documents in all material
                  respects as though made on and as of the date of the initial
                  Credit Extension Date, (E) the absence of any event occurring
                  and continuing, or resulting from the initial Credit Extension
                  Date, that constitutes a Default.

                           (v) A certificate of the Secretary or an Assistant
                  Secretary of the Borrower and each other Loan Party certifying
                  the names and true signatures of the officers of the Borrower
                  and such other Loan Party authorized to sign this Agreement,
                  the Working Capital Notes, each other Loan Document and each
                  Related Document to which they are or are to be parties and
                  the other documents to be delivered hereunder and thereunder.

                           (vi) A pledge agreement in substantially the form of
                  Exhibit E hereto (together with each other pledge agreement or
                  Pledge Agreement Supplement delivered pursuant to Section
                  5.01(h), in each case as amended, supplemented or otherwise
                  modified from time to time in accordance with its terms, the
                  "Pledge Agreement"), duly executed by the Parent, the Borrower
                  and each Guarantor, together with:

                                    (A) certificates representing 100% of the
                           issued and outstanding Capital Stock owned by the
                           Borrower and the Guarantors of all of the Guarantor
                           Subsidiaries, accompanied by undated stock powers
                           executed in


                                       52
<PAGE>   57

                           blank, and instruments evidencing the Pledged Debt
                           referred to therein indorsed in blank,

                                    (B) copies of proper financing statements,
                           to be duly filed on or before the initial Credit
                           Extension Date under the Uniform Commercial Code of
                           all jurisdictions that the Administrative Agent may
                           deem necessary or desirable in order to perfect and
                           protect the first priority liens and security
                           interests created under the Pledge Agreement,
                           covering the Collateral described in the Pledge
                           Agreement,

                                    (C) completed requests for information,
                           dated on or before the initial Credit Extension Date,
                           listing all other effective financing statements
                           filed in the jurisdictions referred to in clause (B)
                           above that name the Parent, the Borrower or any other
                           Loan Party as debtor, together with copies of such
                           other financing statements,

                                    (D) evidence of the completion of all other
                           recordings and filings of or with respect to the
                           Pledge Agreement that the Administrative Agent may
                           reasonably deem necessary or desirable in order to
                           perfect and protect the Liens created thereby, and

                                    (E) evidence that all other action that the
                           Administrative Agent may reasonably deem necessary or
                           desirable in order to perfect and protect the first
                           priority liens and security interests created under
                           the Pledge Agreement has been taken.

                           (vii) A guaranty in substantially the form of Exhibit
                  F hereto (together with each other guaranty or Guaranty
                  Supplement delivered pursuant to Section 5.0 l(h), in each
                  case as amended, supplemented or otherwise modified from time
                  to time in accordance with its terms, the "Guaranty"), duly
                  executed by each of the Guarantors.

                           (viii) Certified copies of each of the Related
                  Documents, duly executed by the parties thereto and in form
                  and substance satisfactory to the Lender Parties, together
                  with all material agreements, instruments and other documents
                  delivered in connection therewith.

                           (ix) A pro forma balance sheet of the Borrower and
                  its Subsidiaries as of March 31, 1998 after giving effect to
                  the Merger and the other transactions contemplated hereby and
                  reflecting estimated purchase price accounting adjustments,
                  and such other information relating to the Merger as the
                  Administrative Agent may reasonably require.


                                       53
<PAGE>   58

                           (x) Certificates, in substantially the form of
                  Exhibit H hereto, respectively, attesting to the Solvency of
                  each of the Loan Parties after giving effect to the Merger and
                  the other transactions contemplated hereby, from the chief
                  financial officer of the Borrower or a nationally recognized
                  valuation firm satisfactory to the Administrative Agent.

                           (xi) (A) A favorable opinion of Moore & Van Allen,
                  counsel for the Loan Parties, in substantially the form of
                  Exhibit G-1 hereto, (B) a favorable opinion of Simpson,
                  Thacher & Bartlett, special counsel for the Loan Parties, in
                  substantially the form of Exhibit G-2 hereto and (C) a
                  favorable opinion of Mariscal, Weeks, McIntyre & Friedlander,
                  P.A., special Arizona counsel for the Loan Parties, in
                  substantially the form of Exhibit G-3 hereto.

                           (xii) A favorable opinion of Shearman & Sterling,
                  counsel for the Administrative Agent, in form and substance
                  satisfactory to the Administrative Agent.

                  SECTION 3.02. Conditions Precedent to Each Borrowing and
Issuance. The obligation of each Lender to make an Advance (other than a Letter
of Credit Advance made by the Issuing Bank or a Working Capital Lender pursuant
to Section 2.03(c) on the occasion of each Borrowing (including the initial
Credit Extension Date), and the obligation of the Issuing Bank to issue a Letter
of Credit (including the initial issuance) or renew a Letter of Credit, shall be
subject to the further conditions precedent that on the date of such Borrowing
or issuance or renewal (a) the following statements shall be true in all
material respects (and each of the giving of the applicable Notice of Borrowing,
Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of
the proceeds of such Borrowing or of such Letter of Credit or the renewal of
such Letter of Credit shall constitute a representation and warranty by the
Borrower that both on the date of such notice and on the date of such Borrowing
or issuance or renewal such statements are true):

                  (i) the representations and warranties contained in each Loan
         Document are correct in all material respects on and as of such date,
         before and after giving effect to such Borrowing or issuance or renewal
         and to the application of the proceeds therefrom, as though made on and
         as of such date, other than any such representations or warranties
         that, by their terms, refer to a specific date other than the date of
         such Borrowing or issuance or renewal, in which case, as of such
         specific date; and

                  (ii) no Default has occurred and is continuing, or would
         result from such Borrowing or issuance or renewal or from the
         application of the proceeds therefrom.

                  SECTION 3.03. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender Party shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or


                                       54
<PAGE>   59

other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to the Lender Parties unless an officer of the Administrative
Agent responsible for the transactions contemplated by the Loan Documents shall
have received notice from such Lender Party prior to the initial Credit
Extension Date specifying its objection thereto and, if a Borrowing occurs on
the initial Credit Extension Date, such Lender Party shall not have made
available to the Administrative Agent such Lender Party's ratable portion of
such Borrowing.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                  (a) Loan Parties - Due Organization. Good Standing: Corporate
         Power and Authority: Capital Stock. Each Loan Party (i) is a
         corporation duly organized, validly existing and in good standing under
         the laws of the jurisdiction of its incorporation, (ii) is duly
         qualified and in good standing as a foreign corporation in each other
         jurisdiction in which it owns or leases property or in which the
         conduct of its business requires it to so qualify or be licensed except
         where the failure to be so qualified or in good standing could not be
         reasonably expected to have a Material Adverse Effect and (iii) has all
         requisite corporate power and authority (including, without limitation,
         all material governmental licenses, permits and other approvals) to own
         or lease and operate its properties and to carry on its business as now
         conducted and as proposed to be conducted except to the extent that the
         absence of such requisite corporate power and authority could not be
         reasonably expected to have a Material Adverse Effect. All of the
         outstanding capital stock of the Borrower has been validly issued, is
         fully paid and non-assessable and is owned by the Parent free and clear
         of all Liens, except those created under the Collateral Documents.

                  (b) Loan Parties' Subsidiaries - Due Organization; Good
         Standing; Corporate Authorization and Authority; Capital Stock. Set
         forth on Schedule 4.01(b) hereto is a complete and accurate list of all
         Subsidiaries of each Loan Party, showing as of the date hereof (as to
         each such Subsidiary) the jurisdiction of its incorporation, the number
         of shares of each class of capital stock authorized, and the number
         outstanding, on the date hereof and the percentage of the outstanding
         shares of each such class owned (directly or indirectly) by such Loan
         Party and the number of shares covered by all outstanding options,
         warrants, rights of conversion or purchase and similar rights at the
         date hereof. Each Loan Party's Subsidiary (i) is a corporation duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its incorporation, (ii) is duly qualified and in good
         standing as a foreign corporation in each other jurisdiction in which
         it owns or leases property or in which the conduct of its business
         requires it to so qualify or be


                                       55
<PAGE>   60

         licensed except where the failure to be so qualified or in good
         standing could not be reasonably expected to have a Material Adverse
         Effect and (iii) has all requisite corporate power and authority
         (including, without limitation, all governmental licenses, permits and
         other approvals) to own or lease and operate its properties and to
         carry on its business as now conducted and as proposed to be conducted
         except to the extent that the absence of such requisite corporate power
         and authority could not be reasonably expected to have a Material
         Adverse Effect.

                  (c) Due Authorization of Loan Documents; Non-Contravention,
         Etc. The execution, delivery and performance by each Loan Party of each
         Transaction Document to which it is or is to be a party, and the
         consummation of the Merger and the other transactions contemplated
         hereby, are within such Loan Party's corporate powers, have been duly
         authorized by all necessary corporate action, and do not (i) contravene
         such Loan Party's Constitutive Documents, (ii) violate any applicable
         provision of any material Requirement of Law applicable to such Loan
         Party or any of its material properties, or any material order,
         injunction, writ or decree of any Governmental Authority to which such
         Loan Party or any of its material properties is subject, (iii) conflict
         with or result in the breach of, or constitute a default under, any
         loan agreement, indenture, mortgage, deed of trust or other financial
         instrument, or any material contract or agreement, binding on or
         affecting any Loan Party, any of its Subsidiaries or any of their
         material properties or (iv) except for the Liens created under the Loan
         Documents, result in or require the creation or imposition of any Lien
         upon or with respect to any of the properties of any Loan Party or any
         of its Subsidiaries.

                  (d) Governmental and Third Party Approvals. No authorization
         or approval or other action by, and no notice to or filing with, any
         Governmental Authority or any other third party is required for (i) the
         due execution, delivery, recordation, filing or performance by any Loan
         Party of any Related Document to which it is or is to be a party, or
         for the consummation of the Merger or the other transactions
         contemplated by the Transaction Documents, (ii) the grant by any Loan
         Party of the Liens granted by it pursuant to the Collateral Documents,
         (iii) the perfection or maintenance of the Liens created under the
         Collateral Documents (including the first priority nature thereof) or
         (iv) the exercise by the Administrative Agent or any Lender Party of
         its rights under the Loan Documents or the remedies in respect of the
         Collateral pursuant to the Collateral Documents, except for the
         authorizations, approvals, actions, notices and filings listed on
         Schedule 4.01 (d) hereto, all of which have been duly obtained, taken,
         given or made and are in full force and effect.

                  (e) Due Execution and Delivery: Binding Obligation. Each of
         the Related Documents has been, duly executed and delivered by each
         Loan Party party thereto and is the legal, valid and binding obligation
         of each Loan Party party thereto, enforceable against such Loan Party
         in accordance with its terms, except as may be limited by



                                       56
<PAGE>   61

         bankruptcy, insolvency, reorganization, moratorium or similar laws
         affecting creditor's rights generally or by general principles of
         equity.

                  (f) Litigation. Etc. There is no action, suit, investigation,
         litigation or proceeding affecting any Loan Party or any of its
         Subsidiaries, including any Environmental Action, pending or, to the
         knowledge of the Borrower, threatened before any court, governmental
         agency or arbitrator that has or could reasonably be expected to have a
         Material Adverse Effect.

                  (g) Historical Financial Statements. The Consolidated balance
         sheet of the Borrower and its Subsidiaries as at September 30, 1997,
         and the related Consolidated statement of income and Consolidated
         statement of cash flows of the Borrower and its Subsidiaries for the
         fiscal year then ended, accompanied by an unqualified opinion of Ernst
         & Young LLP, independent public accountants, and the Consolidated
         balance sheet of the Borrower and its Subsidiaries as at March 31,
         1998, and the related Consolidated statement of income and Consolidated
         statement of cash flows of the Borrower and its Subsidiaries for the
         six months then ended, duly certified by the chief financial officer of
         the Borrower, copies of which have been furnished to each Lender Party,
         fairly present in all material respects, subject, in the case of said
         balance sheet as at March 31, 1998, and said statements of income and
         cash flows for the six months then ended, to year-end audit
         adjustments, the Consolidated financial condition of the Borrower and
         its Subsidiaries as at such dates and the Consolidated results of
         operations of the Borrower and its Subsidiaries for the periods ended
         on such dates, all in accordance with generally accepted accounting
         principles applied on a consistent basis, and since September 30, 1997,
         there has been no Material Adverse Change.

                  (h) Pro Forma Financial Statements. The Consolidated pro forma
         balance sheet of the Borrower and its Subsidiaries as at March 31,
         1998, certified by the chief financial officer of the Borrower, copies
         of which have been furnished to each Lender Party, fairly present in
         all material respects the Consolidated pro forma financial condition of
         the Borrower and its Subsidiaries as at such date, giving effect to the
         Merger and the other transactions contemplated hereby.

                  (i) Forecasts. The Consolidated forecasted balance sheet,
         statement of income and statement of cash flows of the Borrower and its
         Subsidiaries delivered to the Lender Parties pursuant to Section 5.03
         were prepared in good faith on the basis of the assumptions stated
         therein, which estimates and assumptions were believed to be reasonable
         and fair in the light of conditions existing at the time made, it being
         understood by the Lender Parties that such projections as to future
         events are not to be viewed as facts and that actual results during the
         period or periods covered by any such projections may differ from the
         projected results.


                                       57
<PAGE>   62

                  (j) Other Information. Neither the Information Memorandum nor
         any other information, exhibit or report furnished on or prior to the
         Closing Date by any Loan Party to the Administrative Agent or any
         Lender Party in writing in connection with the negotiation of the Loan
         Documents or pursuant to the terms of the Loan Documents, taken as a
         whole, contained any untrue statement of a material fact or omitted to
         state a material fact necessary to make the statements made herein and
         therein, taken as a whole, not misleading at such time in light of the
         circumstances in which the same were made, it being understood that for
         purposes of this Section 4.01(j), such factual information does not
         include projections and pro forma financial information.

                  (k) Compliance with Margin Retaliations. The Borrower is not
         engaged in the business of extending credit for the purpose of
         purchasing or carrying Margin Stock, and following application of the
         proceeds of each Advance or drawing under each Letter of Credit, not
         more than 25 percent of the value of the assets (either of the Borrower
         only or of the Borrower and its Subsidiaries on a Consolidated basis)
         subject to the provisions of Section 5.02(a) or 5.02(d) or subject to
         any restriction contained in any agreement or instrument between the
         Borrower and any Lender Party or any Affiliate of any Lender Party
         relating to Debt within the scope of Section 6.01 (e) will be Margin
         Stock.

                  (l) Investment Company Act. The Borrower is not an "investment
         company," as such term is defined in the Investment Company Act of
         1940, as amended.

                  (m) ERISA Compliance. Each Plan is in compliance with the
         terms thereof and the applicable provisions of ERISA, the Code and any
         applicable Requirement of Law; no Reportable Event has occurred (or is
         reasonably likely to occur) with respect to any Plan; no Plan is
         insolvent or in reorganization (or is reasonably likely to be insolvent
         or in reorganization), and no written notice of any such insolvency or
         reorganization has been given to the Borrower, any Subsidiary or any
         ERISA Affiliate; no Plan (other than a multiemployer plan) has an
         accumulated or waived funding deficiency (or is reasonably likely to
         have such a deficiency); neither any Loan Party nor any ERISA Affiliate
         has incurred (or is reasonably expected to incur) any liability to or
         on account of a Plan pursuant to Section 409, 502(i), 502(1), 515,
         4062, 4063, 4064, 4201 or 4204 of ERISA or Section 4971 or 4975 of the
         Code or has been notified in writing that it will incur any liability
         under any of the foregoing Sections with respect to any Plan; no
         proceedings have been instituted (or are reasonably likely to be
         instituted) to terminate or to reorganize any Plan or to appoint a
         trustee to administer any Plan, and no written notice of any such
         proceedings has been given to any Loan Party or any ERISA Affiliate;
         and no lien imposed under the Internal Revenue Code or ERISA on the
         assets of any Loan Party or any ERISA Affiliate exists on account of
         any Plan (or is reasonably likely to exist) nor has any Loan Party or
         any ERISA Affiliate been notified in writing that such a lien will be
         imposed on the assets of any Loan Party or any ERISA Affiliate on
         account of any Plan, except to the extent that a breach of any of the
         foregoing representations and warranties in this Section 4.01 (m) would
         not result, individually or in the aggregate, in an amount of


                                       58
<PAGE>   63

         liability that would be reasonably likely to have a Material Adverse
         Effect. No Plan (other than a multiemployer plan) has an Unfunded
         Current Liability that would, individually or when taken together with
         any other liabilities referenced in this Section 4.01 (m), be
         reasonably likely to have a Material Adverse Effect. With respect to
         Plans that are multiemployer plans (as defined in Section 3(37) of
         ERISA), the representations and warranties in this Section 4.01 (m),
         other than any made with respect to (a) liability under Section 4201 or
         4204 of ERISA or (b) liability for termination or reorganization of
         such Plans under ERISA, are made to the best knowledge of the Borrower.

                  (n) Environmental Matters. (i) Other than instances of
         noncompliance that could not reasonably be expected to have a Material
         Adverse Effect, the Borrower and its Subsidiaries are in compliance
         with all Environmental Laws in all jurisdictions in which the Borrower
         and each of its Subsidiaries are currently doing business (including,
         without limitation, having obtained all material Environmental Permits
         required under Environmental Laws.

                  (ii) Neither the Borrower nor any of its Subsidiaries has
         treated, stored, transported or disposed of Hazardous Materials at or
         from any currently or formerly owned real estate or facility relating
         to its business in a manner that could reasonably be expected to have a
         Material Adverse Effect.

                  (o) Title to Properties. The Borrower and each of its
         Subsidiaries has good title to, or leasehold interests in, all property
         necessary for the conduct of their respective businesses free and clear
         of all Liens (other than any Liens permitted by this Agreement), except
         where the failure to have such good title or leasehold interests could
         not, individually or in the aggregate, reasonably be expected to have a
         Material Adverse Effect.

                  (p) Taxes. The Borrower, its Subsidiaries and all other
         corporations with whom the Borrower or any Subsidiary join in the
         filing of a consolidated return have filed all Federal income tax
         returns and other material tax returns and reports, domestic and
         foreign, required to be filed, and have paid all material taxes,
         assessments, fees and other governmental charged levied or imposed upon
         them or their properties, income or assets otherwise due and payable,
         except those not yet delinquent or which are being contested in good
         faith. The Borrower, each of its Subsidiaries and each such other
         corporation with whom the Borrower or any Subsidiary joins in the
         filing of a consolidated return have paid, or have provided adequate
         reserves (in the good faith judgment of the management of the Borrower)
         in accordance with GAAP for the payment of all such material taxes,
         assessments, fees and charges relating to all prior taxable years and
         the current taxable year of the Borrower, each of its Subsidiaries and
         each such other corporation with whom the Borrower or any Subsidiary


                                       59
<PAGE>   64

         joins in the filing of a consolidated return. To the best knowledge of
         the Borrower, there is no proposed tax assessment against the Borrower,
         any Subsidiary or any such other corporation with whom the Borrower or
         any Subsidiary joins in the filing of a consolidated return that could
         reasonably be expected to have a Material Adverse Effect.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any Advance or
any other Obligation of any Loan Party under any Loan Document shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, the Borrower will:

                  (a) Compliance with Laws. Etc. Comply, and cause each of its
         Subsidiaries to comply, in all material respects, with all applicable
         statutes, regulations and other Requirements of Law, such compliance to
         include, without limitation, compliance with ERISA and Environmental
         Laws, except such as may be contested in good faith or as to which a
         bona fide dispute may exist and except to the extent that noncompliance
         therewith could not reasonably be expected to have a Material Adverse
         Effect.

                  (b) Payment of Taxes. Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, (i) all material taxes, assessments and governmental
         charges or levies imposed upon it or upon its property prior to the
         date on which material penalties attach thereto and (ii) all lawful
         material claims that, if unpaid, might by law become a material Lien
         upon its property; provided, however, that neither the Borrower nor any
         of its Subsidiaries shall be required to pay or discharge any such tax,
         assessment, charge or claim that is being contested in good faith and
         by proper proceedings and as to which appropriate reserves (in the good
         faith judgment of the management of the Borrower or such Subsidiary)
         are being maintained in accordance with GAAP, unless and until any Lien
         resulting therefrom attaches to its property and an execution,
         foreclosure or similar proceeding shall have been commenced which, if
         determined adversely to the Borrower or any of its Subsidiaries would,
         either individually or together with all other such Liens, reasonably
         be expected to have a Material Adverse Effect.

                  (c) Maintenance of Insurance. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with insurance companies or
         associations that the Borrower believes are responsible and reputable
         at the time the relevant coverage is placed or renewed, in such amounts
         and covering such risks (and with such risk retentions) as is usually
         carried by companies engaged in similar businesses and owning similar
         properties in the same general areas in which the Borrower or such
         Subsidiary operates.


                                       60
<PAGE>   65

                  (d) Preservation of Corporate Existence. Etc. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its existence, corporate rights and franchises, except to the extent
         that failure to do so could not reasonably be expected to have a
         Material Adverse Effect; provided, however, that the Borrower and its
         Subsidiaries may consummate the Merger and any other merger or
         consolidation permitted under Section 5.02(c) or any sale or
         disposition permitted under Section 5.02(d); provided further that
         neither the Borrower nor any of its Subsidiaries shall be required to
         preserve any right, permit, license, approval, privilege or franchise
         if the Board of Directors of the Borrower or such Subsidiary shall
         determine that the preservation thereof is no longer desirable in the
         conduct of the business of the Borrower or such Subsidiary, as the case
         may be, and that the loss thereof is not disadvantageous in any
         material respect to the Borrower, such Subsidiary or the Lender
         Parties.

                  (e) Visitation Rights. At any reasonable time and from time to
         time, upon reasonable notice and during normal business hours, permit
         officers and designated representatives of the Administrative Agent or
         the Required Lenders, to examine and make copies of and abstracts from
         the records and books of account of, and visit the properties of, the
         Borrower and any of its Subsidiaries, and to discuss the affairs,
         finances and accounts of the Borrower and any of its Subsidiaries with
         any of their officers or directors and with their independent certified
         public accountants, provided that the Borrower may, if it so chooses,
         be present at or participate in any such discussion.

                  (f) Maintenance of Properties, Etc. Maintain and preserve, and
         cause each of its Subsidiaries to maintain and preserve, all of its
         properties that are used or useful in the conduct of its business in
         good working order and condition, ordinary wear and tear excepted, in
         each case consistent with past practice, and will from time to time
         make or cause to be made all appropriate repairs, renewals and
         replacements thereof, except where the failure to do so would not
         reasonably be likely to have a Material Adverse Effect.

                  (g) Transactions with Affiliates. Conduct, and cause each of
         its Subsidiaries to conduct, all transactions otherwise permitted under
         the Loan Documents with any of their Affiliates (other than any
         Subsidiary or Included Entity) on terms that are fair and reasonable
         and no less favorable to the Borrower or such Subsidiary than it would
         obtain in a comparable arm's-length transaction with a Person not an
         Affiliate, other than (i) reasonable and customary fees paid to members
         of the board of directors of the Borrower and/or its Subsidiaries and
         (ii) the payment of customary annual fees to KKR and/or its Affiliates
         for management, consulting and financial services rendered to the
         Borrower and its Subsidiaries and investment banking fees paid to KKR
         and/or its Affiliates for services rendered in connection with
         divestitures, acquisitions and financings and other transactions.


                                       61
<PAGE>   66

                  (h) Covenant to Guarantee Obligations and Give Security. Upon
         the formation or acquisition of any new direct or indirect Guarantor
         Subsidiaries by any Loan Party, then the Borrower shall, in each case
         at the Borrower's expense:

                           (i) in connection with the formation or acquisition
                  or a Guarantor Subsidiary, within 20 days after such formation
                  or acquisition, cause each such Guarantor Subsidiary, to duly
                  execute and deliver to the Administrative Agent a Guaranty
                  Supplement under which such Subsidiary guarantees payment of
                  all of the obligations of the Borrower under the Loan
                  Documents,

                           (ii) within 20 days after any such formation or
                  acquisition, cause the Borrower or the applicable Subsidiary
                  to pledge the stock of such Guarantor Subsidiary and to
                  execute and deliver a Pledge Agreement Supplement covering
                  such stock or a new pledge agreement in substantially the form
                  of the Pledge Agreement or otherwise in form and substance
                  satisfactory to the Administrative Agent, pledging 100% of the
                  issued and outstanding Capital Stock owned by the Borrower and
                  its Subsidiaries in such Guarantor Subsidiary, together with
                  delivery to the Administrative Agent of certificates
                  representing such pledged stock accompanied by undated stock
                  powers executed in blank,

                           (iii) within 20 days after such request, take
                  whatever action (including, without limitation, the filing of
                  Uniform Commercial Code financing statements, the giving of
                  notices and the endorsement of notices on title documents) as
                  may be reasonably necessary or advisable in the opinion of the
                  Administrative Agent to vest in the Administrative Agent (or
                  in any representative of the Administrative Agent designated
                  by it) valid and subsisting Liens on the properties purported
                  to be subject to the Pledge Agreement Supplement or pledge
                  agreement delivered pursuant to this Section 5.01 (h),
                  enforceable against all third parties in accordance with their
                  terms, and

                           (iv) within 60 days after such request, deliver to
                  the Administrative Agent a signed copy of a favorable opinion,
                  addressed to the Administrative Agent, of counsel for the
                  Borrower reasonably acceptable to the Administrative Agent as
                  to the matters contained in clauses (i), (ii) and (iii) above,
                  as to such guarantees and pledge agreements being legal, valid
                  and binding obligations of the Borrower and its Subsidiaries
                  enforceable in accordance with their terms and as to such
                  other matters as the Administrative Agent may reasonably
                  request.

                  (i) Change in Business. The Borrower shall, and shall cause
         its Subsidiaries to, taken as a whole, engage primarily in (a) the
         lines of business carded on by the Borrower and its Subsidiaries on the
         Closing Date and/or (b) businesses or activities reasonably similar
         thereto or a reasonable extension, development or expansion thereof or
         ancillary thereto.


                                       62
<PAGE>   67

                  SECTION 5.02. Negative Covenants. So long as any Advance or
any other Obligation of any Loan Party under any Loan Document shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, the Borrower will not, at any time:

                  (a) Liens, Etc. Create, incur, assume or suffer to exist, or
         permit any of its Subsidiaries to create, incur, assume or suffer to
         exist, any Lien on or with respect to any of its properties of any
         character (including, without limitation, accounts) whether now owned
         or hereafter acquired, except:

                           (i) Liens created under the Loan Documents;

                           (ii) Permitted Liens;

                           (iii) Liens existing on the date hereof and described
                  on Schedule 5.02(a) hereto;

                           (iv) purchase money Liens upon or in real property or
                  equipment acquired or held by the Borrower or any of its
                  Subsidiaries to secure the purchase price of such property or
                  equipment or Liens to secure Debt incurred solely for the
                  purpose of financing the acquisition, construction or
                  improvement of any such property or equipment to be subject to
                  such Liens, or Liens existing on any such property or
                  equipment at the time of acquisition (other than any such
                  Liens created in contemplation of such acquisition that do not
                  secure the purchase price), or extensions, renewals or
                  replacements of any of the foregoing for the same or a lesser
                  amount; provided, however, that no such Lien shall extend to
                  or cover any property other than the property or equipment
                  being acquired, constructed or improved (except that, in the
                  case of Debt of a Subsidiary that owns, operates or manages a
                  hospital, medical practice or diagnostic facility (other than
                  Diagnostics and Physician Management), the holder of such Debt
                  may have a Lien on the other assets of such hospital, medical
                  practice or diagnostic facility (as the case may be), and no
                  such extension, renewal or replacement shall extend to or
                  cover any property not theretofore subject to the Lien being
                  extended, renewed or replaced; provided further, that if such
                  Lien is incurred by the Borrower, the aggregate principal
                  amount of the Debt secured by such Liens shall not exceed the
                  aggregate amount permitted under Section 5.02(b)(iv);

                           (v) Liens arising in connection with Capitalized
                  Leases permitted under Section 5.02(b)(v); provided that no
                  such Lien shall extend to or cover any Collateral or assets
                  other than the assets subject to such Capitalized Leases;


                                       63
<PAGE>   68

                           (vi) Liens on assets of any Subsidiary that owns,
                  operates or manages a hospital, medical practice or diagnostic
                  facility securing Debt under a working capital facility for
                  such Subsidiary;

                           (vii) Liens on property of a Person existing at the
                  time such Person is merged into or consolidated with the
                  Borrower or any Subsidiary of the Borrower or becomes a
                  Subsidiary of the Borrower; provided that such Liens were not
                  created in contemplation of such merger, consolidation or
                  investment and do not extend to any assets other than those of
                  the Person merged into or consolidated with the Borrower or
                  such Subsidiary or acquired by the Borrower or such
                  Subsidiary;

                           (viii) other Liens affecting property with an
                  aggregate fair value not to exceed $15,000,000, provided that
                  no such Lien shall extend to or cover any Collateral; and

                           (ix) the replacement, extension or renewal of any
                  Lien permitted hereunder upon or in the same property
                  theretofore subject thereto or the replacement, extension or
                  renewal (without increase in the amount or change in any
                  direct or contingent obligor) of the Debt secured thereby
                  (except as expressly permitted hereunder).

                  (b) Debt. Create, incur, assume or suffer to exist, or permit
         any of its Subsidiaries to create, incur, assume or suffer to exist,
         any Debt, except:

                           (i) Debt in respect of Hedge Agreements designed to
                  hedge against fluctuations in interest rates incurred in the
                  ordinary course of business and consistent with prudent
                  business practice;

                           (ii) (A) Debt owed to any other Loan Party, which
                  Debt (x) shall constitute Pledged Debt and (y) shall be
                  evidenced by promissory notes and such promissory notes shall
                  be pledged as security for the Obligations under the Loan
                  Documents of the holder thereof and delivered to the
                  Administrative Agent pursuant to the terms of the Pledge
                  Agreement; and (B) Debt set forth on Schedule 5.02(b)

                           (iii) Debt under the Loan Documents;

                           (iv) (A) in the case of Liens permitted by Section
                  5.02(a)(iv) and Section 5.02(a)(vi) and incurred by a
                  Subsidiary of the Borrower (other than Diagnostics and
                  Physician Management), Debt secured by such Liens and (B) in
                  the case of other Liens permitted by Section 5.02(a)(iv)
                  incurred by the Borrower,


                                       64
<PAGE>   69

                  Debt not to exceed (together with the Debt permitted by clause
                  (xi) below) an aggregate amount equal to $25,000,000 at any
                  time outstanding;

                           (v) Capitalized Leases entered into by Subsidiaries
                  of the Borrower (other than Diagnostics and Physician
                  Management), provided that each such Capitalized Lease relates
                  to the equipment used in a hospital, medical practice or
                  diagnostic facility;

                           (vi) the Surviving Debt, and any Debt extending the
                  maturity of, or refunding or refinancing, in whole or in part,
                  any Surviving Debt, provided that the principal amount of such
                  Surviving Debt shall not be increased above the principal
                  amount thereof outstanding immediately prior to such
                  extension, refunding or refinancing, and the direct and
                  contingent obligors therefor shall not be changed, as a result
                  of or in connection with such extension, refunding or
                  refinancing;

                           (vii) Debt of any Person existing at the time such
                  Person is merged into or consolidated with, or acquired by,
                  the Borrower or any Subsidiary or becomes a Subsidiary of the
                  Borrower in accordance with the provisions of Section
                  5.02(e)(x); provided, however, that such Debt was not incurred
                  in contemplation of such merger, consolidation or investment;
                  provided further that neither the Borrower nor any Subsidiary
                  (other than such Person or the Subsidiary with which such
                  Person is merged) is liable for such Debt (except as otherwise
                  permitted by the other provisions of this Section 5.02(b));

                           (viii) endorsement of negotiable instruments for
                  deposit or collection or similar transactions in the ordinary
                  course of business;

                           (ix) Debt consisting of Contingent Obligations in the
                  ordinary course of business in respect of the Obligations of
                  suppliers, customers, franchisees and licensees of the
                  Borrower and its Subsidiaries;

                           (x) Debt consisting of Contingent Obligations in
                  respect of Debt of the Subsidiaries of the Borrower (to the
                  extent such Debt is permitted under the terms of this
                  Agreement) and the Included Entities;

                           (xi) other Debt of the Borrower (together with the
                  Debt permitted by clause (iv)(B) above) outstanding in an
                  aggregate amount not to exceed $25,000,000 at any time
                  outstanding;

                           (xii) other Debt of the Borrower outstanding in an
                  aggregate amount not to exceed $50,000,000 at any time
                  outstanding, provided that the proceeds of such Debt shall be
                  advanced by the Borrower to its Subsidiaries for the
                  acquisition or construction of a hospital, medical practice or
                  diagnostic facility or shall be used to


                                       65
<PAGE>   70

                  refinance Debt assumed in connection with the acquisition of a
                  hospital, medical practice or diagnostic facility;

                           (xiii) Debt of Diagnostics and Physician Management
                  in an aggregate principal amount not to exceed $20,000,000;
                  and

                           (xiv) other Debt (other than intercompany Debt) of
                  the Subsidiaries of the Borrower (other than Diagnostics and
                  Physician Management).

                  (c) Mergers. Etc. Merge into or consolidate with any Person or
         permit any Person to merge into it, or permit any of its Subsidiaries
         to do so, except that (i) the Borrower and its Subsidiaries may
         consummate the Merger, (ii) any Subsidiary of the Borrower may merge
         into or consolidate with any other Subsidiary of the Borrower, provided
         that, in the case of any such merger or consolidation, the Person
         formed by such merger or consolidation shall be a Subsidiary, (iii) in
         connection with any acquisition permitted under Section 5.02(e), any
         Subsidiary of the Borrower may merge into or consolidate with any other
         Person or permit any other Person to merge into or consolidate with it;
         provided that the Person formed by such merger or consolidation shall
         be a Subsidiary of the Borrower, and (iv) any of the Borrower's
         Subsidiaries may merge into the Borrower; provided, however, that in
         each case, immediately after giving effect thereto, no event shall
         occur and be continuing that constitutes a Default and, in the case of
         any such merger or consolidation to which any Loan Party is a party,
         the corporation formed by such consolidation or into which such Loan
         Party shall be merged shall, at the effective time of such merger or
         consolidation, (A) assume such Loan Party's Obligations under the Loan
         Documents and performance of such Loan Party's covenants under the Loan
         Documents to which it is a party in a writing satisfactory in form and
         substance to the Required Lenders and (B) if a party to the Pledge
         Agreement, take or have taken all action required by Section 6 of the
         Pledge Agreement, and take or have taken such other action as may be
         necessary or desirable, or as the Administrative Agent may request, in
         order to preserve the Lien, and continue the perfection thereof with
         the same priority, as granted and provided for or purported to be
         granted and provided for by the Pledge Agreement.

                  (d) Sales, Etc., of Assets. Sell, lease, transfer or otherwise
         dispose of, or permit any of its Subsidiaries to sell, lease, transfer
         or otherwise dispose of, any assets, or grant any option or other right
         to purchase, lease or otherwise acquire any assets, except:

                           (i) sales, transfers or other dispositions of used or
                  surplus equipment, vehicles, inventory or other assets in the
                  ordinary course of its business,

                           (ii) in a transaction authorized by subsection (c) of
                  this Section,


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<PAGE>   71

                           (iii) (A) sales of assets for fair value in an
                  aggregate amount not to exceed $65,000,000 during the term of
                  this Agreement and (B) the sale of the hospital located in
                  Tucson, Arizona, and

                           (iv) any Subsidiary may sell or otherwise transfer
                  its assets (upon voluntary liquidation or otherwise) to the
                  Borrower, the Borrower or any Loan Party may sell or otherwise
                  transfer its assets (upon voluntary liquidation or otherwise)
                  to any Loan Party and any Subsidiary (other than a Loan Party)
                  may sell or otherwise transfer its assets (upon voluntary
                  liquidation or otherwise) to the Borrower or any Subsidiary,

provided that in the case of sales of assets pursuant to clause (iii) above, the
Borrower shall, on the date of receipt by the Borrower or any of its
Subsidiaries of the Net Cash Proceeds from such sale, prepay the Advances
pursuant to, and in the amount set forth in, Section 2.06(b)(i), as specified
therein.

                  (e) Investments in Other Persons. Make or hold, or permit any
         of its Subsidiaries to make or hold, any Investment in any Person,
         except,

                           (i) Investments existing on the date hereof and
                  described on Schedule 5.02(e) and any extensions, renewals or
                  reinvestments thereof, so long as the aggregate amount of all
                  Investments pursuant to this clause is not increased at any
                  time above the amount of such Investments existing on the date
                  hereof;

                           (ii) (A) loans and advances to employees in the
                  ordinary course of the business of the Borrower and its
                  Subsidiaries as presently conducted in an aggregate principal
                  amount for all such loans and advances not to exceed
                  $5,000,000 at any time outstanding and (B) other loans and
                  advances to employees for the purchase of capital stock of the
                  Borrower;

                           (iii) Investments by the Borrower and its
                  Subsidiaries in Cash Equivalents;

                           (iv) Investments in Hedge Agreements permitted under
                  Section 5.02(b)(i);

                           (v) Investments consisting of intercompany Debt
                  permitted under Section 5.02(b)(ii);

                           (vi) Investments received in connection with the
                  bankruptcy or reorganization of suppliers or customers and in
                  settlement of delinquent obligations of, and other disputes
                  with customers arising in the ordinary course of business;


                                       67
<PAGE>   72

                           (vii) (A) Investments (other than Investments
                  consisting of loans or advances) in Subsidiaries and (B)
                  Investments by the Borrower and any other Loan Party in
                  Subsidiaries consisting of loans or advances to Subsidiaries
                  so long as, in the case of any Subsidiary that operates or
                  manages a hospital, such Investment (x) shall constitute
                  Pledged Debt and (y) shall be evidenced by promissory notes
                  and such promissory notes shall be pledged as security for the
                  obligations under the Loan Documents of the holder thereof and
                  delivered to the Administrative Agent pursuant to the terms of
                  the Pledge Agreement;

                           (viii) Investments by the Borrower or any other Loan
                  Party in Included Entities consisting of loans or advances to
                  Included Entities so long as such Investment (x) shall
                  constitute Pledged Debt and (y) shall be evidenced by
                  promissory notes and such promissory notes shall be pledged as
                  security for the obligations under the Loan Documents of the
                  holder thereof and delivered to the Administrative Agent
                  pursuant to the terms of the Pledge Agreement;

                           (ix) Investments (other than Investments consisting
                  of loans or advances) in Included Entities in an aggregate
                  amount for each Included Entity of up to $10,000,000;

                           (x) Investments constituting the acquisition (by
                  merger or otherwise) of a Person or the assets or a business
                  unit thereof so long as such Person becomes a direct or
                  indirect Subsidiary of the Borrower or a direct or indirect
                  Subsidiary of the Borrower holds such assets or business unit;
                  provided, however, that with respect to all such Investments
                  (x) immediately before and after giving effect thereto, no
                  Default shall have occurred and be continuing or would result
                  therefrom, (y) any business acquired or invested in pursuant
                  to this clause shall comply with the requirements of Section
                  5.01 (i), and (z) immediately after giving effect to the
                  acquisition of a company or a business pursuant to this
                  clause, the Borrower and its Subsidiaries shall be in pro
                  forma compliance with the covenants contained in Section 5.04,
                  calculated based on the relevant financial statements
                  delivered pursuant to Section 5.03(b) or (c), as though such
                  acquisition had occurred at the beginning of the Measurement
                  Period covered thereby, as evidenced by a certificate of the
                  chief financial officer of the Borrower furnished to the
                  Lender Parties demonstrating such compliance;

                           (xi) Investments constituting non-cash proceeds of
                  asset sales and dispositions to the extent permitted by
                  Section 5.02(d)(iii); and

                           (xii) additional Investments in an aggregate amount
                  not to exceed the sum of $25,000,00 plus the Available
                  Additional Amount outstanding at such time (after giving
                  effect to returns of capital thereon prior to the time of the
                  determination thereof).


                                       68
<PAGE>   73

                  (f) Restricted Payments. Declare or pay any dividends,
         purchase, redeem, retire, defease or otherwise acquire for value any
         Capital Stock or any warrants, rights or options to acquire such
         Capital Stock, now or hereafter outstanding, return any capital to its
         stockholders as such, or permit any of its Subsidiaries to do any of
         the foregoing or permit any of its Subsidiaries to purchase, redeem,
         retire, defease or otherwise acquire for value any Capital Stock of the
         Borrower or any warrants, rights or options to acquire such Capital
         Stock, except that, so long as no Default shall have occurred and be
         continuing at the time of any action described below or would result
         therefrom:

                           (i) the Borrower may (A) declare and pay dividends
                  and distributions payable only in common stock of the Borrower
                  and (B) redeem in whole or in part any Capital Stock of the
                  Borrower for another class of Capital Stock or rights to
                  acquire Capital Stock of the Borrower for another class of
                  Capital Stock or rights to acquire Capital Stock of the
                  Borrower or with proceeds from substantially concurrent equity
                  contributions or issuances of new shares of Capital Stock,
                  provided that such other class of Capital Stock contains terms
                  and provisions at least as advantageous to the Lender Parties
                  as those contained in the Capital Stock redeemed thereby,

                           (ii) the Borrower or any Subsidiary may, and may pay
                  dividends to the Parent to, repurchase shares of its Capital
                  Stock (and/or options or warrants in respect thereof) held by
                  its officers, directors and employees so long as such
                  repurchase is pursuant to, and in accordance with the terms
                  of, management and/or employee stock plans, stock subscription
                  agreements or shareholder agreements, provided that any such
                  dividends paid to the Parent shall be used solely for such
                  purpose,

                           (iii) the Borrower may declare and pay cash dividends
                  to the Parent in amounts required for the Parent to pay taxes
                  and to pay administrative and similar expenses incurred in
                  connection with its ownership of the Borrower in an aggregate
                  amount, in the case of administrative and similar expenses,
                  not to exceed $1,000,000 in any Fiscal Year,

                           (iv) any wholly-owned Subsidiary of the Borrower may
                  declare and pay cash dividends to any Person entitled thereto,

                           (v) any non-wholly-owned Subsidiary may declare and
                  pay pro rata cash dividends and distributions to its
                  stockholders and/or equity owners, and

                           (vi) any non-wholly owned Subsidiary may repurchase
                  any portion of its Capital Stock pursuant to the terms of any
                  management, partnership, equity or other agreement affecting
                  the ownership or control of such Subsidiary.


                                       69
<PAGE>   74

                  (g) Prepayments, Etc., of Debt. Prepay, redeem, purchase,
         defease or otherwise satisfy prior to the scheduled maturity thereof in
         any manner, or make any payment in violation of any subordination terms
         of, any Subordinated Debt of the Borrower.

                  (h) Partnerships, Etc. Become a general partner in any general
         or limited partnership or joint venture which is not a limited
         liability entity.

                  (i) Speculative Transactions. Engage, or permit any of its
         Subsidiaries to engage, in any transaction involving commodity options
         or futures contracts or any similar speculative transactions other than
         in the ordinary course of business.

                  (j) Capital Expenditures. Make, or permit any of its
         Subsidiaries to make, any Capital Expenditures that would cause the
         aggregate of all such Capital Expenditures made by the Borrower and its
         Subsidiaries in any period set forth below to exceed the amount set
         forth below for such period:

         RELEVANT PERIOD                        AMOUNT

     Closing Date - 9/30/98                   $50,000,000
        10/1/98 - 9/30/99                    $100,800,000
        10/1/99 - 9/30/00                    $121,900,000
        10/1/00 - 9/30/01                    $125,500,000
        10/1/01 - 9/30/02                    $129,100,000
        10/1/02 - 9/30/03                    $132,700,000
        10/1/03 - 9/30/04                    $136,300,000


         Notwithstanding anything to the contrary contained in this Section
         5.02(j), to the extent that Capital Expenditures made by the Borrower
         and its Subsidiaries during any Fiscal Year are less than the maximum
         amount permitted to be made for such Fiscal Year in accordance with the
         foregoing, 100% of such unused amount (each such amount, a
         "carry-forward amount") may be carried forward to the immediately
         succeeding Fiscal Year and utilized to make Capital Expenditures in
         such succeeding Fiscal Year in the event the amount permitted in
         accordance with the foregoing in such succeeding Fiscal Year has been
         used (it being understood and agreed that no carry-forward amount may
         be carried forward beyond the Fiscal Year immediately succeeding the
         Fiscal Year in which it arose and that no portion of the carry-forward
         amount for any Fiscal Year may be used until the entire amount of
         Capital Expenditures permitted to be made in such Fiscal Year (without
         giving effect to such carry-forward amount) shall be made). The
         Borrower and its Subsidiaries may also make Capital Expenditures in any
         Fiscal Year, in addition to the maximum amount permitted to be made for
         such Fiscal Year in accordance with the foregoing, in an amount equal
         to 50% of the maximum amount (each such amount, a "carry-back amount")
         permitted to be made for the immediately succeeding Fiscal Year in



                                       70
<PAGE>   75

         accordance with the foregoing chart (it being understood and agreed
         that the maximum amount of Capital Expenditures permitted to be made in
         such next succeeding Fiscal Year, in accordance with the foregoing
         chart, shall be reduced by the carry-back amount used in such prior
         Fiscal Year). The Borrower and its Subsidiaries may also make Capital
         Expenditures in respect of the Additional Hospital in an aggregate
         amount not to exceed $60,000,000; provided, however, that, prior to the
         making of any Capital Expenditure by the Borrower and its Subsidiaries
         in respect of the Additional Hospital, the Borrower shall have
         delivered to the Administrative Agent a certificate of a Responsible
         Officer designating a specific hospital as the "Additional Hospital"
         for purposes of this Section 5.02(j) and certifying as to the amount of
         Capital Expenditures made by the Borrower and its Subsidiaries in
         respect of the Additional Hospital.

                  (k) Formation of Subsidiaries. Organize or invest, or permit
         any Subsidiary to organize or invest, in any new Subsidiary other than
         (x) the organization of or investment in a Guarantor Subsidiary and (y)
         the organization of or investment by a Guarantor Subsidiary, or a
         Subsidiary that is a direct or indirect Subsidiary of a Guarantor
         Subsidiary, in another Subsidiary.

                  SECTION 5.03. Reporting Requirements. So long as any Advance
or any other Obligation of any Loan Party under any Loan Document shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, the Borrower will furnish to the Agent and the Lender
Parties:

                  (a) Default Notice. Promptly upon any Responsible Officer of
         the Borrower or any of its Subsidiaries obtaining knowledge thereof,
         notice of the occurrence of (i) each Default or (ii) any litigation or
         governmental proceeding pending against the Borrower or any of its
         Subsidiaries that could reasonably be expected to have a Material
         Adverse Effect continuing on the date of such statement, a statement of
         a Responsible Officer of the Borrower setting forth details of such
         Default and the action that the Borrower has taken and proposes to take
         with respect thereto.

                  (b) Annual Financials. (i) As soon as available and in any
         event within 90 days after the end of each Fiscal Year in respect of
         the Borrower, a copy of the annual audit report for such year for the
         Borrower and its Subsidiaries, including therein Consolidated and
         consolidating balance sheets of the Borrower and its Subsidiaries as of
         the end of such Fiscal Year and Consolidated and consolidating
         statements of income and a Consolidated statement of cash flows of the
         Borrower and its Subsidiaries for such Fiscal Year, accompanied, in the
         case of such Consolidated financial statements, by an opinion (which
         shall be unqualified as to going concern and scope of audit) of Ernst &
         Young LLP or other independent public accountants of recognized
         standing, (ii) as soon as available and in any event within 90 days
         after the end of each fiscal year of an Included Entity which has
         received Medicare certification, a copy of the annual audit report for
         such year for such Included Entity, including therein a Consolidated
         balance sheet of such Included


                                       71
<PAGE>   76

         Entity and its Subsidiaries as of the end of such Fiscal Year and a
         Consolidated statement of income and a Consolidated statement of cash
         flows of such Included Entity and its Subsidiaries for such Fiscal
         Year, accompanied by an opinion (which shall be unqualified as to going
         concern and scope of audit) of independent public accountants of
         recognized standing, and (iii) as soon as available and in any event
         within 90 days after the end of each fiscal year of an Included Entity
         which has not received Medicare certification, a copy of the annual
         report for such Included Entity, including therein a Consolidated
         balance sheet of such Included Entity and its Subsidiaries as of the
         end of such Fiscal Year and a Consolidated statement of income and a
         Consolidated statement of cash flows of such Included Entity and its
         Subsidiaries for such Fiscal Year, duly certified by an officer of such
         Included Entity in accordance with GAAP, together, in the case of
         clause (i), with (x) a statement of such accounting firm to the Lender
         Parties stating that in the course of the regular audit of the business
         of the Borrower and its Subsidiaries, which audit was conducted by such
         accounting firm in accordance with generally accepted auditing
         standards, such accounting firm has obtained no knowledge that a
         Default has occurred and is continuing, or if, in the opinion of such
         accounting firm, a Default has occurred and is continuing, a statement
         as to the nature thereof, (y) a schedule in form satisfactory to the
         Administrative Agent of the computations used by such accountants in
         determining, as of the end of such Fiscal Year, compliance with the
         covenants contained in Section 5.04, provided that in the event of any
         change in GAAP used in the preparation of such financial statements,
         the Borrower shall also provide, if necessary for the determination of
         compliance with Section 5.04, a statement of reconciliation conforming
         such financial statements to GAAP and (z) a certificate of a
         Responsible Officer of the Borrower stating that no Default has
         occurred and is continuing or, if a default has occurred and is
         continuing, a statement as to the nature thereof and the action that
         the Borrower has taken and proposes to take with respect thereto.

                  (c) Quarterly Financials. (i) As soon as available and in any
         event within 60 days after the end of each of the first three quarters
         of each Fiscal Year in respect of the Borrower, Consolidated and
         consolidating balance sheets of the Borrower and its Subsidiaries as of
         the end of such quarter and Consolidated and consolidating statements
         of income and a Consolidated statement of cash flows of the Borrower
         and its Subsidiaries for the period commencing at the end of the
         previous fiscal quarter and ending with the end of such fiscal quarter
         and Consolidated and consolidating statements of income and a
         Consolidated statement of cash flows of the Borrower and its
         Subsidiaries for the period commencing at the end of the previous
         Fiscal Year and ending with the end of such quarter, setting forth in
         each case in comparative form the corresponding figures for the
         corresponding period of the preceding Fiscal Year, all in reasonable
         detail and duly certified (subject to year-end audit adjustments) by a
         Responsible Officer of the Borrower as having been prepared in
         accordance with GAAP (subject to year-end adjustments) and (ii) as soon
         as available and in any event within 60 days after the end of each of
         the first three quarters of each fiscal year of an Included Entity, a
         Consolidated balance sheet of such Included Entity and its Subsidiaries
         as of the end of such quarter and a Consolidated


                                       72
<PAGE>   77

         statement of income and a Consolidated statement of cash flows of such
         Included Entity and its Subsidiaries for the period commencing at the
         end of the previous fiscal quarter and ending with the end of such
         fiscal quarter and a Consolidated statement of income and a
         Consolidated statement of cash flows of such Borrower and its
         Subsidiaries for the period commencing at the end of the previous
         Fiscal Year and ending with the end of such quarter, setting forth in
         each case in comparative form the corresponding figures for the
         corresponding period of the preceding Fiscal Year, all in reasonable
         detail and duly certified (subject to year-end audit adjustments) by an
         officer of such Included Entity in accordance with GAAP, together, in
         the case of clause (i), with (x) a certificate of said officer stating
         that no Default has occurred and is continuing or, if a Default has
         occurred and is continuing, a statement as to the nature thereof and
         the action that the Borrower has taken and proposes to take with
         respect thereto and (y) a schedule in form satisfactory to the
         Administrative Agent of the computations used by the Borrower in
         determining compliance with the covenants contained in Section 5.04,
         provided that in the event of any change in GAAP used in the
         preparation of such financial statements, the Borrower shall also
         provide, if necessary for the determination of compliance with Section
         5.04, a statement of reconciliation conforming such financial
         statements to GAAP.

                  (d) Annual Forecasts. As soon as available and in any event no
         later than 30 days after the beginning of each Fiscal Year, forecasts
         prepared by management of the Borrower, in reasonable detail and in
         form customarily prepared by management of the Borrower for its
         internal use and setting forth an explanation for the principal
         assumptions on which such forecasts were based, of balance sheets,
         income statements and cash flow statements (in each case of the
         Borrower and its Subsidiaries and the Included Entities) on a quarterly
         basis for each Fiscal Year thereafter until the Termination Date.

                  (e) Securities Reports. Promptly after the sending or filing
         thereof, copies of all regular, periodic and special reports, and all
         registration statements, that any Loan Party or any of its Subsidiaries
         files with the Securities and Exchange Commission or any governmental
         authority that may be substituted therefor, or with any national
         securities exchange (in each case to the extent not theretofore
         delivered to the Lender Parties pursuant to this Agreement), and with
         reasonable promptness such other information (financial or otherwise)
         as the Administrative Agent on its own behalf or on behalf of any
         Lender party may reasonably request in writing from time to time.

                  (f) ERISA. Promptly after any Loan Party or any ERISA
         Affiliate obtains knowledge of the occurrence of any of the following
         events that individually or in the aggregate, would be reasonably
         likely to result in liability that would have a Material Adverse
         Effect, a certificate of a Responsible Officer of the Borrower setting
         forth details as to such occurrence and the action, if any, that any
         Loan Party or any ERISA Affiliate is required or proposes to take,
         together with any notices (required, proposed or otherwise) given to or
         filed with or by or received by any Loan Party, any ERISA Affiliate,
         the PBGC, a Plan participant (other than notices relating to an
         individual



                                       73
<PAGE>   78

         participant's benefits) or the Plan administrator with respect thereto
         that an ERISA Event has occurred or is reasonably likely to occur.

                  (g) Environmental Conditions. Promptly after obtaining
         knowledge of any one or more of the following environmental matters,
         unless such environmental matters would not, individually or when
         aggregated with all other such matters, be reasonably expected to
         result in a Material Adverse Effect:

                           (i) notice of any pending or threatened Environmental
                  Action against the Borrower or any of its Subsidiaries or any
                  Real Estate (as defined below);

                           (ii) notice of any condition or occurrence on any
                  Real Estate that (x) results in noncompliance by the Borrower
                  or any of its Subsidiaries with any applicable Environmental
                  Law or (y) could reasonably be anticipated to form the basis
                  of an Environmental Action against the Borrower or any of its
                  Subsidiaries or any Real Estate;

                           (iii) notice of any condition or occurrence on any
                  Real Estate that could reasonably be anticipated to cause such
                  Real Estate to be subject to any restrictions on the
                  ownership, occupancy, use or transferability of such Real
                  Estate under any Environmental Law; and

                           (iv) notice of the taking of any removal or remedial
                  action in response to the actual or alleged presence of any
                  Hazardous Material on any Real Estate.

         All such notices shall describe in reasonable detail the nature of the
         claim, investigation, condition, occurrence or removal or remedial
         action and the Borrower's response thereto. The term "Real Estate"
         shall mean land, buildings and improvements owned or leased by the
         Borrower or any of its Subsidiaries, but excluding all operating
         fixtures and equipment, whether or not incorporated into improvements.

                  SECTION 5.04. Financial Covenants. So long as any Advance or
any other Obligation of any Loan Party under any Loan Document shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, the Borrower will:

                  (a) Leverage Ratio. Maintain at the end of each fiscal quarter
         of the Borrower a Leverage Ratio of not more than the amount set forth
         below for each four Fiscal Quarter period ending in the month set forth
         below:

                                   PERIOD ENDING IN                  RATIO
                                   ----------------                  -----

                              September 1998                         4.50:1

                              December 1998                          4.75:1


                                       74
<PAGE>   79

                              March 1999                             4.75:1

                              June 1999                              4.75:1

                              September 1999                         4.75:1

                              December 1999                          5.00:1

                              March 2000                             4.75:1

                              June 2000                              4.75:1

                              September 2000                         4.50:1

                              December 2000                          4.50:1

                              March 2001                             4.50:1

                              June 2001                              4.50:1

                              September 2001                         4.25:1

                              December 2001                          4.00:1

                              March 2002                             4.00:1

                              June 2002                              4.00:1

                              September 2002                         4.00:1

                              December 2002                          3.50:1

                              March 2003                             3.50:1

                              June 2003                              3.50:1

                              September 2003                         3.50:1

                              December 2003                          3.50:1

                              March 2004                             3.50:1

                              June 2004                              3.50:1

                              September 2004                         3.50:1

                              December 2004                          3.50:1



                                       75
<PAGE>   80

                  (b) Interest Coverage Ratio. Maintain at the end of each
         fiscal quarter of the Borrower an Interest Coverage Ratio of not less
         than the amount set forth below for each four Fiscal Quarter period
         ending in the month set forth below:

                                   PERIOD ENDING                    RATIO
                                   -------------                    -----

                              September 1998                        3.25:1

                              December 1998                         3.10:1

                              March 1999                            3.10:1

                              June 1999                             3.10:1

                              September 1999                        2.70:1

                              December 1999                         2.25:1

                              March 2000                            2.25:1

                              June 2000                             2.20:1

                              September 2000                        2.25:1

                              December 2000                         2.25:1

                              March 2001                            2.25:1

                              June 2001                             2.25:1

                              September 2001                        2.25:1

                              December 2001                         2.25:1

                              March 2002                            2.25:1

                              June 2002                             2.25:1

                              September 2002                        2.50:1

                              December 2002                         2.50:1

                              March 2003                            2.50:1

                              June 2003                             2.50:1

                              September 2003                        2.50:1

                              December 2003                         2.50:1



                                       76
<PAGE>   81

                              March 2004                            2.50:1

                              June 2004                             2.50:1

                              September 2004                        2.50:1

                              December 2004                         2.50:1


                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01. Events of Default. If any of the following
events ("Events of Default;") shall occur and be continuing:

                  (a) (i) the Borrower shall fail to pay any principal of any
         Advance when the same shall become due and payable or (ii) the Borrower
         shall fail to pay any interest on


                                       77
<PAGE>   82

         any Advance, or any Loan Party shall fail to make any other payment
         under any Loan Document, in each case under this clause (ii) within
         five days after the same becomes due and payable; or

                  (b) any representation or warranty made by any Loan Party (or
         any of its officers) under or in connection with any Loan Document
         shall prove to have been incorrect in any material respect on the date
         as of which made or deemed made; or

                  (c) the Borrower shall fail to perform or observe any term,
         covenant or agreement contained in Section 5.01(h), 5.02, 5.03(a)(i) or
         5.04; or

                  (d) any Loan Party shall fail to perform or observe any other
         term, covenant or agreement contained in any Loan Document on its part
         to be performed or observed if such failure shall remain unremedied for
         30 days after the date on which written notice thereof shall have been
         given to the Borrower by the Administrative Agent or any Lender Party;
         or

                  (e) any Loan Party or any of its Subsidiaries shall fail to
         pay any principal of, premium or interest on or any other amount
         payable in respect of any Debt that is outstanding in a principal
         amount (or in the case of any Hedge Agreement, an Agreement Value) of
         at least $10,000,000 either individually or in the aggregate (but
         excluding Debt outstanding hereunder) of such Loan Party or such
         Subsidiary (as the case may be), when the same becomes due and payable
         (whether by scheduled maturity, required prepayment, acceleration,
         demand or otherwise), and such failure shall continue after the
         applicable grace period, if any, specified in the agreement or
         instrument relating to such Debt; or any other event shall occur or
         condition shall exist under any agreement or instrument relating to any
         such Debt and shall continue after the applicable grace period, if any,
         specified in such agreement or instrument, if the effect of such event
         or condition is to accelerate, or to permit the acceleration of, the
         maturity of such Debt or otherwise to cause, or to permit the holder
         thereof to cause, such Debt to mature; or any such Debt shall be
         declared to be due and payable or required to be prepaid or redeemed
         (other than by a regularly scheduled required prepayment or redemption
         or a prepayment or redemption required thereunder other than as a
         result of a default thereunder), purchased or defeased, or an offer to
         prepay, redeem, purchase or defease such Debt shall be required to be
         made, in each case prior to the stated maturity thereof; or

                  (f) any Loan Party or any of its Subsidiaries shall generally
         not pay its debts as such debts become due, or shall admit in writing
         its inability to pay its debts generally, or shall make a general
         assignment for the benefit of creditors; or any proceeding shall be
         instituted by or against any Loan Party or any of its Subsidiaries
         seeking to adjudicate it a bankrupt or insolvent, or seeking
         liquidation, winding up, reorganization, arrangement, adjustment,
         protection, relief, or composition of it or its debts under any law
         relating to bankruptcy, insolvency or reorganization or relief of
         debtors, or seeking the entry of an


                                       78
<PAGE>   83

         order for relief or the appointment of a receiver, trustee, or other
         similar official for it or for any substantial part of its property
         and, in the case of any such proceeding instituted against it (but not
         instituted by it) that is being diligently contested by it in good
         faith, either such proceeding shall remain undismissed or unstayed for
         a period of 60 days or any of the actions sought in such proceeding
         (including, without limitation, the entry of an order for relief
         against, or the appointment of a receiver, trustee, custodian or other
         similar official for, it or any substantial part of its property) shall
         occur; or any Loan Party or any of its Subsidiaries or any Included
         Entity shall take any corporate action to authorize any of the actions
         set forth above in this subsection (f); or

                  (g) any judgment or order for the payment of money in excess
         of $10,000,000 shall be rendered against any Loan Party or any of its
         Subsidiaries (to the extent not paid or fully covered by insurance
         provided by a carrier not disputing coverage) and any such judgments or
         decrees shall not have been satisfied, vacated, discharged or stayed or
         bonded pending appeal within 60 days from the entry thereof; or

                  (h) any provision of any Loan Document after delivery thereof
         pursuant to Section 3.01 or 5.01(h) shall for any reason cease to be
         valid and binding on or enforceable against any Loan Party to it, or
         any such Loan Party shall so state in writing; or

                  (i) any Collateral Document after delivery thereof pursuant to
         Section 3.01 or 5.01 (h) shall for any reason (other than pursuant to
         the terms thereof) cease to create a valid and perfected first priority
         lien on and security interest in the Collateral purported to be covered
         thereby; or

                  (j) a Change of Control shall occur; or

                  (k) (i) any Plan shall fail to satisfy the minimum funding
         standard required for any plan year or part thereof or a waiver of such
         standard or extension of any amortization period is sought or granted
         under Section 412 of the Internal Revenue Code; any Plan is or shall
         have been terminated or is the subject of termination proceedings under
         ERISA (including the giving of written notice thereof); an event shall
         have occurred or a condition shall exist in either case entitling the
         PBGC to terminate any Plan or to appoint a trustee to administer any
         Plan (including the giving of written notice thereof); any Plan shall
         have an accumulated funding deficiency (whether or not waived); or any
         Loan Party or any ERISA Affiliate has incurred or is likely to incur a
         liability to or on account of a Plan under Section 409, 502(i), 502(1),
         515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or
         4975 of the Internal Revenue Code (including the giving of written
         notice thereof); and (ii) there results from any event or events set
         forth in clause (i) of this Section 701(1) the imposition of a lien,
         the granting of a security interest, or a liability; and (iii) such
         lien, security interest or liability will or would be reasonably likely
         to result in a liability of any Loan Party or any ERISA Affiliate of
         $20,000,000 or more;



                                       79
<PAGE>   84

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Commitments of each Lender Party and the obligation of each Lender
Party to make Advances (other than Letter of Credit Advances by the Issuing Bank
or a Lender pursuant to Section 2.03(c)) and of the Issuing Bank to issue
Letters of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
Required Lenders, (A) by notice to the Borrower, declare the Working Capital
Notes, all interest thereon and all other amounts payable under this Agreement
and the other Loan Documents to be forthwith due and payable, whereupon the
Notes, all such interest and all such amounts shall become and be forthwith due
and payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Borrower and (B) by notice to
the Issuing Bank, direct the Issuing Bank to deliver a Termination Notice to the
beneficiary of each Standby Letter of Credit issued by it, and the Issuing Bank
shall deliver such Termination Notices; provided, however, that in the event of
an actual or deemed entry of an order for relief with respect to any Loan Party
under the Federal Bankruptcy Code, (x) the Commitments of each Lender Party and
the obligation of each Lender Party to make Advances (other than Letter of
Credit Advances by the Issuing Bank or a Lender pursuant to Section 2.03 (c))
and of the Issuing Bank to issue Letters of Credit shall automatically be
terminated and (y) the Working Capital Notes, all such interest and all such
amounts shall automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrower.

                  SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Agent may, or shall at the request of the Required Lenders, irrespective of
whether it is taking any of the actions described in Section 6.01 or otherwise,
make demand upon the Borrower to, and forthwith upon such demand the Borrower
will, pay to the Agent on behalf of the Lender Parties in same day funds at the
Agent's office designated in such demand, for deposit in a cash collateral
account, securing the Obligations of the Borrower in respect of the Letter of
Credit Facility, in favor of the Collateral Agent on terms and conditions
satisfactory to the Administrative Agent, an amount equal to the aggregate
Available Amount of all Letters of Credit then out standing. If at any time the
Agent determines that any funds held in such cash collateral account are subject
to any right or claim of any Person other than the Agent and the Lender Parties
or that the total amount of such funds is less than the aggregate Available
Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the
Agent, pay to the Agent, as additional funds to be deposited and held in such
cash collateral account, an amount equal to the excess of (a) such aggregate
Available Amount over (b) the total amount of funds, if any, then held in such
cash collateral account that the Administrative Agent determines to be free and
clear of any such right and claim. Upon the drawing of any Letter of Credit for
which funds are on deposit in such cash collateral account, such funds shall be
applied to reimburse the Issuing Bank or Lenders, as applicable, to the extent
permitted by applicable law.


                                       80
<PAGE>   85

                                   ARTICLE VII

                                   THE AGENTS

                  SECTION 7.01. Authorization and Action. (a) Each Lender Party
(in its capacities as a Lender, the Issuing Bank (if applicable) and a potential
Hedge Bank) hereby appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
this Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms hereof and thereof, together with such powers
and discretion as are reasonably incidental thereto. As to any matters not
expressly provided for by the Loan Documents (including, without limitation,
enforcement or collection of the Working Capital Notes), the Administrative
Agent shall not be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Required
Lenders, and such instructions shall be binding upon all Lender Parties and all
holders of Working Capital Notes; provided, however, that the Administrative
Agent shall not be required to take any action (i) that exposes the
Administrative Agent to personal liability or that is contrary to this Agreement
or applicable Requirements of Law or (ii) as to which the Administrative Agent
has not received adequate security or indemnity (whether pursuant to Section
7.05 or otherwise). If the security or indemnity furnished to the Administrative
Agent for any purpose under or in respect of the Loan Documents shall, in the
good faith opinion of the Administrative Agent, be insufficient or become
impaired, then the Administrative Agent may require additional security or
indemnity and cease, or not commence, to follow the directions or take the
actions indemnified against until such additional security or indemnity is
furnished. The Administrative Agent hereby agrees to give to each Lender Party
prompt notice of each notice given to it by the Borrower pursuant to the terms
of this Agreement.

                  (b) The Administrative Agent shall also act as the
"collateral agent" under the Loan Documents, and each of the Lender Parties (in
its capacities as a Lender, the Issuing Bank (if applicable) and a potential
Hedge Bank) hereby appoints and authorizes the Administrative Agent to act as
the agent of such Lender for purposes of acquiring, holding and enforcing any
and all Liens on Collateral granted by any of the Loan Parties to secure any of
the Secured Obligations, together with such powers and discretion as are
reasonably incidental thereto. The Administrative Agent may from time to time in
its discretion appoint any of the other Lender Parties or any of the Affiliates
of a Lender Party to act as its co-agent or sub-agent for purposes of holding or
enforcing any Lien on the Collateral (or any portion thereof) granted under the
Collateral Documents or of exercising any rights and remedies thereunder at the
direction of the Administrative Agent. In this connection, the Administrative
Agent, as "collateral agent", and such co-agents and sub-agents shall be
entitled to the benefits of all provisions of this Article VII (including,
without limitation, Section 7.05, as though such co-agents or sub-agents were
the "collateral agent" under the Loan Documents) as if set forth in full herein
with respect thereto.


                                       81
<PAGE>   86

                  (c) The Syndication Agent shall not have any powers or
discretion under this Agreement or any of the other Loan Documents other than
those bestowed upon it as a co-agent or sub-agent from time to time by the
Administrative Agent pursuant to subsection (b) of this Section 7.01, and each
of the Lender Parties hereby acknowledges that the Syndication Agent shall not
have any liability under this Agreement or any of the other Loan Documents.

                  SECTION 7.02. Administrative Agent's Reliance. Etc. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with the Loan Documents, except for its or their own gross
negligence or willful misconduct as determined in a final, nonappealable
judgment by a court of competent jurisdiction. Without limitation of the
generality of the immediately preceding sentence, the Administrative Agent: (a)
may treat the payee of any Working Capital Note as the holder thereof until the
Administrative Agent receives and accepts an Assignment and Acceptance entered
into by the Lender that is the payee of such Working Capital Note, as assignor,
and an Eligible Assignee, as assignee, as provided in Section 8.07; (b) may
consult with legal counsel (including counsel for any Loan Party), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (c) makes no warranty or
representation to any Lender Party and shall not be responsible to any Lender
Party for any statements, warranties or representations (whether written or
oral) made in or in connection with the Loan Documents; (d) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of any Loan Document on the part of any Loan
Party or to inspect the property or assets (including the books and records) of
any Loan Party; (e) shall not be responsible to any Lender Party for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of, or the perfection or priority of any lien or security interest created or
purported to be created under or in connection with, any Loan Document or any
other instrument or document furnished pursuant thereto; and (f) shall incur no
liability under or in respect of any Loan Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram,
telecopy or telex) believed by it to be genuine and signed or sent by the proper
party or parties.

                  SECTION 7.03. NationsBank, NMS and Affiliates. With respect to
its Commitments, the Advances made by it and the Working Capital Note or Working
Capital Notes issued to it, NationsBank shall have the same rights and powers
under the Loan Documents as any other Lender and may exercise the same as though
it were not the Administrative Agent; and the term "Lender Party" or "Lender
Parties" shall, unless otherwise expressly indicated, include NationsBank in its
individual capacity. NationsBank, NMS and their respective affiliates may accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business
with, any Loan Party, any of its Subsidiaries and any Person who may do business
with or own securities of any Loan Party or any such Subsidiary, all as if
NationsBank and NMS were not the Agents and without any duty to account therefor
to the Lender Parties.


                                       82
<PAGE>   87

                  SECTION 7.04. Lender Party Credit Decision. Each Lender Party
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender Party and based on the financial
statements referred to in Section 4.01 and such other documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender Party also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender Party and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

                  SECTION 7.05. Indemnification. (a) Each Lender Party severally
agrees to indemnify the Administrative Agent (to the extent not promptly
reimbursed by the Borrower) from and against such Lender Party's ratable share
(determined as provided below) of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against the Administrative Agent in any way relating to or arising out
of the Loan Documents or any action taken or omitted by the Administrative Agent
under the Loan Documents; provided, however, that no Lender Party shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent's gross negligence or willful misconduct as
determined in a final, nonappealable judgment by a court of competent
jurisdiction. In the case of any claim, investigation, litigation or proceeding
for which indemnity under this Section 7.05(a) applies, such indemnity shall
apply whether or not such claim, investigation, litigation or proceeding is
brought by the Administrative Agent, any of the other Agents, any of the Lender
Parties or a third party. Without limitation of the foregoing, each Lender
severally agrees to reimburse the Administrative Agent promptly upon demand for
its ratable share of any costs and expenses (including, without limitation, fees
and expenses of counsel) payable by the Borrower under Section 8.04, to the
extent that the Administrative Agent is not promptly reimbursed for such costs
and expenses by the Borrower. For purposes of this Section 7.05(a), the Lender
Parties' respective ratable shares of any amount shall be determined, at any
time, according to the sum of (i) the aggregate principal amount of the Advances
outstanding at such time and owing to the respective Lender Parties, (ii) their
respective Pro Rata Shares of the aggregate Available Amount of all Letters of
Credit outstanding at such time and (iii) their respective Unused Working
Capital Commitments at such time; provided that the aggregate principal amount
of Letter of Credit Advances owing to the Issuing Bank shall be considered to be
owed to the Lenders ratably in accordance with their respective Working Capital
Commitments. If any Defaulted Advance shall be owing by any Defaulting Lender at
any time, such Lender's Commitment with respect to the Facility under which such
Defaulted Advance was required to have been made shall be considered to be
unused for purposes of this Section 7.05(a) to the extent of the amount of such
Defaulted Advance. The failure of any Lender Party


                                       83
<PAGE>   88

to reimburse the Administrative Agent promptly upon demand for its ratable share
of any amount required to be paid by the Lender Party to the Administrative
Agent as provided herein shall not relieve any other Lender Party of its
obligation hereunder to reimburse the Administrative Agent for its ratable share
of such amount, but no Lender Party shall be responsible for the failure of any
other Lender Party to reimburse the Administrative Agent for such other Lender
Party's ratable share of such amount. Without prejudice to the survival of any
other agreement of any Lender Party hereunder, the agreement and obligations of
each Lender Party contained in this Section 7.05(a) shall survive the payment in
full of principal, interest and all other amounts payable hereunder and under
the other Loan Documents.

                  (b) Each Lender severally agrees to indemnify the Issuing
Bank (to the extent not promptly reimbursed by the Borrower) from and against
such Lender's Pro Rata Share of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against the Issuing Bank in any way relating to or arising out of the
Loan Documents or any action taken or omitted by the Issuing Bank under the Loan
Documents; provided, however, that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Issuing Bank's gross
negligence or willful misconduct as determined in a final, nonappealable
judgment by a court of competent jurisdiction. In the case of any claim,
investigation, litigation or proceeding for which indemnity under this Section
7.05(b) applies, such indemnity shall apply whether or not such claim,
investigation, litigation or proceeding is brought by the Issuing Bank, any of
the other Lender Parties or a third party. Without limitation of the foregoing,
each Lender severally agrees to reimburse the Issuing Bank promptly upon demand
for its Pro Rata Share of any costs and expenses (including, without limitation,
fees and expenses of counsel) payable by the Borrower under Section 8.04, to the
extent that the Issuing Bank is not promptly reimbursed for such costs and
expenses by the Borrower. The failure of any Lender to reimburse the Issuing
Bank promptly upon demand for its Pro Rata Share of any amount required to be
paid by the Lenders to the Issuing Bank as provided herein shall not relieve any
other Lender of its obligation hereunder to reimburse the Issuing Bank for its
Pro Rata Share of such amount, but no Lender shall be responsible for the
failure of any other Lender to reimburse the Issuing Bank for such other
Lender's Pro Rata Share of such amount. Without prejudice to the survival of any
other agreement of any Lender hereunder, the agreement and obligations of each
Lender contained in this Section 7.05(b) shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the other
Loan Documents.

                  SECTION 7.06. Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the Lender Parties and the Borrower and may be removed at any time with or
without cause by the Required Lenders. Upon any such resignation or removal, the
Required Lenders shall have the right to appoint a successor Agent. If no
successor Administrative Agent shall have been so appointed by the Required
Lenders, and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving of notice of resignation or the Required
Lenders' removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lender Parties, appoint a successor
Administrative Agent, which shall be a commercial bank organized under the laws
of the United States or of any state thereof and having a combined capital and
surplus of at least



                                       84
<PAGE>   89

$250,000,000. If within 45 days after written notice is given of the retiring
Administrative Agent's resignation or removal under this Section 7.06 no
successor Administrative Agent shall have been appointed and shall have accepted
such appointment, then on such 45th day (a) the retiring Administrative Agent's
resignation or removal shall become effective, (b) the retiring Administrative
Agent shall thereupon be discharged from its duties and obligations under the
Loan Documents and (c) the Required Lenders shall thereafter perform all duties
and obligations of the retiring Administrative Agent under the Loan Documents
until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided above in this Section 7.06. Upon the acceptance
of any appointment as Administrative Agent hereunder by a successor
Administrative Agent and upon the execution and filing or recording of such
financing statements, or amendments thereto, and such amendments or supplements
to the Mortgages, and such other instruments or notices, as may be necessary or
desirable, or as the Required Lenders may request, in order to continue the
perfection of the Liens granted or purported to be granted by the Collateral
Documents, such successor Administrative Agent shall succeed to and become
vested with all the rights, powers, discretion, privileges and duties of the
retiring Administrative Agent, and the ret Administrative Agent shall be
discharged from its duties and obligations under the Loan Documents. After any
retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Article VII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.


                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Working Capital Notes or any other Loan
Document, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed (or, in the
case of the Collateral Documents, consented to) by the Required Lenders, and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by each Lender directly
adversely affected thereby (other than any Lender that is, at such time, a
Defaulting Lender), do any of the following at any time: (i) waive any of the
conditions specified in Section 3.01 or, in the case of the initial Borrowing or
the initial issuance of a Letter of Credit, Section 3.02, (ii) change the number
of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid
principal amount of the Advances or (z) the aggregate Available Amount of
outstanding Letters of Credit that, in each case, shall be required for the
Lenders or any of them to take any action hereunder, (iii) amend this Section
8.01, (iv) increase the Commitment of such Lender or subject such Lender to any
additional Obligations, (v) reduce the principal of, or interest on, the Working
Capital Notes or any fees payable hereunder or (vi) postpone any date fixed for
any scheduled payment of principal, or interest on, the Working Capital Notes or
any fees payable hereunder; provided further that no amendment, waiver or
consent shall, unless in writing and signed by the Supermajority Lenders, (x)
release all or substantially all of the Collateral in any transaction or series
of related transactions (other than any transaction permitted by this Agreement)
or (y)



                                       85
<PAGE>   90

reduce or limit the Obligations of any Guarantor under Section 1 of the Guaranty
or otherwise limit such Guarantor's liability with respect to the Obligations
owing to the Agents and the Lender Parties (other than by virtue of a release of
such Guarantor as permitted by the Guaranty); provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Issuing
Bank, in addition to the Lenders required above to take such action, affect the
rights or obligations of the Issuing Bank under this Agreement.

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy or telex communication) and mailed, telegraphed,
telecopied, telexed or delivered, if to the Borrower, to its address at 7621
Little Avenue, Suite 106, Charlotte, NC 28226, Attn: Richard J. Post, with a
copy to KKR at 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94205, Attn:
Edward A. Gilhuly and a copy to WCAS at 320 Park Avenue, Suite 2500, New York,
NY 10022, Attn: Paul B. Queally; if to any Initial Lender or the Initial Issuing
Bank, to its Base Rate Lending Office specified opposite its name on Schedule I
hereto; if to any other Lender Party, to its Base Rate Lending Office specified
in the Assignment and Acceptance pursuant to which it became a Lender Party; and
if to the Administrative Agent, to its address at 101 South Tryon Street,
Charlotte, North Carolina 28255, Attention: Charles R. Dickerson; or, as to the
Borrower or the Administrative Agent, to such other address as shall be
designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Administrative Agent pursuant to this
Section 8.02. All such notices and communications shall, when mailed,
telegraphed, telecopied or telexed, be effective when deposited in the mails,
delivered to the telegraph company, transmitted by telecopier or confirmed by
telex answerback, respectively, except that notices and communications to the
Administrative Agent pursuant to Sections 2.02, 2.03, 2.05, 2.06(a) and (b) and
2.09 and with respect to selected Interest Periods in respect of Eurodollar Rate
Advances shall not be effective until received by the Administrative Agent.
Delivery by telecopier of an executed counterpart of any amendment or waiver of
any provision of this Agreement or the Working Capital Notes or of any Exhibit
hereto to be executed and delivered hereunder shall be effective as delivery of
a manually executed counterpart thereof.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Lender Party or the Administrative Agent to exercise, and no delay in
exercising, any right hereunder or under any Working Capital Note shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

                  SECTION 8.04. Costs, Expenses. (a) The Borrower agrees to pay
on demand (i) all reasonable out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of the


                                       86
<PAGE>   91

                                   SCHEDULE I

                   COMMITMENTS AND APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
=================================================================================================================================
NAME OF INITIAL LENDER        WORKING CAPITAL      LETTER OF CREDIT     DOMESTIC LENDING OFFICE         EURODOLLAR LENDING OFFICE
                              COMMITMENT           COMMITMENT
=================================================================================================================================
<S>                           <C>                  <C>                  <C>                             <C>
NationsBank, N.A.             $ 22,500,000         $25,000,000          101 South Tryon Street          101 South Tryon Street
                                                                        Charlotte, NC 28255             Charlotte, NC 28255
---------------------------------------------------------------------------------------------------------------------------------
Centura Bank                  $ 22,500,000                              134 N. Church Street            134 N. Church Street
                                                                        Rocky Mount, NC 27802           Rocky Mount, NC 27802
---------------------------------------------------------------------------------------------------------------------------------
Bankers Trust Company         $ 15,000,000                              One Bankers Trust Plaza         One Bankers Trust Plaza
                                                                        14th Floor                      14th Floor
                                                                        New York, NY 10006              New York, NY 10006
---------------------------------------------------------------------------------------------------------------------------------
Creditanstalt Corporate       $ 15,000,000                              Two Ravinia Drive               Two Ravinia Drive
Finance, Inc.                                                           Suite 1680                      Suite 1680
                                                                        Atlanta, GA 30346               Atlanta, GA 30346
---------------------------------------------------------------------------------------------------------------------------------
Rabobank Nederland            $ 15,000,000                              245 Park Avenue                 245 Park Avenue
                                                                        New York, NY 10167              New York, NY 10167
---------------------------------------------------------------------------------------------------------------------------------
The Fuji  Bank, Limited,      $ 10,000,000                              2 World Trade Center            2 World Trade Center
New York Branch                                                         New York, NY 10048              New York, NY 10048
---------------------------------------------------------------------------------------------------------------------------------
TOTAL COMMITMENTS             $100,000,000        $25,000,000
=================================================================================================================================
</TABLE>



<PAGE>   92

                                Schedule 2.01(b)

Existing Letters of Credit

         In the amount of $687,500 issued in favor of Health Care REIT, Inc., in
         connection with the Loan Agreement dated August 19, 1994 by and between
         MedCath of McAllen Limited Partnership and Health Care REIT, Inc.

         In the amount of $1,450,000 issued in favor of Health Care REIT, Inc.,
         in connection with the Loan Agreement dated December 7, 1995 by and
         between MedCath of Little Rock, L.L.C. and Health Care REIT, Inc.

         In the amount of $883,000 issued in favor of Health Care Property
         Investors, Inc. in connection with the Loan Agreement dated November
         12, 1997 by and between Heart Hospital IV, L.P. and Health Care
         Property Investors, Inc.


<PAGE>   93


                                Schedule 3.01(c)

Surviving Debt.

         Outstanding Debt

<TABLE>
<CAPTION>
                  Borrower                                    Lender                    Amount due as of closing
                  --------                                    ------                    ------------------------
<S>                                                 <C>                              <C>
MedCath Incorporated                                Pacific Cardiovascular           $150,000 plus accrued interest
                                                    Associates Medical Group, Inc.   from 7/21/98

MedCath Incorporated                                GE Medical Systems               $465,416 plus accrued interest
                                                                                     from 7/2/98

MedCath Incorporated                                MetLife Capital Corporation      $6,452,858 plus accrued
                                                                                     interest from 7/1/98

Medcath Diagnostics, Inc.                           Heart South Imaging, Inc.        $65,953 plus accrued interest
                                                                                     from 7/21/98

Cardiac Services, Inc.                              First of America Bank            $20,551 plus accrued interest
                                                                                     from 7/1/98

MedCath of McAllen Limited Partnership              Health Care REIT, Inc.           $13,683,133 plus accrued
                                                                                     interest from 7/21/98

MedCath of McAllen Limited Partnership              GE Medical Systems               $6,310,770 plus accrued
                                                                                     interest from 7/15/98

MedCath of McAllen Limited Partnership              Prime Leasing, Inc.              $1,155,991 plus accrued
                                                                                     interest from 7/21/98

MedCath of McAllen Limited Partnership              IBM Leasing, Inc.                $95,353 plus accrued interest
                                                                                     from 7/1/98

MedCath of McAllen Limited Partnership              Texas State Bank                 $392,680 plus accrued interest
                                                                                     from 7/6/98

MedCath of Little Rock, L.L.C.                      Health Care REIT, Inc.           $29,000,000 plus accrued
                                                                                     interest from 7/1/98

MedCath of Little Rock, L.L.C.                      Prime Leasing, Inc.              $11,315,843 plus accrued
                                                                                     interest from 7/1/98

MedCath of Little Rock, L.L.C.                      Scimed, Inc.                     $18,553 plus accrued interest
                                                                                     from 7/1/98

MedCath of Little Rock, L.L.C.                      Tokai Financial Services, Inc.   $884,236 plus accrued interest
                                                                                     from 7/1/97
</TABLE>


                                       2
<PAGE>   94

                                Schedule 3.01(c)

<TABLE>
<S>                                                 <C>                              <C>
Surviving Debt.

MedCath of Tucson, L.L.C.                           Capstone Capital Corporation     $17,032,224 plus accrued
                                                                                     interest from 7/1/98

MedCath of Tucson, L.L.C.                           US Bancorp, Inc.                 $13,841,132 plus accrued
                                                                                     interest from 7/1/98

MedCath of Tucson, L.L.C.                           Tokai Financial Services, Inc.   $228,391 plus accrued interest
                                                                                     from 7/17/97

Arizona Heart Hospital, L.L.C.                      Nationsbank                      $28,660,779 plus accrued
                                                                                     interest from 7/1/98

Arizona Heart Hospital, L.L.C.                      DVI Financial Services, Inc.     $16,626,859 plus accrued
                                                                                     interest from 7/14/98

Heart Hospital IV, LP                               Healthcare Property Investors,   $26,191,945 plus accrued
                                                    Inc.                             interest from 7/9/98

Heart Hospital IV, LP                               Tokai Financial Services, Inc    $295,249 plus accrued interest
                                                                                     from 7/1/97

Heart Hospital of BK, L.L.C.                        NationsBank                      $7,789,412 plus accrued
                                                                                     interest from 7/21/98

Heart Hospital of BK, L.L.C.                        Tokai Financial Services, Inc.   $288,391 plus accrued interest
                                                                                     from 7/21/97

Medcath Physician Management, Inc.                  National Bank of Arizona         $385,568 plus accrued interest
                                                                                     from 7/15/98

Medcath Managed Care, Inc.                          Various Lenders                  $109,147 plus accrued interest
                                                                                     from 7/9/97
</TABLE>


                                       3
<PAGE>   95

                                Schedule 3.01(c)

Surviving Debt.

         Contingent Obligations

<TABLE>
<CAPTION>
           Entity                               Obligee                              Amount and Description
           ------                               -------                              ----------------------
<S>                                      <C>                                    <C>
MedCath Incorporated                     Health Care REIT, Inc.                 $4,000,000 Corporate Guaranty of
                                                                                MedCath of McAllen Limited
                                                                                Partnership

MedCath Incorporated                     GE Medical Systems                     $2,325,431 Corporate Guaranty of
                                                                                MedCath of McAllen Limited
                                                                                Partnership

MedCath Incorporated                     Prime Leasing, Inc.                    $577,996 Corporate Guaranty of
                                                                                MedCath of McAllen Limited
                                                                                Partnership

MedCath Incorporated                     Health Care REIT, Inc.                 $8,325,000 Corporate Guaranty of
                                                                                MedCath of Little Rock, L.L.C.

MedCath Incorporated                     Prime Leasing, Inc.                    $8,486,882 Corporate Guaranty of
                                                                                MedCath of Little Rock, L.L.C.

MedCath Incorporated                     Tokai Financial Services, Inc.         $442,118 Corporate Guaranty of
                                                                                MedCath of Little Rock, L.L.C.

MedCath Incorporated                     Capstone Capital Corporation           $17,032,224 Corporate Guaranty of
                                                                                MedCath of Tucson, L.L.C.

MedCath Incorporated                     US Bancorp, Inc.                       $6,920,566 Corporate Guaranty of
                                                                                MedCath of Tucson, L.L.C.

MedCath Incorporated                     Tokai Financial Services, Inc.         $144,196 Corporate Guaranty of
                                                                                MedCath of Tucson, L.L.C.

MedCath Incorporated                     Nationsbank                            $28,660,779 Corporate Guaranty of
                                                                                Arizona Heart Hospital, L.L.C.

MedCath Incorporated                     DVI Financial Services, Inc.           $8,313,430 Corporate Guaranty of
                                                                                Arizona Heart Hospital, L.L.C.

MedCath Incorporated                     Healthcare Property Investors, Inc.    $26,191,945 Corporate Guaranty of
                                                                                Heart Hospital IV, LP
</TABLE>


                                       4
<PAGE>   96

                                Schedule 3.01(c)

<TABLE>
<S>                                      <C>                                    <C>
Surviving Debt.

MedCath Incorporated                     Tokai Financial Services, Inc.         $147,625 Corporate Guaranty of Heart
                                                                                Hospital IV, LP

MedCath Incorporated                     NationsBank                            $7,789,412 Corporate Guaranty
                                                                                of Heart Hospital of BK, L.L.C.

MedCath Incorporated                     Tokai Financial Services, Inc.         $144,196 Corporate Guaranty of Heart
                                                                                Hospital of BK, L.L.C.
</TABLE>


                                       5
<PAGE>   97

                                Schedule 4.01(b)

Subsidiaries.

<TABLE>
<CAPTION>
                                                                                        # of Shares
     Name of Subsidiary                                       State of Incorporation      of Stock      Ownership %
-------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                       <C>             <C>
*    AHH Management, Inc.                                         North Carolina            100             100%
         Arizona Heart Hospital, L.L.C.                           North Carolina            N/A              51%
*    DTO Management, Inc.                                         North Carolina            100             100%
         Heart Hospital of DTO, L.L.C.                            North Carolina            N/A              35%
     Gaston Cardiology Services, L.L.C.                           North Carolina            N/A              60%
*    HHBF, Inc.                                                   North Carolina           1,000            100%
         MedCath of BK, L.L.C.                                    North Carolina            N/A              51%
*    Hospital Management IV, Inc.                                 North Carolina            100             100%
         Heart Hospital IV, L.P.                                  North Carolina            N/A              51%
*    MedCath Incorporated                                         North Carolina         11,860,571         100%
*    Medcath Diagnostics, Inc.                                    North Carolina          100,000           100%
         Heart South Imaging II, L.L.C.                               Georgia               N/A              50%
         Cardiac Services, Inc.                                      Illinois               300              50%
         Southeastern Cardiology Heart Centers, L.L.C.            North Carolina            N/A              55%
         Colorado Springs Cardiology Services, L.L.C.                Colorado               N/A              51%
*    MedCath Finance Company                                          Arizona               100             100%
*    MedCath Managed Care, Inc.                                     California            100,000           100%
         *    Arizona Cardiovascular Alliance, Inc.                   Arizona               100             100%
         *    MedCath Heart Network, Inc.                         North Carolina            100             100%
*    MedCath of Arizona, Inc.                                     North Carolina            100             100%
         Sun City Cardiac Associates, L.P.                            Arizona               N/A              65%
*    MedCath of Arkansas, Inc.                                    North Carolina            N/A             100%
         MedCath of Little Rock, L.L.C.                           North Carolina            N/A              51%
*    MedCath of Kingman, Inc.                                     North Carolina           1,000            100%
*    MedCath of Massachusetts, Inc.                               North Carolina            100             100%
         Cape Cod Cardiology Services, L.P.                       North Carolina            N/A              55%
*    MedCath of New Jersey, Inc.                                  North Carolina            100             100%
         MedCath of New Jersey CTC, L.P.                          North Carolina            N/A              90%
*    MedCath of Texas, Inc.                                       North Carolina            100             100%
*    MedCath Physician Management of Virginia, Inc.                  Virginia               200             100%
*    MedCath Physician Management, Inc.                               Arizona              2,600            100%
*    NM Hospital Management, Inc.                                 North Carolina            100             100%
         Heart Hospital of New Mexico, L.L.C.                       New Mexico              N/A              21%
*    PhysMed Management Services, Inc.                                Arizona              1,000            100%
         Arizona Medical Development Company, L.L.C.                  Arizona               N/A              51%
*    Southern Arizona Heart, Inc.                                 North Carolina            100             100%
         MedCath of Tucson, L.L.C.                                North Carolina            N/A              51%
*    Venture Holdings, Inc.                                           Arizona               100             100%
*    VHIT, Inc                                                        Arizona               100             100%
</TABLE>

*        Denotes a Subsidiary Guarantor


                                       6
<PAGE>   98

                                Schedule 4.01(d)

Approvals.

         Filing made with the Department of Justice under Hart-Scott Rodino Act
         by MCTH Acquisitions, Inc. and MedCath Holdings, Inc. All applicable
         waiting periods have expired.

         NationsBank, N.A. pursuant to Credit Agreement dated as of July 28,
         1997, as amended, among MedCath Incorporated, as Borrower, NationsBank,
         N.A. as Agent and Lender, and other Lenders party thereto.

         NationBank, N.A. pursuant to Guarantee Agreement dated as of July 28,
         1997 amount MedCath Incorporated and its subsidiaries in favor of
         NationsBank, N.A.

         Capstone Capital Corporation pursuant to Loan Agreement dated as of
         July 18, 1996 between MedCath of Tucson, L.L.C. and Capstone Capital
         Corporation.

         DVI Financial Services, Inc. pursuant to Loan Agreement dated as of
         February 2, 1998 between Arizona Heart Hospital, L.L.C. and DVI
         Financial Services, Inc.

         Capstone Capital Corporation pursuant to Development Agreement dated as
         of October 15, 1997 among MedCath of Tucson, L.L.C., MedCath
         Incorporated, and Capstone Capital Corporation.

         MetLife Capital Corporation pursuant to Loan and Security Agreement
         dates as of December 4, 1997 by and between MetLife Capital Corporation
         and MedCath Incorporated.


                                       7
<PAGE>   99

                                Schedule 5.02(a)

Liens.

         Liens securing the property acquired through the indebtedness of
         MedCath Incorporated to Pacific Cardiovascular Associates Medical
         Group, Inc. as set forth in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath Incorporated to GE Medical Systems as set forth in Schedule
         3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath Incorporated to MetLife Capital Corporation as set forth in
         Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         Cardiac Services, Inc. to First of America Bank as set forth in
         Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath of McAllen Limited Partnership to Health Care REIT, Inc. as set
         forth in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath of McAllen Limited Partnership to GE Medical Systems as set
         forth in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath of McAllen Limited Partnership to Prime Leasing, Inc. as set
         forth in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath of McAllen Limited Partnership to IBM Leasing, Inc. as set
         forth in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath of McAllen Limited Partnership to Texas State Bank as set forth
         in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath of Little Rock, L.L.C. to Health Care REIT, Inc. as set forth
         in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath of Little Rock, L.L.C. to Prime Leasing, Inc. as set forth in
         Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath of Little Rock, L.L.C. to Scimed, Inc. as set forth in Schedule
         3.01(c)

         Liens securing the property acquired through the indebtedness of
         MedCath of Little Rock, L.L.C. to Tokai Financial Services, Inc. as set
         forth in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath of Tucson, L.L.C. to Capstone Capital Corporation as set forth
         in Schedule 3.01(c).


                                       8
<PAGE>   100

                                Schedule 5.02(a)

Liens.

         Liens securing the property acquired through the indebtedness of
         MedCath of Tucson, L.L.C. to US Bancorp, Inc. as set forth in Schedule
         3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath of Tucson, L.L.C. to Tokai Financial Services, Inc. as set
         forth in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         Arizona Heart Hospital, L.L.C. to Nationsbank as set forth in Schedule
         3.01(c).

         Liens securing the property acquired through the indebtedness of
         Arizona Heart Hospital, L.L.C. to DVI Financial Services, Inc. as set
         forth in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of Heart
         Hospital IV, LP to Healthcare Property Investors, Inc. as set forth in
         Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of Heart
         Hospital IV, LP to Tokai Financial Services, Inc. as set forth in
         Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of Heart
         Hospital of BK, L.L.C. to NationsBank as set forth in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of Heart
         Hospital of BK, L.L.C. to Tokai Financial Services, Inc. as set forth
         in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         MedCath Physician Management, Inc. to National Bank of Arizona as set
         forth in Schedule 3.01(c).

         Liens securing the property acquired through the indebtedness of
         Medcath Managed Care, Inc. to Various Lenders as set forth in Schedule
         3.01(c).

         Liens on the promissory notes issued by Arizona Heart Hospital, L.L.C.
         to MedCath Finance Company which have been pledged by MedCath Finance
         Company to NationsBank, N.A. as security for NationsBank, N.A's loan to
         Arizona Heart Hospital, L.L.C. as set forth in Schedule 5.02(b).

         Liens on the promissory notes issued by MedCath of BK, L.L.C. to
         MedCath Finance Company which have been pledged by MedCath Finance
         Company to NationsBank, N.A. as security for NationsBank, N.A's loan to
         MedCath of BK, L.L.C. as set forth in Schedule 5.02(b).


                                       9
<PAGE>   101

                                Schedule 5.02(b)

Intercompany Debt.

         Promissory Note in the amount of $7,895,000 from Arizona Heart
         Hospital, L.L.C. to MedCath Finance Company pledged to NationsBank,
         N.A. in connection with the Loan Agreement dated August 7, 1997 between
         NationsBank, N.A. and Arizona Heart Hospital, L.L.C.

         Promissory Note in the amount of $13,000,000 from Arizona Heart
         Hospital, L.L.C. to MedCath Finance Company pledged to NationsBank,
         N.A. in connection with the Loan Agreement dated August 7, 1997 between
         NationsBank, N.A. and Arizona Heart Hospital, L.L.C.

         Promissory Note in the amount of $6,700,000 from MedCath of BK, L.L.C.
         to MedCath Finance Company pledged to NationsBank, N.A. in connection
         with the Loan Agreement dated May 6, 1998 between NationsBank, N.A. and
         MedCath of BK, L.L.C.

         Promissory Note in the amount of $10,500,000 from MedCath of BK, L.L.C.
         to MedCath Finance Company pledged to NationsBank, N.A. in connection
         with the Loan Agreement dated May 6, 1998 between NationsBank, N.A. and
         MedCath of BK, L.L.C.


                                       10
<PAGE>   102

                                Schedule 5.02(e)

Investments.

         Stock ownership of $281,000 (slightly less that a 20% interest) in
         Healthcare Management and Development, Inc.


                                       11


<PAGE>   103


                                                                       EXHIBIT A

                                 PROMISSORY NOTE

$                                                    Dated:            ,
 -----------------                                          ------- ---  -------

         FOR VALUE RECEIVED, the undersigned, MEDCATH INTERMEDIATE HOLDINGS,
INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of ___________ (the "Lender") for the account of its Applicable Lending
Office (as defined in the Credit Agreement referred to below) the aggregate
principal amount of the Working Capital Advances (as defined below) owing to the
Lender by the Borrower pursuant to the Credit Agreement dated as of July ___,
1998 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"; terms defined therein being used herein as therein defined)
among the Borrower, the Lender and certain other lender parties party thereto,
NationsBank, N.A., as Administrative Agent for the Lender and such other lender
parties and NationsBanc Montgomery Securities LLC, as arranger and syndication
agent for the Lender and such other lender parties on the Termination Date.

         The Borrower promises to pay interest on the unpaid principal amount of
each Working Capital Advance from the date of such Working Capital Advance until
such principal amount is paid in full, at such interest rates, and payable at
such times, as are specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to NationsBank, N.A, as Administrative Agent, at [Independence
Center, 101 North Tryon Street, 15th Floor, Charlotte, North Carolina 28255,
Attention: Corporate Credit Services], in same day funds. Each Working Capital
Advance owing to the Lender by the Borrower and the maturity thereof, and all
payments made on account of principal thereof, shall be recorded by the Lender
and, prior to any transfer hereof, endorsed on the grid attached hereto, which
is part of this Promissory Note.

         This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of advances (the "Working Capital
Advances") by the Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Working
Capital Advance being evidenced by this Promissory Note, and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to
the maturity hereof upon the



<PAGE>   104



terms and conditions therein specified. The obligations of the Borrower under
this Promissory Note, and the obligations of the other Loan Parties under the
Loan Documents, are secured by the Collateral as provided in the Loan Documents.

         This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

                                      MEDCATH INTERMEDIATE HOLDINGS, INC.

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


                                       2
<PAGE>   105



                       ADVANCES AND PAYMENTS OF PRINCIPAL



<TABLE>
<CAPTION>
                                                                                UNPAID
                                                  AMOUNT OF PRINCIPAL          PRINCIPAL              NOTATION
          DATE              AMOUNT OF ADVANCE       PAID OR PREPAID             BALANCE                MADE BY
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>

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

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

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

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

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

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

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

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------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>


                                       3
<PAGE>   106





                                                                       EXHIBIT B

                               NOTICE OF BORROWING

NationsBank, N.A.,
  as Administrative Agent under the
  Credit Agreement referred to below
101 South Tryon Street
Charlotte, North Carolina 28255                                  [Date]
Attention: Corporate Credit Services

Ladies and Gentlemen:

         The undersigned, MedCath Intermediate Holdings, Inc., refers to the
Credit Agreement dated as of July 31, 1998 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement", the terms defined
therein being used herein as therein defined), among the undersigned, certain
Lender Parties party thereto, NationsBank, N.A., as Administrative Agent for
said Lender Parties and NationsBanc Montgomery Securities LLC, as arranger and
syndication agent, and hereby gives you notice, irrevocably, pursuant to Section
2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing
under the Credit Agreement, and in that connection sets forth below the
information relating to such Borrowing (the "Proposed Borrowing") as required by
Section 2.02(a) of the Credit Agreement:

                  (i)      The Business Day of the Proposed Borrowing is
         _________ ___, _____.

                  (ii)     The Type of Advances comprising the Proposed
         Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].

                  (iii)    The aggregate amount of the Proposed Borrowing is
         $__________.

                  [(iv)    The initial Interest Period for each Eurodollar Rate
         Advance made as part of the Proposed Borrowing is __________ month[s].]

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Proposed Borrowing:

                  (A)      the representations and warranties contained in each
         Loan Document are correct in all material respects on and as of the
         date of the Proposed Borrowing, before and after giving effect to the
         Proposed Borrowing and to the application of the proceeds therefrom, as
         though made on and as of such date, other than any such representations
         or warranties that, by their terms, refer to a specific date other than
         the date of the Proposed Borrowing, in which case, as of such specific
         date; and


<PAGE>   107



                  (B)      no Default has occurred and is continuing, or would
         result from such Proposed Borrowing or from the application of the
         proceeds therefrom.

                                  Very truly yours,

                                  MEDCATH INTERMEDIATE HOLDINGS, INC.


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


<PAGE>   108



                                                                       EXHIBIT C

                            ASSIGNMENT AND ACCEPTANCE

         Reference is made to the Credit Agreement dated as of July 31, 1998 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") among Medcath Intermediate Holdings, Inc., a Delaware corporation
(the "Borrower"), the Lender Parties (as defined in the Credit Agreement),
NationsBank, N.A., as collateral and administrative agent for the Lender Parties
(the "Administrative Agent") and NationsBanc Montgomery Securities LLC, as
arranger and syndication agent for the Lender Parties. Terms defined in the
Credit Agreement, and not otherwise defined herein, are used herein as therein
defined.

         The "Assignor" and the "Assignee" referred to on Schedule 1 hereto
agree as follows:

         1.       The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, an interest in and to
the Assignor's rights and obligations under the Credit Agreement as of the date
hereof equal to the percentage interest specified on Schedule 1 hereto of all
outstanding rights and obligations under the Credit Agreement. After giving
effect to such sale and assignment, the Assignee's Commitments and the amount of
the Advances owing to the Assignee will be as set forth on Schedule 1 hereto.

         2.       The Assignor (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, the
Loan Documents or any other instrument or document furnished pursuant thereto;
and (iii) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Loan Party or the performance or
observance by any Loan Party of any of its obligations under any Loan Document
or any other instrument or document furnished pursuant thereto; and (iv)
attaches the Note or Notes held by the Assignor and requests that the
Administrative Agent exchange such Note or Notes for a new Note or Notes payable
to the order of the Assignee in an amount equal to the Commitments assumed by
the Assignee pursuant hereto or new Notes payable to the order of the Assignee
in an amount equal to the Commitments assumed by the Assignee pursuant hereto
and the Assignor in an amount equal to the Commitments retained by the Assignor
under the Credit Agreement, respectively, as specified on Schedule 1 hereto.



<PAGE>   109



         3.       The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other Lender
Party and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (iii) confirms that it is an Eligible
Assignee; (iv) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Loan Documents as are delegated to the Administrative Agent by the terms
thereof, together with such powers and discretion as are reasonably incidental
thereto; (v) agrees that it will perform in accordance with their terms all of
the obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender Party; and (vi) attaches any U.S. Internal Revenue
Service forms required under Section 2.12 of the Credit Agreement.

         4.       Following the execution of this Assignment and Acceptance, it
will be delivered to the Administrative Agent for acceptance and recording by
the Administrative Agent. The effective date for this Assignment and Acceptance
(the "Effective Date") shall be the date of acceptance hereof by the
Administrative Agent, unless otherwise specified on Schedule 1 hereto.

         5.       Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender Party thereunder and (ii) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement.

         6.       Upon such acceptance and recording by the Administrative
Agent, from and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement and the Notes in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest and commitment fees with respect thereto) to the Assignee. The Assignor
and Assignee shall make all appropriate adjustments in payments under the Credit
Agreement and the Notes for periods prior to the Effective Date directly between
themselves.

         7.       This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

         8.       This Assignment and Acceptance may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one



<PAGE>   110



and the same agreement. Delivery of an executed counterpart of Schedule 1 to
this Assignment and Acceptance by telecopier shall be effective as delivery of a
manually executed counterpart of this Assignment and Acceptance.

         IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule
1 to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.


<PAGE>   111



                                   SCHEDULE 1
                                       TO
                            ASSIGNMENT AND ACCEPTANCE

As to the Working Capital Facility in respect of which an interest is being
assigned:

<TABLE>
<S>                                                               <C>
Percentage interest assigned:                                     _____________%
Assignee's Commitment:                                            $_____________
Aggregate outstanding principal amount of Advances assigned:      $_____________
Principal amount of Note payable to Assignee:                     $_____________
Principal amount of Note payable to Assignor:                     $_____________
</TABLE>


Effective Date (if other than date of acceptance by Administrative Agent):

----------- ---, ----


                                  [NAME OF ASSIGNOR], as Assignor


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

                                  Dated:               , 199
                                         ---------- ---     --


                                  [NAME OF ASSIGNEE], as Assignee


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

                                  Dated:               , 199
                                         ---------- ---     --

                                  Domestic Lending Office:

                                  Eurodollar Lending Office:


<PAGE>   112



Accepted and Approved this _____
day of ___________, _____


NATIONSBANK, N.A., as Administrative Agent


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

[Accepted and Approved this ____ day
of ______________, ______

MEDCATH INTERMEDIATE HOLDINGS, INC.


By:
    ---------------------------------
         Title:]



<PAGE>   113




                                                                       EXHIBIT D

                          FORM OF NOTICE OF CONVERSION

                                                  [Date of Notice of Conversion]

NationsBank, N.A.,
  as the Administrative Agent for the Lender Parties
  party to the Credit Agreement referred to below
101 South Tryon Street
Charlotte, North Carolina 28255
Attention: Corporate Credit Services

Ladies and Gentlemen:

         The undersigned, MedCath Intermediate Holdings, Inc., a Delaware
corporation, refers to the Credit Agreement dated as of July 31, 1998 (as
further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"; the terms defined therein being used herein as therein
defined) among the Borrower, the banks, financial institutions and other
institutional lenders from time to time party thereto, NationsBanc Montgomery
Securities LLC, as arranger and syndication agent for the Lender Parties
thereunder, and NationsBank, N.A., as the Administrative Agent for the Lender
Parties thereunder, and hereby gives you notice, irrevocably, pursuant to
Section 2.09(a) of the Credit Agreement, that the undersigned hereby requests a
Conversion of the Advances specified in clause (b) below under the Credit
Agreement and, in connection therewith, sets forth below the information
relating to such Conversion (the "Proposed Conversion") as required by Section
2.09(a) of the Credit Agreement:

         (a)      The Business Day of the Proposed Conversion is requested to be
________ ____, _____.

         (b)      The Advances requested to be Converted as part of the Proposed
Conversion are the Working Capital Advances outstanding on the date of this
Notice of Conversion as [Base Rate Advances] [Eurodollar Rate Advances] in an
aggregate principal amount of $__________.




-----------------------------------------
         *The date specified in clause (a) shall be the last day of the existing
Interest Period for the Eurodollar Rate Advances requested to be Convened in the
Proposed Conversion.


<PAGE>   114



         (c)      The Advances referred to in clause (b) above are requested to
be Converted as part of the Proposed Conversion into [Base Rate Advances]
[Eurodollar Rate Advances with an initial Interest Period having a duration of
[one] [two] [three] [six] [nine] [twelve] month[s]].

                                     Very truly yours,

                                     MEDCATH INTERMEDIATE HOLDINGS, INC.

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


<PAGE>   115

                                                                       EXHIBIT E

                                PLEDGE AGREEMENT

                               Dated July 31, 1998

                                      From

                      MEDCATH INTERMEDIATE HOLDINGS, INC.,

                                  as Borrower,

                             MEDCATH HOLDINGS, INC.,

                                   as Parent,

              Each of the other Initial Pledgors referred to herein

                                       and

                   The Additional Pledgors referred to herein

                                       to

                                NATIONSBANK, N.A.

                             as Administrative Agent


<PAGE>   116

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                               PAGE
<S>                                                                                   <C>
   1.  Grant of Security................................................................2
   2.  Security for Obligations.........................................................2
   3.  Pledgors Remain Liable...........................................................3
   4.  Delivery and Control of Security Collateral......................................3
   5.  Representations and Warranties...................................................4
   6.  Further Assurances...............................................................5
   7.  Place of Perfection; Records; Collection of Receivables..........................5
   8.  Voting Rights; Dividends; Etc....................................................6
   9.  Transfers and Other Liens; Additional Shares.....................................7
   10. Administrative Agent Appointed Attorney-in-Fact..................................7
   11. Administrative Agent May Perform.................................................7
   12. The Administrative Agent's Duties................................................7
   13. Remedies.........................................................................8
   14. Indemnity and Expenses...........................................................9
   15. Security Interest Absolute.......................................................9
   16. Amendments: Waivers; Etc........................................................10
   18. Continuing Security Interest; Assignments under the Credit Agreement............11
   19. Release and Termination.........................................................11
   20. Governing Law...................................................................12
</TABLE>

Schedule I - Pledged Shares and Pledged Debt

Exhibit A - Form of Pledge Agreement Supplement


<PAGE>   117

                                PLEDGE AGREEMENT

                  PLEDGE AGREEMENT dated July 31, 1998 made by MedCath
Intermediate Holdings, Inc., a Delaware corporation (the "Borrower"), MedCath
Holdings, Inc., a Delaware corporation (the "Parent"), each of the other Persons
listed on the signature pages hereof as Initial Pledgors (the "Initial
Pledgors") and the Additional Pledgors (as defined in Section 16 hereof) (such
Additional Pledgors, together with the Borrower, the Parent, and the other
Initial Pledgors, being the "Pledgors"), to NationsBank, N.A. ("NationsBank"),
as administrative agent (the "Administrative Agent") for the Secured Parties (as
defined in the Credit Agreement referred to below).

                  PRELIMINARY STATEMENTS.

                  (1)      The Borrower is entering into a Credit Agreement
dated as of July 31, 1998 (as it may hereinafter be amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"; the terms defined
therein and not otherwise defined herein being used herein as therein defined)
with the Lender Parties, the Administrative Agent and NationsBanc Montgomery
Securities LLC, as arranger and Syndication Agent.

                  (2)      Each Pledgor is the owner of the shares (the "Pledged
Shares") of stock described in Part I of Schedule I hereto in respect of such
Pledgor and issued by the corporations named therein and of the indebtedness
(the "Pledged Debt") described in Part II of said Schedule I in respect of such
Pledgor and issued by the obligors named therein.

                  (3)      It is a condition precedent to the making of Advances
by the Lenders and to the issuance of Letters of Credit by the Issuing Bank
under the Credit Agreement, and the entry by the Hedge Banks into Bank Hedge
Agreements with the Borrower and its Subsidiaries from time to time, that each
Pledgor shall have granted the assignment and security interest and made the
pledge and assignment contemplated by this Agreement.

                  (4)      Unless otherwise defined in this Agreement or in the
Credit Agreement, terms defined in Article 8 or 9 of the Uniform Commercial Code
in effect in the State of New York ("N.Y. Uniform Commercial Code") are used in
this Agreement as such terms are defined in such Article 8 or 9.

                  NOW, THEREFORE, in consideration of the premises and in order
to induce the Lenders to make Advances under the Credit Agreement and to the
issuance of Letters of Credit by the Issuing Bank under the Credit Agreement,
and the entry by the Hedge Banks into Bank Hedge Agreements with the Borrower
and its Subsidiaries from time to time, the Pledgor hereby


<PAGE>   118

agrees with the Administrative Agent for its benefit and the ratable benefit of
the Secured Parties as follows:

SECTION 1. GRANT OF SECURITY. Each of the Pledgors hereby assigns and pledges to
the Administrative Agent for its benefit and the ratable benefit of the Secured
Parties, and hereby grants to the Administrative Agent for its benefit and the
ratable benefit of the Secured Parties a security interest in, the following
(collectively, the "Collateral"):

                  (a)      all of the following (the "Security Collateral"):

                           (i)      the Pledged Shares and the certificates
                  representing the Pledged Shares, and all dividends, cash,
                  instruments and other property from time to time received,
                  receivable or otherwise distributed in respect of or in
                  exchange for any or all of the Pledged Shares;

                           (ii)     the Pledged Debt and the instruments
                  evidencing the Pledged Debt, and all interest, cash,
                  instruments and other property from time to time received,
                  receivable or otherwise distributed in respect of or in
                  exchange for any or all of the Pledged Debt;

                           (iii)    all additional shares of stock of any issuer
                  of the Pledged Shares from time to time acquired by such
                  Pledgor in any manner, and the certificates representing such
                  additional shares, and all dividends, cash, instruments and
                  other property from time to time received, receivable or
                  otherwise distributed in respect of or in exchange for any or
                  all of such shares; and

                           (iv)     all additional indebtedness from time to
                  time owed to such Pledgor by any Subsidiary of the Borrower or
                  any Included Entity and the instruments evidencing such
                  indebtedness, and all interest, cash, instruments and other
                  property from time to time received, receivable or otherwise
                  distributed in respect of or in exchange for any or all of
                  such indebtedness; and

                  (b)      all proceeds of any and all of the foregoing
         Collateral (including, without limitation, proceeds that constitute
         property of the types described in clause (a) of this Section 1).

SECTION 2. SECURITY FOR OBLIGATIONS.

                  (a)      This Agreement secures the payment of all Obligations
         of the Borrower and each Guarantor now or hereafter existing under the
         Loan Documents and the Bank Hedge Agreements, whether for principal,
         interest, fees, expenses or otherwise (all such Obligations being the
         "Loan Party Secured Obligations"). Without limiting the generality


                                       2
<PAGE>   119

         of the foregoing, this Agreement secures the payment of all amounts
         that constitute part of the Secured Obligations and would be owed by
         the Borrower or any Guarantor to any of the Secured Parties under the
         Loan Documents or the Bank Hedge Agreements but for the fact that they
         are unenforceable or not allowable due to the existence of a
         bankruptcy, reorganization or similar proceeding involving the Borrower
         or any Guarantor.

                  (b)      The Parent's liability under this Pledge Agreement
         shall be limited to the Collateral pledged by it hereunder, it being
         agreed that the pledge set forth herein is a nonrecourse obligation of
         the Parent and that the Administrative Agent's right to recover against
         the Parent hereunder shall be limited solely to the Collateral pledged
         by it hereunder. Without limiting the generality of the foregoing, the
         non-recourse pledge hereunder secures the payment of all amounts that
         constitute part of the Secured Obligations and would be owed by the
         Borrower to the Administrative Agent or any Secured Party under the
         Loan Documents or a Bank Hedge Agreement but for the fact that they are
         unenforceable or not allowable due to the existence of a bankruptcy,
         reorganization or similar proceeding involving the Borrower.

SECTION 3. PLEDGORS REMAIN LIABLE. Anything herein to the contrary
notwithstanding, (a) the exercise by the Administrative Agent of any of the
rights hereunder shall not release any Pledgor from any of its duties or
obligations under the Collateral and (b) neither the Administrative Agent nor
any Secured Party shall have any obligation or liability under the Collateral by
reason of this Agreement, nor shall the Administrative Agent or any Secured
Party be obligated to perform any of the obligations or duties of any Pledgor
thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder.

SECTION 4. DELIVERY AND CONTROL OF SECURITY COLLATERAL. (a) All certificates or
instruments representing or evidencing Security Collateral shall be delivered to
and held by or on behalf of the Administrative Agent pursuant hereto and shall
be in suitable form for transfer by delivery, or shall be accompanied by duly
executed and undated instruments of transfer or assignment in blank, all in form
and substance satisfactory to the Administrative Agent. The Administrative Agent
shall have the right, at any time in its discretion during the continuance of an
Event of Default and without notice to the applicable Pledgor, to transfer to or
to register in the name of the Administrative Agent or any of its nominees any
or all of the Security Collateral owned by such Pledgor, subject only to the
revocable rights specified in Section 8(a). In addition, the Administrative
Agent shall have the right at any time during the continuance of an Event of
Default to exchange certificates or instruments representing or evidencing
Security Collateral for certificates or instruments of smaller or larger
denominations.

                  (b)      With respect to any Security Collateral that
constitutes a security and is not represented or evidenced by a certificate or
an instrument, the Pledgor of such Security Collateral shall cause the issuer
thereof either (i) to register the Administrative Agent as the registered owner
of such security or (ii) to agree in writing with the Pledgor of such Security
Collateral and


                                       3
<PAGE>   120

the Administrative Agent that such issuer will comply with instructions with
respect to such security originated by the Administrative Agent without further
consent of such Pledgor, such agreement to be in form and substance satisfactory
to the Administrative Agent.

SECTION 5. REPRESENTATIONS AND WARRANTIES. Each Pledgor represents and warrants
as follows:

                  (a)      The chief place of business and chief executive
         office of the Borrower are specified on the signature pages for such
         Pledgor or on the Pledge Agreement Supplement. Such Pledgor is the
         legal and beneficial owner of the Collateral pledged by such Grantor
         hereunder free and clear of any Lien, except for the security interest
         created by this Agreement. No effective financing statement or other
         instrument similar in effect covering all or any part of the Collateral
         is on file in any recording office, except such as may have been filed
         in favor of the Administrative Agent relating to this Agreement. Such
         Pledgor has no trade names.

                  (b)      The Pledged Shares have been duly authorized and
         validly issued and are fully paid and non-assessable. The Pledged Debt
         has been duly authorized, authenticated or issued and delivered, is the
         legal, valid and binding obligation of the issuers thereof.

                  (c)      As of the Closing Date, the Pledged Shares constitute
         the percentage of the issued and outstanding shares of stock of the
         issuers thereof indicated on Schedule I. As of the Closing Date, the
         Pledged Debt is outstanding in the principal amount indicated on
         Schedule I.

                  (d)      This Agreement and the pledge of the Security
         Collateral pursuant hereto create a valid and perfected first priority
         security interest in the Collateral, securing the payment of the
         Secured Obligations, and all filings and other actions necessary or
         desirable to perfect and protect such security interest have been duly
         taken (it being understood that with respect to proceeds of Collateral
         and Collateral constituting dividends, distributions and payments that
         the applicable Pledgor is entitled to retain pursuant to Section 8,
         this representation is limited to the extent that the security
         interests therein are perfected under Section 9-306 of the UCC after
         actions in respect thereof that are required hereunder are taken).

                  (e)      No consent of any other Person and no authorization,
         approval or other action by, and no notice to or filing with, any
         governmental authority or regulatory body or other third party is
         required either (i) for the grant by such Pledgor of the assignment and
         security interest granted hereby, for the pledge by such Pledgor of the
         Security Collateral pursuant hereto or for the execution, delivery or
         performance of this Agreement by such Pledgor, (ii) for the perfection
         or maintenance of the pledge, assignment and security interest created
         hereby (including the first priority nature of such pledge,


                                       4
<PAGE>   121

         assignment or security interest), except for the filing of financing
         and continuation statements under the Uniform Commercial Code, which
         financing statements have been duly filed, or (iii) for the exercise by
         the Administrative Agent of its voting or other rights provided for in
         this Agreement or the remedies in respect of the Collateral pursuant to
         this Agreement, except as may be required in connection with the
         disposition of any portion of the Security Collateral by laws affecting
         the offering and sale of securities generally.

SECTION 6. FURTHER ASSURANCES. (a) Each Pledgor agrees that from time to time,
at its own expense, such Pledgor will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that the Administrative Agent may reasonably request, in order to
perfect and protect any pledge, assignment or security interest granted or
purported to be granted hereby or to enable the Administrative Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral.
Without limiting the generality of the foregoing, each Pledgor will: (i) if any
Collateral (other than dividends or distributions in respect of capital stock
that the applicable Pledgor is permitted to retain pursuant to Section 8) shall
be evidenced by a promissory note or other instrument, deliver and pledge to the
Administrative Agent hereunder such note or instrument duly indorsed and
accompanied by duly executed instruments of transfer or assignment, all in form
and substance satisfactory to the Administrative Agent; and (ii) execute and
file such financing or continuation statements, or amendments thereto, and such
other instruments or notices, as may be necessary or desirable, or as the
Administrative Agent may request, in order to perfect and preserve the pledge,
assignment and security interest granted or purported to be granted hereby.

                  (b)      Each Pledgor hereby authorizes the Administrative
Agent to file one or more financing or continuation statements, and amendments
thereto, relating to all or any part of the Collateral without the signature of
such Pledgor where permitted by law. A photocopy or other reproduction of this
Agreement or any financing statement covering the Collateral or any part thereof
shall be sufficient as a financing statement where permitted by law.

                  (c)      Each Pledgor will furnish to the Administrative Agent
from time to time statements and schedules further identifying and describing
the Collateral and such other reports in connection with the Collateral as the
Administrative Agent may reasonably request, all in reasonable detail.

SECTION 7. PLACE OF PERFECTION; RECORDS; COLLECTION OF RECEIVABLES. (a) Each
Pledgor shall keep its chief place of business and chief executive office and
the office where it keeps its records concerning the Collateral, the address
specified in Section 5(a) for each Pledgor or, upon 10 days' prior written
notice to the Administrative Agent, at such other locations in a jurisdiction
where all actions required by Section 6 shall have been taken with respect to
the Collateral.


                                       5
<PAGE>   122

SECTION 8. VOTING RIGHTS; DIVIDENDS; ETC. (a) So long as no Event of Default
shall have occurred and be continuing:

                  (i)      Each Pledgor shall be entitled to exercise any and
         all voting and other consensual rights pertaining to the Security
         Collateral pledged by such Pledgor hereunder or any part thereof for
         any purpose not inconsistent with the terms of this Agreement or the
         other Loan Documents.

                  (ii)     Each Pledgor shall be entitled to receive and retain
         any and all dividends, interest and other distributions paid in respect
         of the Security Collateral pledged by such Pledgor hereunder; provided,
         however, that any and all stock certificates or promissory notes
         received or otherwise distributed in respect of, or in exchange for,
         any Security Collateral, shall be, and shall be forthwith delivered to
         the Administrative Agent to hold as, Security Collateral and shall, if
         received by any such Pledgor, be received in trust for the benefit of
         the Administrative Agent, be segregated from the other property of such
         Pledgor and be forthwith delivered to the Administrative Agent as
         Security Collateral in the same form as so received (with any necessary
         indorsement).

                  (iii)    The Administrative Agent shall execute and deliver
         (or cause to be executed and delivered) to each Pledgor all such
         proxies and other instruments as each such Pledgor may reasonably
         request for the purpose of enabling such Pledgor to exercise the voting
         and other rights that it is entitled to exercise pursuant to paragraph
         (i) above and to receive the dividends or interest payments that it is
         authorized to receive and retain pursuant to paragraph (ii) above.

                  (b)      Upon the occurrence and during the continuance of an
         Event of Default:

                  (i)      Upon notice to such Pledgor by the Administrative
         Agent, all rights of a Pledgor (x) to exercise or refrain from
         exercising the voting and other consensual rights that it would
         otherwise be entitled to exercise pursuant to Section 8(a)(i) shall
         cease and (y) to receive the dividends, interest and other
         distributions that it would otherwise be authorized to receive and
         retain pursuant to Section 8(a)(ii) shall automatically cease, and all
         such rights shall thereupon become vested in the Administrative Agent,
         which shall thereupon have the sole right to exercise or refrain from
         exercising such voting and other consensual rights and to receive and
         hold as Security Collateral such dividends, interest and other
         distributions.

                  (ii)     All dividends, interest and other distributions that
         are received by a Pledgor contrary to the provisions of paragraph (i)
         of this Section 8(b) shall be received in trust for the benefit of the
         Administrative Agent, shall be segregated from other funds of such
         Pledgor and shall be forthwith paid over to the Administrative Agent as
         Security Collateral in the same form as so received (with any necessary
         indorsement).


                                       6
<PAGE>   123

SECTION 9. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES. (a) Except in a
transaction by a Pledgor permitted by the Credit Agreement, each Pledgor shall
not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of,
or grant any option with respect to, any of the Collateral, or (ii) create or
suffer to exist any Lien upon or with respect to any of the Collateral except
for the pledge, assignment and security interest created by this Agreement.

                  (b)      Each Pledgor shall cause each issuer of the Pledged
Shares not to issue any stock or other securities in substitution for the
Pledged Shares issued by such issuer, except to such Pledgor, and each such
Pledgor shall pledge hereunder, immediately upon its acquisition (directly or
indirectly) thereof, any and all additional shares of stock or other securities
of each issuer of the Pledged Shares issued to or acquired by it.

SECTION 10. ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT. Each Pledgor hereby
irrevocably appoints the Administrative Agent such Pledgor's attorney-in-fact,
with full authority in the place and stead of such Pledgor and in the name of
such Pledgor or otherwise, from time to time during the continuance of an Event
of Default in the Administrative Agent's discretion, to take any action and to
execute any instrument that the Administrative Agent may deem necessary or
advisable to accomplish the purposes of this Agreement, including, without
limitation:

                  (a)      to ask for, demand, collect, sue for, recover,
         compromise, receive and give acquittance and receipts for moneys due
         and to become due under or in respect of any of the Collateral,

                  (b)      to receive, indorse and collect any drafts or other
         instruments and documents, in connection with clause (a) above, and

                  (c)      to file any claims take any action or institute any
         proceedings that the Administrative Agent may deem necessary or
         desirable for the collection of any of the Collateral or otherwise to
         enforce compliance with the terms and conditions of any Assigned
         Agreement or the rights of the Administrative Agent with respect to any
         of the Collateral.

SECTION 11. ADMINISTRATIVE AGENT MAY PERFORM. If any Pledgor fails to perform
any agreement contained herein, the Administrative Agent may itself perform, or
cause performance of, such agreement, and the expenses of the Administrative
Agent incurred in connection therewith shall be payable by such Pledgor under
Section 14(b).

SECTION 12. THE ADMINISTRATIVE AGENT'S DUTIES. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the


                                       7
<PAGE>   124

Administrative Agent shall have no duty as to any Collateral, as to ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Security Collateral, whether or not the
Administrative Agent or any Secured Party has or is deemed to have knowledge of
such matters, or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Collateral. The
Administrative Agent shall be deemed to have exercised reasonable care in the
custody and preservation of any Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which NationsBank accords its
own property.

SECTION 13. REMEDIES. If any Event of Default shall have occurred and be
continuing:

                  (a)      The Administrative Agent may exercise in respect of
         the Collateral, in addition to 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 N.Y. Uniform Commercial Code
         (whether or not the N.Y. Uniform Commercial Code applies to the
         affected Collateral) and also may (i) require each Pledgor to, and each
         Pledgor hereby agrees that it will at its expense and upon request of
         the Administrative Agent forthwith, assemble all or part of the
         Collateral as directed by the Administrative Agent and make it
         available to the Administrative Agent at a place to be designated by
         the Administrative Agent that is reasonably convenient to both parties
         and (ii) 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 of the Administrative Agent's offices or elsewhere, for cash, on
         credit or for future delivery, and upon such other terms as the
         Administrative Agent may deem commercially reasonable. Each Pledgor
         agrees that, to the extent notice of sale shall be required by law, at
         least ten days' notice to such Pledgor of the time and place of any
         public sale or the time after which any private sale is to be made
         shall constitute reasonable notification. The Administrative Agent
         shall not be obligated to make any sale of Collateral 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.

                  (b)      All cash 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 may, in the discretion of the
         Administrative Agent, be held by the Administrative Agent as collateral
         for, and/or then or at any time thereafter applied (after payment of
         any amounts payable to the Administrative Agent pursuant to Section 14)
         in whole or in part by the Administrative Agent for the ratable benefit
         of the Secured Parties against, all or any part of the Secured
         Obligations in such order as the Administrative Agent shall elect. Any
         surplus of such cash or cash proceeds held by the Administrative Agent
         and remaining


                                       8
<PAGE>   125

         after payment in full of all the Secured Obligations shall be paid over
         to the applicable Pledgor or to whomsoever may be lawfully entitled to
         receive such surplus.

SECTION 14. INDEMNITY AND EXPENSES. (a) Each Pledgor agrees to indemnify the
Administrative Agent from and against any and all claims, losses and liabilities
growing out of or resulting from this Agreement (including, without limitation,
enforcement of this Agreement), except claims, losses or liabilities resulting
from the Administrative Agent's gross negligence or willful misconduct.

                  (b)      The Borrower will upon demand pay to the
         Administrative Agent the amount of any and all reasonable expenses,
         including the reasonable fees and expenses of its counsel and of any
         experts and agents, that the Administrative Agent may incur in
         connection with (i) the administration of this Agreement, (ii) the
         custody, preservation, use or operation of, or the sale of, collection
         from or other realization upon, any of the Collateral, (iii) the
         exercise or enforcement of any of the rights of the Administrative
         Agent or the Lenders hereunder or (iv) the failure by any Pledgor to
         perform or observe any of the provisions hereof.

SECTION 15. SECURITY INTEREST ABSOLUTE. The obligations of each Pledgor under
this Agreement are independent of the Secured Obligations, and a separate action
or actions may be brought and prosecuted against any such Pledgor enforce this
Agreement, irrespective of whether any action is brought against such Pledgor or
whether such Pledgor is joined in any such action or actions. All rights of the
Administrative Agent and the pledge, assignment and security interest hereunder,
and all obligations of the any such Pledgor hereunder, shall be absolute and
unconditional, irrespective of:

                  (a)      any lack of validity or enforceability of any Loan
         Document, any Bank Hedge Agreement or any other agreement or instrument
         relating thereto;

                  (b)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Secured Obligations or
         any other amendment or waiver of or any consent to any departure from
         any Loan Document or any Bank Hedge Agreement, including, without
         limitation, any increase in the Secured Obligations resulting from the
         extension of additional credit to the Pledgor or any of its
         subsidiaries or otherwise;

                  (c)      any taking, exchange, release or non-perfection of
         any other collateral, or any taking, release or amendment or waiver of
         or consent to departure from any guaranty, for all or any of the
         Secured Obligations;

                  (d)      any manner of application of collateral, or proceeds
         thereof, to all or any of the Secured Obligations, or any manner of
         sale or other disposition of any collateral for all or any of the
         Secured Obligations or any other assets of any Pledgor or any of its
         subsidiaries;


                                       9
<PAGE>   126

                  (e)      any change, restructuring or termination of the
         corporate structure or existence of any Pledgor or any of its
         subsidiaries; or

                  (f)      any other circumstance that might otherwise
         constitute a defense available to, or a discharge of, any Pledgor or a
         third party grantor of a security interest.

SECTION 16. AMENDMENTS; WAIVERS; ETC. (a) No amendment or waiver of any
provision of this Agreement, and no consent to any departure by any Pledgor
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Administrative Agent, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

                  (b)      No failure on the part of the Administrative Agent to
exercise, and no delay in exercising any right hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right.

                  (c)      Upon the execution and delivery by any Person of a
supplement to this Agreement, in each case in substantially the form of Exhibit
A hereto (each a "Pledge Agreement Supplement"), (i) such Person shall be
referred to as an "Additional Pledgor" and shall be and become a Pledgor, and
each reference in this Agreement to an "Additional Pledgor" or a "Pledgor" shall
also mean and be a reference to such Additional Pledgor and each reference in
any other Loan Document to a "Pledgor" or a "Loan Party" shall also mean and be
a reference to such Additional Pledgor, and (ii) the supplements attached to
each Pledge Agreement Supplement shall be incorporated into and become a part of
and supplement the Schedules to this Agreement, as appropriate, and the
Administrative Agent may attach such supplements to such Schedules, and each
reference to such Schedules shall mean and be a reference to such Schedules, as
supplemented pursuant hereto.

                  Section 17. Addresses for Notices. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic, telex or cable communication) and mailed, telegraphed, telecopied,
telexed, cabled or delivered if to any Pledgor, addressed to it at the address
set forth below its name on the signature pages hereof, if to any Additional
Pledgor, addressed to it at the address set forth below its name on the
signature pages to the Pledge Agreement Supplement executed and delivered by
such Additional Pledgor, if to the Administrative Agent, addressed to it at its
address set forth in Section 8.02 of the Credit Agreement or, as to any party,
at such other address as shall be designated by such party in a written notice
to the Pledgors and the Administrative Agent. All such notices and other
communications shall, when mailed, telecopied, telegraphed, telexed or cabled,
respectively, be effective three days after being deposited in the mails or, if
sent by overnight courier, on the day following the day of delivery to the
overnight courier, or when telecopied, delivered to the


                                       10
<PAGE>   127

telegraph company, confirmed by telex answerback or delivered to the cable
company, respectively, addressed as aforesaid.

                  SECTION 18. CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER
THE CREDIT AGREEMENT. This Agreement shall create a continuing security interest
in the Collateral and shall (a) remain in full force and effect until the later
of the payment in full in cash of the Secured Obligations and the Termination
Date, (b) be binding upon each Pledgor, its successors and assigns and (c)
inure, together with the rights and remedies of the Administrative Agent
hereunder, to the benefit of the Administrative Agent, the Lenders and their
respective successors, transferees and assigns (in each case subject to the
provisions of Section 19). Without limiting the generality of the foregoing
clause (c), any Lender may assign or otherwise transfer all or any portion of
its rights and obligations under the Credit Agreement (including, without
limitation, all or any portion of its Commitment, and the Advances owing to it
and the Note or Notes held by it to any other Person), and such other Person
shall thereupon become vested with all the benefits in respect thereof granted
to such Lender herein or otherwise, in each case as provided in Section 8.07 of
the Credit Agreement.

SECTION 19. RELEASE AND TERMINATION. (a) Upon any sale, lease, transfer or other
disposition of any item of Collateral in accordance with the terms of the Loan
Documents, the security interest hereunder in such Collateral shall
automatically be terminated and released and the Administrative Agent will, at
the expense of the Pledgor pledging such item, execute and deliver to such
Pledgor such documents as such Pledgor shall reasonably request to evidence the
release of such item of Collateral from the assignment and security interest
granted hereby; provided, however, that (i) at the time of such request and such
release no Default shall have occurred and be continuing, and (ii) the proceeds
of any such sale, lease, transfer or other disposition required to be applied in
accordance with Section 2.05 of the Credit Agreement shall be paid to, or in
accordance with the instructions of, the Administrative Agent at the closing.

                  (b)      Upon the later of the payment in full in cash of the
Secured Obligations (other than any Obligations relating to any Bank Hedge
Agreement) and the Termination Date, the pledge, assignment and security
interest granted hereby shall terminate and all rights to the Collateral shall
revert to the Pledgor pledging such item. Upon any such termination, the
Administrative Agent will, at the expense of the Pledgor pledging such item,
execute and deliver to such Pledgor such documents as such Pledgor shall
reasonably request to evidence such termination.


                                       11
<PAGE>   128

SECTION 20. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, except to the extent that the
validity or perfection of the security interest hereunder, or remedies
hereunder, in respect of any particular Collateral are governed by the laws of a
jurisdiction other than the State of New York.

                  IN WITNESS WHEREOF, each Pledgor has caused this Agreement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

                                     INITIAL PLEDGORS:

                                     MEDCATH HOLDINGS, INC.


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

                                     MEDCATH INTERMEDIATE HOLDINGS, INC.


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

                                     MEDCATH INCORPORATED


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Secretary and Treasurer

                                     AHH MANAGEMENT, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer


                                       12
<PAGE>   129

                                     ARIZONA CARDIOVASCULAR
                                          ALLIANCE, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer and Assistant Secretary

                                     DTO MANAGEMENT, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Vice President and Secretary

                                     HHBF, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer

                                     HOSPITAL MANAGEMENT IV, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer

                                     MEDCATH DIAGNOSTICS, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Secretary


                                       13
<PAGE>   130

                                     MEDCATH FINANCE COMPANY


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Vice President

                                     MEDCATH HEART NETWORK, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer and Assistant Secretary

                                     MEDCATH MANAGED CARE, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Secretary and Treasurer

                                     MEDCATH OF ARIZONA, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Assistant Secretary

                                     MEDCATH OF ARKANSAS, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer


                                       14
<PAGE>   131

                                     MEDCATH OF KINGMAN, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer

                                     MEDCATH OF MASSACHUSETTS, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer

                                     MEDCATH OF NEW JERSEY, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Vice President

                                     MEDCATH OF TEXAS, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer

                                     MEDCATH PHYSICIAN
                                         MANAGEMENT, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Vice President


                                       15
<PAGE>   132

                                     MEDCATH PHYSICIAN MANAGEMENT
                                        OF VIRGINIA, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Vice President

                                     NM HOSPITAL MANAGEMENT, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer and Secretary

                                     PHYSICIAN MANAGEMENT OF MCALLEN, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Vice President

                                     PHYSMED MANAGEMENT
                                         SERVICES, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Secretary

                                     SOUTHERN ARIZONA HEART, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Treasurer


                                       16
<PAGE>   133

                                     VENTURE HOLDINGS, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: Vice President and Assistant
                                                Secretary

                                     VHIT, INC.


                                     By
                                       -----------------------------------------
                                       Name: Richard J. Post
                                       Title: President


                                       17
<PAGE>   134

                   PLEDGED SHARES AND PLEDGED DEBT SCHEDULE I
                                     PART I

<TABLE>
<CAPTION>
                                                                                          STOCK                       PERCENTAGE OF
                                                             CLASS OF                  CERTIFICATE      NUMBER OF      OUTSTANDING
       PLEDGOR                    STOCK ISSUER                STOCK      PAR VALUE          NO.           SHARES         SHARES
       -------                    ------------               --------    ---------     -----------      ---------     -------------
<S>                      <C>                                 <C>         <C>           <C>              <C>           <C>
MedCath Holdings, Inc.   MedCath Intermediate Holdings        Common      $   .01              1             100          100%

MedCath Intermediate     MedCath Incorporated                 Common      $   .01        MI 1224             100          100%
Holdings, Inc.

MedCath Incorporated     AHH Management Inc.                  Common       No Par              1             100          100%
                                                                            Value

MedCath Incorporated     DTO Management Inc.                  Common       No Par              1             100          100%
                                                                            Value

MedCath Incorporated     HHBF, Inc.                           Common       No Par              1            1000          100%
                                                                            Value

MedCath Incorporated     Hospital Management IV, Inc.         Common       No Par              1             100          100%
                                                                            Value

MedCath Incorporated     MedCath Diagnostics, Inc.            Common      $   .01              1         100,000          100%

MedCath Incorporated     MedCath Finance Company              Common      $   .01              1             100          100%

MedCath Incorporated     MedCath Managed Care, Inc.           Common       No Par              1         100,000          100%
                                                                            Value

MedCath Incorporated     MedCath of Arizona, Inc.             Common       No Par              1             100          100%
                                                                            Value

MedCath Incorporated     MedCath of Arkansas, Inc.            Common       No Par              1             100          100%
                                                                            Value

MedCath Incorporated     MedCath of Kingman, Inc.             Common       No Par              1           1,000          100%
                                                                            Value

MedCath Incorporated     MedCath of Massachusetts, Inc.       Common       No Par              1             100          100%
                                                                            Value

MedCath Incorporated     MedCath of New Jersey, Inc.          Common       No Par              1              10          100%
                                                                            Value
</TABLE>


                                       18
<PAGE>   135



<TABLE>
<CAPTION>
                                                                                          STOCK                       PERCENTAGE OF
                                                             CLASS OF                  CERTIFICATE      NUMBER OF      OUTSTANDING
       PLEDGOR                    STOCK ISSUER                STOCK      PAR VALUE          NO.           SHARES         SHARES
       -------                    ------------               --------    ---------     -----------      ---------     -------------
<S>                      <C>                                 <C>         <C>           <C>              <C>           <C>

MedCath Incorporated     MedCath of Texas, Inc.               Common      $   .01              1             100          100%

MedCath Incorporated     MedCath Physician Management, Inc.   Common       No Par              1           2,600          100%
                                                                            Value

MedCath Incorporated     MedCath Physician Management of      Common      $  1.00              1             200          100%
                         Virginia, Inc.

MedCath Incorporated     NM Hospital Management, Inc.         Common      $   .01              1             100          100%

MedCath Incorporated     PhysMed Management Services, Inc.    Common      $   .10             74           1,000          100%

MedCath Incorporated     Southern Arizona Heart, Inc.         Common       No Par              1             100          100%
                                                                            Value

MedCath Incorporated     Venture Holdings, Inc.               Common      $   .01              1             100          100%

MedCath Incorporated     VHIT, Inc.                           Common      $   .01              1             100          100%

MedCath Managed Care,    Arizona Cardiovascular Alliance,     Common      $   .01              1             100          100%
Inc.                     Inc.

MedCath Managed Care,    MedCath Heart Network, Inc.          Common      $   .01              1             100          100%
Inc.
</TABLE>


                                       19
<PAGE>   136

                   PLEDGED SHARES AND PLEDGED DEBT SCHEDULE I
                                     PART II

<TABLE>
<CAPTION>
                                                                                                                  ORIGINAL
                                              DESCRIPTION OF                                      FINAL           PRINCIPAL
    PLEDGOR              DEBT ISSUER               DEBT           DEBT CERTIFICATE NO(S).       MATURITY           AMOUNT
    -------              -----------          --------------      -----------------------       --------        -------------
<S>                      <C>                  <C>               <C>                            <C>              <C>
MedCath Finance          Arizona Heart        Working              Promissory Note dated        6/30/2000       $   1,000,000
Company, Inc.            Institute, Ltd.      Capital Loan                5/26/98

MedCath Finance          MedCath of Little    Working           Revolving Credit Note dated       Demand        $  12,500,000
Company, Inc.            Rock, LLC            Capital Loan                10/1/97

MedCath Finance          MedCath of McAllen   Working           Revolving Credit Note dated     10/1/2017       $  17,500,000
Company, Inc.            Limited Partnership  Capital Loan                10/1/97

MedCath Finance          Arizona Heart        Refinancing          Promissory Note dated        12/31/2002      $1,690,790.82
Company, Inc.            Institute, Ltd.      Loan                       12/31/97

MedCath Finance          Heart Hospital IV,   Working           Revolving Credit Note dated       Demand        $  10,000,000
Company, Inc.            L.P.                 Capital Loan               11/11/97

MedCath Finance          MedCath of Tucson,   Working           Revolving Credit Note dated        Upon         $   6,205,000
Company, Inc.            L.L.C.               Capital Loan                7/18/96              Termination
                                                                                                    of
                                                                                               Outstanding
                                                                                               Debt owed to
                                                                                                 Capstone
                                                                                                 Capital

MedCath Finance          MedCath              Working           Revolving Credit Note dated       Demand        $ 100,000,000
Company, Inc.            Incorporated         Capital Loan             July 29, 1998
</TABLE>


                                       20
<PAGE>   137

                                    EXHIBIT A

                       FORM OF PLEDGE AGREEMENT SUPPLEMENT


                                                          -----------, --- -----

NationsBank, as Administrative Agent
101 South Tryon Street
Charlotte, NC 28255

                   Pledge Agreement dated as of July 31, 1998
                   made by Medcath Incorporated and the other
       Pledgors party thereto to NationsBank, N.A. as Administrative Agent

Ladies and Gentlemen:

         Reference is made to the above-captioned Pledge Agreement (such Pledge
Agreement, as in effect on the date hereof and as it may hereafter be amended,
modified or supplemented from time to time, being the "Pledge Agreement"). The
terms defined in the Pledge Agreement and not otherwise defined herein are used
herein as therein defined.

         The undersigned hereby agrees, as of the date first above written, to
become a Pledgor under the Pledge Agreement as if it were an original party
thereto and agrees that each reference in the Pledge Agreement to "Pledgor" or
"Additional Pledgor" shall also mean and be a reference to the undersigned.

         The undersigned hereby assigns and pledges to the Administrative Agent
for its benefit and the ratable benefit of the Secured Parties, and hereby
assigns and pledges to the Administrative Agent and grants to the Administrative
Agent for its benefit and the ratable benefit of the Secured Parties as security
for the Secured Obligations a lien on and security interest in, all of the
right, title and interest of the undersigned, whether now owned or hereafter
acquired, in and to the Collateral owned by the undersigned, including, but not
limited to, the property listed on the attached supplements to Schedule I to the
Pledge Agreement. The undersigned hereby certifies that such supplements have
been prepared by the undersigned in substantially the form of such Schedules and
are accurate and complete as of the date hereof.

         The undersigned hereby makes each representation and warranty set forth
in Section 5 of the Pledge Agreement (as modified by the attached supplements to
the Schedules to the Pledge Agreement) to the same extent as each other Pledgor
and hereby agrees to be bound as


<PAGE>   138


a Pledgor by all of the terms and provisions of the Pledge Agreement to the same
extent as each other Pledgor.

         This letter shall be governed by, and construed in accordance with, the
law of the State of New York.

         THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF THE LOAN DOCUMENTS (AS DEFINED IN THE CREDIT
AGREEMENT), THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE ISSUING BANK IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

                                    Very truly yours,

                                    [NAME OF ADDITIONAL
                                    PLEDGOR]
                                    [Address of chief executive office]


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


                                       2
<PAGE>   139


                                                                       EXHIBIT F



                               SUBSIDIARY GUARANTY

                               Dated July 31, 1998

                                      From

                      THE INITIAL GUARANTORS LISTED HEREIN
                          AND THE ADDITIONAL GUARANTORS
                               REFERRED TO HEREIN

                                  as Guarantors
                                   in favor of


                       THE SECURED PARTIES REFERRED TO IN
                     THE CREDIT AGREEMENT REFERRED TO HEREIN

<PAGE>   140


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                        PAGE
<S>               <C>                                                                                          <C>
Section 1.        Guaranty; Limitation of Liability...............................................................2
Section 2.        Guaranty Absolute...............................................................................3
Section 3.        Waivers and Acknowledgments.....................................................................4
Section 4.        Subrogation.....................................................................................5
Section 5.        Taxes...........................................................................................5
Section 6.        Covenants.......................................................................................8
Section 7.        Amendments. Etc.................................................................................8
Section 8.        Notices. Etc....................................................................................8
Section 9.        No Waiver: Remedies.............................................................................9
Section 10.       Right of Set-off................................................................................9
Section 11.       Continuing Guaranty; Assignments under the Credit Agreement.....................................9
Section 12.       Governing Law; Jurisdiction: Waiver of Jury Trial. Etc.........................................10
</TABLE>

Exhibit A - Form of Guaranty Supplement


<PAGE>   141

                               SUBSIDIARY GUARANTY

                  SUBSIDIARY GUARANTY dated July 31, 1998 made by each of the
Persons listed on the signature pages hereof under the caption "Initial
Guarantors" and the Additional Guarantors (as defined in Section 7(b)) (such
Persons so listed and the Additional Guarantors being, collectively, the
"Guarantors"), in favor of the Secured Parties (as defined in the Credit
Agreement referred to below).

                  PRELIMINARY STATEMENT. MedCath Intermediate Holdings, Inc., a
Delaware corporation (the "Borrower"), has entered into a Credit Agreement dated
as of July 31, 1998 (said Agreement, as it may hereafter be amended,
supplemented or otherwise modified from time to time, being the "Credit
Agreement"; the terms defined therein and not otherwise defined herein being
used herein as therein defined) with the banks, financial institutions and other
institutional lenders party thereto (the "Lender Parties", NationsBank, N.A.
("NationsBank") as administrative agent (in such capacity, the "Administrative
Agent"), NationsBank as collateral agent (in such capacity, the "Collateral
Agent"), and NationsBanc Montgomery Securities LLC, as arranger and syndication
agent. It is a condition precedent to the making of Advances and the issuance of
Letters of Credit by the Lender Parties under the Credit Agreement that each
Guarantor (as a Subsidiary of the Borrower) shall have executed and delivered
this Guaranty.

                  NOW, THEREFORE, in consideration of the premises and in order
to induce the Lender Parties to make Advances and to issue Letters of Credit
under the Credit Agreement from time to time and the Hedge Banks to enter into
Bank Hedge Agreements from time to time, each Guarantor hereby agrees as
follows:

         SECTION 21.       GUARANTY; LIMITATION OF LIABILITY. (a) Each Guarantor
hereby unconditionally and irrevocably guarantees the punctual payment when due,
whether at stated maturity, by acceleration or otherwise, of all Obligations of
the Borrower now or hereafter existing under the Loan Documents and under the
Bank Hedge Agreements, whether for, principal, interest, fees, expenses or
otherwise (such Obligations being the "Guaranteed Obligations"), and agrees to
pay any and all expenses (including counsel fees and expenses) incurred by the
Administrative Agent or any other Secured Party in enforcing any rights under
this Guaranty. Without limiting the generality of the foregoing, each
Guarantor's liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by the Borrower to the Administrative
Agent or any other Secured Party under the Loan Documents or the Bank Hedge
Agreements but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
the Borrower.

                  (B)      EACH GUARANTOR, AND BY ITS ACCEPTANCE OF THIS
GUARANTY, THE ADMINISTRATIVE AGENT AND EACH OTHER SECURED PARTY, HEREBY CONFIRMS
THAT IT IS THE INTENTION OF ALL SUCH PARTIES THAT THIS GUARANTY NOT CONSTITUTE A
FRAUDULENT TRANSFER OR CONVEYANCE FOR PURPOSES OF BANKRUPTCY LAW, THE UNIFORM
FRAUDULENT CONVEYANCE ACT, THE UNIFORM TRANSFER ACT OR ANY SIMILAR FEDERAL OR
STATE LAW TO THE EXTENT APPLICABLE TO THIS


<PAGE>   142


GUARANTY. TO EFFECTUATE THE FOREGOING INTENTION, THE ADMINISTRATIVE AGENT, THE
OTHER SECURED PARTIES AND THE GUARANTORS HEREBY IRREVOCABLY AGREE THAT THE
OBLIGATIONS OF EACH GUARANTOR UNDER THIS GUARANTY SHALL BE LIMITED TO THE
MAXIMUM AMOUNT AS WILL, AFTER GIVING EFFECT TO SUCH MAXIMUM AMOUNT AND ALL OTHER
CONTINGENT AND FIXED LIABILITIES OF SUCH GUARANTOR (OTHER THAN GUARANTIES OF
SUCH GUARANTOR IN RESPECT OF SUBORDINATED DEBT) THAT ARE RELEVANT UNDER SUCH
LAWS, AND AFTER GIVING EFFECT TO ANY COLLECTIONS FROM, RIGHTS TO RECEIVE
CONTRIBUTIONS FROM OR PAYMENT MADE BY OR ON BEHALF OF ANY OTHER GUARANTOR IN
RESPECT OF THE OBLIGATIONS OF SUCH OTHER GUARANTOR UNDER THIS GUARANTY OR ANY
OTHER GUARANTY, RESULT IN THE OBLIGATIONS OF SUCH GUARANTOR UNDER THIS GUARANTY
NOT CONSTITUTING A FRAUDULENT TRANSFER OR CONVEYANCE. FOR PURPOSES HEREOF,
"BANKRUPTCY LAW" MEANS TITLE II, U.S. CODE, OR ANY SIMILAR FEDERAL OR STATE LAW
FOR THE RELIEF OF DEBTORS.

                  (c)      Each Guarantor agrees that in the event any payment
shall be required to be made to the Secured Parties under this Guaranty or any
other guaranty, such Guarantor will contribute, to the maximum extent permitted
by law, such amounts to each other Guarantor and each other guarantor so as to
maximize the aggregate amount paid to the Secured Parties under the Loan
Documents.

         SECTION 22.       GUARANTY ABSOLUTE. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Loan Documents and the Bank Hedge Agreements, regardless of any law, regulation
or order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Agent or any other Secured Party with respect
thereto. The Obligations of each Guarantor under this Guaranty are independent
of the Guaranteed Obligations or any other Obligations of any other Loan Party
under the Loan Documents or the Bank Hedge Agreements, and a separate action or
actions may be brought and prosecuted against each Guarantor to enforce this
Guaranty, irrespective of whether any action is brought against the Borrower or
any other Loan Party or whether the Borrower or any other Loan Party is joined
in any such action or actions. The liability of each Guarantor under this
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and
each Guarantor hereby irrevocably waives any defenses it may now or hereafter
have in any way relating to, any or all of the following:

                           (a)      any lack of validity or enforceability of
                  any Loan Document, any Bank Hedge Agreement or any agreement
                  or instrument relating thereto;

                           (b)      any change in the time, manner or place of
                  payment of, or in any other term of, all or any of the
                  Guaranteed Obligations or any other Obligations of any other
                  Loan Party under the Loan Documents or the Bank Hedge
                  Agreements, or any other amendment or waiver of or any consent
                  to departure from any Loan Document or any Bank Hedge
                  Agreement, including, without limitation, any increase in the
                  Guaranteed Obligations resulting from the extension of
                  additional credit to the Borrower or any of its Subsidiaries
                  or otherwise;

                           (c)      any taking, exchange, release or
                  non-perfection of any Collateral, or any taking, release or
                  amendment or waiver of or consent to departure from any other
                  guaranty, for all or any of the Guaranteed Obligations;


<PAGE>   143

                           (d)      any manner of application of Collateral, or
                  proceeds thereof, to all or any of the Guaranteed Obligations,
                  or any manner of sale or other disposition of any Collateral
                  for all or any of the Guaranteed Obligations or any other
                  Obligations of any other Loan Party under the Loan Documents
                  or the Bank Hedge Agreements or any other assets of the
                  Borrower or any of its Subsidiaries;

                           (e)      any change, restructuring or termination of
                  the corporate structure or existence of the Borrower or any of
                  its Subsidiaries;

                           (f)      any failure of any Secured Party to disclose
                  to the Borrower or any Guarantor any information relating to
                  the financial condition, operations, properties or prospects
                  of any other Loan Party now or in the future known to any
                  Secured Party (such Guarantor waiving any duty on the part of
                  the Secured Parties to disclose such information); or

                           (g)      any other circumstance (including, without
                  limitation, any statute of limitations) or any existence of or
                  reliance on any representation by the Administrative Agent or
                  any other Secured Party that might otherwise constitute a
                  defense available to, or a discharge of, the Borrower, any
                  Guarantor or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by any Secured Party or any other Person upon the
insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party
or otherwise, all as though such payment had not been made.

         SECTION 23.       WAIVERS AND ACKNOWLEDGMENTS. (a) Each Guarantor
hereby waives promptness, diligence, notice of acceptance and any other notice
with respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that the Administrative Agent or any other Secured Party protect,
secure, perfect or insure any Lien or any property subject thereto or exhaust
any right or take any action against the Borrower or any other Person or any
Collateral.

                  (b)      Each Guarantor hereby waives any right to revoke this
Guaranty, and acknowledges that this Guaranty is continuing in nature and
applies to all Guaranteed Obligations, whether existing now or in the future.



<PAGE>   144


                  (c)      Each Guarantor acknowledges that it will receive
substantial direct and indirect benefits from the financing arrangements
contemplated by the Loan Documents and that the waivers set forth in this
Section 3 are knowingly made in contemplation of such benefits.

         SECTION 24.       SUBROGATION. Each Guarantor will not exercise any
rights that it may now or hereafter acquire against the Borrower or any other
insider guarantor that arise from the existence, payment, performance or
enforcement of the Guarantor's Obligations under this Guaranty or any other Loan
Document or any Bank Hedge Agreement, including, without limitation, any right
of subrogation, reimbursement, exoneration, contribution or indemnification and
any right to participate in any claim or remedy of the Administrative Agent or
any other Secured Party against the Borrower or any other insider guarantor or
any Collateral, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including, without limitation, the right
to take or receive from the Borrower or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim, remedy or right, unless and until
all of the Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash and the Commitments shall have expired or
terminated. If any amount shall be paid to any Guarantor in violation of the
preceding sentence at any time prior to the later of the payment in full in cash
of the Guaranteed Obligations and all other amounts payable under this Guaranty
and the Termination Date, such amount shall be held in trust for the benefit of
the Administrative Agent and the other Secured Parties and shall forthwith
either (i) be paid to the Administrative Agent to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this Guaranty,
whether matured or unmatured, in accordance with the terms of the Loan Documents
and the Bank Hedge Agreements, or (ii) be held as Collateral for any Guaranteed
Obligations or other amounts payable under this Guaranty thereafter arising. If
(i) any Guarantor shall make payment to the Administrative Agent or any other
Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall
be paid in full in cash and (iii) the Termination Date shall have occurred, the
Administrative Agent and the other Secured Parties will, at such Guarantor's
request and expense, execute and deliver to such Guarantor appropriate
documents, without recourse and without representation or warranty, necessary to
evidence the transfer by subrogation to such Guarantor of an interest in the
Guaranteed Obligations resulting from such payment by such Guarantor.

         SECTION 25.       TAXES. (a) Any and all payments by a Guarantor
hereunder or under any of the other Loan Documents shall be made, in accordance
with Section 2.12 of the Credit Agreement, 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 thereto, excluding, in
the case of each Lender Party and each Agent, taxes that are imposed as a result
of a present or former connection between the Lender Party or the Administrative
Agent and the jurisdiction of the Governmental Authority imposing such taxes or
any political subdivision or taxing authority thereof or therein (other than a
connection relating to or arising solely from the Lender Party or


<PAGE>   145


the Administrative Agent holding a Working Capital Note or having executed,
delivered or performed its obligations or received or otherwise collected
payment under, or enforced or otherwise exercised its rights under this
Agreement or any of the other Loan Documents) (all such nonexcluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or under the other Loan Documents being, collectively,
"Taxes"). If a Guarantor shall be required under applicable Requirements of Law
to deduct any Taxes from or in respect of any sum payable hereunder or under any
Working Capital Note to any Lender Party or any Agent, (i) 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
5) such Lender Party or such Agent, as the case may be, receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other Governmental
Authority in accordance with applicable Requirements of Law.

                  (b)      In addition, each Guarantor shall pay any present or
future Other Taxes (as defined in Section 2.12(b) of the Credit Agreement).

                  (c)      Each Guarantor shall indemnify each Lender Party and
each Agent for the full amount of Taxes and Other Taxes, and for the full amount
of taxes of any kind imposed by any jurisdiction on amounts payable under this
Section 5, imposed on or paid by such Lender Party or such Agent, as the case
may be, and any liability (including penalties, additions to tax, interest and
expenses) arising therefrom or with respect thereto. The indemnity by such
Guarantor provided for in this subsection (c) shall apply and be made whether or
not the Taxes or Other Taxes for which indemnification hereunder is sought have
been correctly or legally asserted; provided, however, that such Lender or such
Agent seeking such indemnification shall take all reasonable actions (consistent
with its internal policy and legal and regulatory restrictions) requested by the
Borrower to assist the Borrower in recovering the amounts paid thereby pursuant
to this subsection (c) from the relevant taxation authority or other
Governmental Authority. Amounts payable by a Guarantor under the indemnity set
forth in this subsection (c) shall be paid within 30 days from the date on which
the applicable Lender or Agent, as the case may be, makes written demand
therefor.

                  (d)      If the Administrative Agent or any Lender Party
receives a refund in respect of Taxes paid by a Guarantor, which in the
reasonable judgment of such Lender Party is allocable to such payment, it shall
promptly pay such refund, together with any other amounts paid by such Guarantor
in connection with such refunded Taxes, to such Guarantor, net of all
out-of-pocket expenses of such Lender Party incurred in obtaining such refund,
provided, that such Guarantor agrees to promptly return such refund to the
Administrative Agent or the applicable Lender Party, as the case may be, if it
receives notice from the Administrative Agent or the applicable Lender Party
that such Administrative Agent or Lender Party is required to repay such refund.



<PAGE>   146


                  (e)      Within 30 days after the date of any payment of
Taxes, the relevant Guarantor shall furnish to the Administrative Agent, at its
address referred to in Section 8.02 of the Credit Agreement, the original or a
certified copy of a receipt evidencing payment thereof, to the extent such a
receipt is issued therefor, or other written proof of payment thereof that is
reasonably satisfactory to the Administrative Agent.

                  (f)      Each Lender Party organized under the laws of a
jurisdiction outside the United States shall, on or prior to the date of its
execution and delivery of the Credit Agreement in the case of each Initial
Lender or Initial Issuing Bank, as the case may be, and on the date of the
Assignment and Acceptance pursuant to which it becomes a Lender Party in the
case of each other Lender Party, and from time to time thereafter as reasonably
requested in writing by any Guarantor (but only so long thereafter as such
Lender Party remains lawfully able to do so), provide each of the Administrative
Agent and such Guarantor with two original Internal Revenue Service forms 1001
or 4224 or any successor or other form prescribed by the Internal Revenue
Service, certifying that such Lender Party is exempt from or entitled to a
reduced rate of United States withholding tax on payments pursuant to this
Agreement or the other Loan Documents. If the forms provided by a Lender Party
at the time such Lender Party first becomes a party to this Agreement or at the
time the Lender Party changes the jurisdiction of its Applicable Lending Office
or designates a different Applicable Lending Office indicates a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from Taxes unless and until such Lender Party
provides the appropriate form certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided, however, that, if at the date of a
change in the jurisdiction of the Applicable Lending Office or designation of a
new Applicable Lending Office of a Lender Party, such Lender Party was entitled
to payments under subsection (a) in respect of withholding tax with respect to
interest paid immediately before the change in the Applicable Lending Office,
then, to such extent, the term Taxes shall include (in addition to withholding
taxes that may be imposed in the future or other amounts otherwise includable in
Taxes) withholding tax, if any, applicable with respect to such new Applicable
Lending Office on such date; provided further that, if at the date of the
Assignment and Acceptance pursuant to which a Lender Party becomes a party to
this Agreement, the Lender Party assignor was entitled to payments under
subsection (a) in respect of withholding tax with respect to interest paid at
such date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) withholding tax, if any, applicable with respect to the
Lender Party assignee on such date.

                  (g)      For any period with respect to which a Lender Party
has failed to provide the Loan Parties with the appropriate form, certificate or
other document described in subsection (e) of this Section 5 (other than if such
failure is due to a change in the applicable Requirements of Law, or in the
interpretation or application thereof, occurring after the date on which a form,
certificate or other document originally was required to be provided or if such
form, certificate or other document otherwise is not required under subsection
(e) of this Section


<PAGE>   147


5), such Lender Party shall not be entitled to indemnification under subsection
(a) or (c) of this Section 5 with respect to Taxes imposed by the United States
by reason of such failure; provide, however, that should a Lender Party become
subject to Taxes because of its failure to deliver a form, certificate or other
document required hereunder, each Guarantor shall, at such Lender Party's sole
expense, take such steps as such Lender Party shall reasonably request to assist
such Lender Party in recovering such Taxes.

                  (h)      Any Lender Party claiming any additional amounts
payable pursuant to this Section 5 agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office or designate a different
Applicable Lending Office if the making of such a change or designation would
avoid the need for, or reduce the amount of, any such additional amounts that
may thereafter accrue, provided that such change or designation is made on terms
that such Lender Party and its Applicable Lending Office suffer no economic,
legal or regulatory disadvantage, with the object of avoiding the consequence of
the event giving rise to the operation of subsection (a) or (c) above.

         SECTION 26.       COVENANTS. Each Guarantor covenants and agrees that,
so long as any part of the Guaranteed Obligations shall remain unpaid, any
Letter of Credit shall be outstanding, or any Lender Party shall have any
Commitment, such Guarantor will, unless the Required Lenders shall otherwise
consent in writing, perform or observe all of the terms, covenants and
agreements that the Loan Documents either (i) state such Guarantor shall perform
or observe or (ii) state that the Borrower is to cause such Guarantor to perform
or observe, in each case subject to the provisions thereof including applicable
grace periods with respect thereto.

         SECTION 27.       AMENDMENTS. ETC. (a) No amendment or waiver of any
provision of this Guaranty and no consent to any departure by any Guarantor
therefrom shall in any event be effective unless the same shall be in accordance
with the provisions of Section 8.01 of the Credit Agreement.

                  (b)      Upon the execution and delivery by any Person of a
supplemental guaranty in substantially the form of Exhibit A hereto (each, a
"Guaranty Supplement"), such Person shall be referred to as an "Additional
Guarantor" and shall be and become a Guarantor hereunder and each reference in
this Guaranty to a "Guarantor" shall also mean and be a reference to such
Additional Guarantor and each reference in any other Loan Document to a
"Guarantor" shall also mean and be a reference to such Additional Guarantor.

         SECTION 28.       NOTICES. ETC. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telecopy or
telex communication) and mailed, telegraphed, telecopied, telexed or delivered
to it, if to the Guarantor, addressed to it at the addresses listed for such
Guarantor on the signature pages hereof (or in the applicable Guaranty
Supplement), if to the Administrative Agent or any Lender Party, at its address
specified in the


<PAGE>   148


Credit Agreement, or as to any party at such other address as shall be
designated by such party in a written notice to each other party. All such
notices and other communications shall, when mailed, telegraphed, telecopied or
telexed, be effective when deposited in the malls, delivered to the telegraph
company, transmitted by telecopier or confirmed by telex answerback,
respectively.

         SECTION 29.       NO WAIVER: REMEDIES. No failure on the part of the
Administrative Agent or any other Secured Party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

         SECTION 30.       RIGHT OF SET-OFF. Upon (a) the occurrence and during
the continuance of any Event of Default and (b) the making of the request or the
granting of the consent specified by Section 6.01 of the Credit Agreement to
authorize the Administrative Agent to declare the Notes due and payable pursuant
to the provisions of said Section 6.01, each Lender Party and each of its
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender Party or such Affiliate to
or for the credit or the account of any Guarantor against any and all of the
Obligations of such Guarantor now or hereafter existing under this Guaranty,
whether or not such Lender Party shall have made any demand under this Guaranty
and although such Obligations may be unmatured. Each Lender Party agrees
promptly to notify the applicable Guarantor after any such set-off and
application; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Lender
Party and its respective Affiliates under this Section are in addition to other
rights and remedies (including, without limitation, other rights of set-off)
that such Lender Party and its respective Affiliates may have.

         SECTION 31.       CONTINUING GUARANTY; ASSIGNMENTS UNDER THE CREDIT
AGREEMENT. This Guaranty is a continuing guaranty and shall (a) remain in full
force and effect until the later of the payment in full in cash of the
Guaranteed Obligations and all other amounts payable under this Guaranty and the
Termination Date, (b) be binding upon each Guarantor, its successors and assigns
and (c) inure to the benefit of and be enforceable by the Administrative Agent
and the other Secured Parties and their successors, transferees and assigns;
provided, however, that the obligations of any Guarantor hereunder, and the
effectiveness of the provisions hereof with respect to such Guarantor, shall
automatically terminate and be released upon the sale, transfer or other
disposition of the Capital Stock of such Guarantor so long as (x) such sale,
transfer or other disposition is consummated in accordance with the terms of the
Credit Agreement and (y) as a result of such sale, transfer or other disposition
such Guarantor Subsidiary becomes a Person that no longer meets the criteria of
a Guarantor Subsidiary set forth in the definition thereof. Without limiting the
generality of the foregoing clause (c), any Secured Party may assign or
otherwise transfer all or any portion of its rights and obligations under the
Credit Agreement (including,


<PAGE>   149


without limitation, all or any portion of its Commitment, the Advances owing to
it and the Note or Notes held by it) to any other Person, and such other Person
shall thereupon become vested with all the benefits in respect thereof granted
to such Secured Party herein or otherwise, in each case as and to the extent
provided in Section 8.07 of the Credit Agreement.

         SECTION 32.       GOVERNING LAW; JURISDICTION: WAIVER OF JURY TRIAL.
ETC. (a) This Guaranty shall be governed by, and construed in accordance with,
the laws of the State of New York.

                  (b)      Each Guarantor hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or federal court of the United States of America sitting in
New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Guaranty or any of the other Loan
Documents to which it is or is to be a party, or for recognition or enforcement
of any judgment, and each Guarantor hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such New York State court or, to the extent permitted by
law, in such federal court. Each Guarantor agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Guaranty shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Guaranty or any of the
other Loan Documents to which it is or is to be a party in the courts of any
jurisdiction.

                  (c)      Each Guarantor irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Guaranty or any of the
other Loan Documents to which it is or is to be a party in any New York State or
federal court. Each Guarantor hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.



<PAGE>   150


                  (d)      Each Guarantor hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to any of the Loan
Documents, the transactions contemplated thereby or the actions of the
Administrative Agent or any other Secured Party in the negotiation,
administration, performance or enforcement thereof.

                  IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

                           MEDCATH INCORPORATED



                           By:
                                ------------------------------------------------
                                    Name:  Richard J. Post
                                    Title: Secretary and Treasurer


                           AHH MANAGEMENT, INC.



                           By:
                                ------------------------------------------------
                                    Name:  Richard J. Post
                                    Title: Treasurer


                           ARIZONA CARDIOVASCULAR
                           ALLIANCE, INC.



                           By:
                                ------------------------------------------------
                                    Name:  Richard J. Post
                                    Title: Treasurer and Assistant Secretary


                           DTO MANAGEMENT, INC.


                           By:
                                ------------------------------------------------
                                    Name:  Richard J. Post
                                    Title: Vice President and Secretary




<PAGE>   151


                           HHBF, INC.


                           By:
                                ------------------------------------------------
                                    Name:  Richard J. Post
                                    Title: Treasurer


                           HOSPITAL MANAGEMENT IV, INC.


                           By:
                                ------------------------------------------------
                                    Name:  Richard J. Post
                                    Title: Treasurer


                           MEDCATH DIAGNOSTICS, INC.


                           By:
                                ------------------------------------------------
                                    Name:  Richard J. Post
                                    Title: Secretary


                           MEDCATH FINANCE COMPANY


                           By:
                                ------------------------------------------------
                                    Name:  Richard J. Post
                                    Title: Vice President


                           MEDCATH HEART NETWORK, INC.


                           By:
                                ------------------------------------------------
                                    Name:  Richard J. Post
                                    Title: Treasurer and Assistant Secretary




<PAGE>   152


                           MEDCATH MANAGED CARE, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Secretary and Treasurer


                           MEDCATH OF ARIZONA, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Assistant Secretary


                           MEDCATH OF ARKANSAS, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Treasurer


                           MEDCATH OF KINGMAN, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Treasurer


                           MEDCATH OF MASSACHUSETTS, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Treasurer




<PAGE>   153


                           MEDCATH OF NEW JERSEY, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Vice President


                           MEDCATH OF TEXAS, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Treasurer


                           MEDCATH PHYSICIAN
                           MANAGEMENT, INC.

                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Vice President


                           MEDCATH PHYSICIAN MANAGEMENT OF VIRGINIA, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Vice President


                           NM HOSPITAL MANAGEMENT, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Treasurer and Secretary




<PAGE>   154


                           PHYSMED MANAGEMENT SERVICES, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Secretary


                           SOUTHERN ARIZONA HEART, INC.

                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Treasurer


<PAGE>   155



                           VENTURE HOLDINGS, INC.


                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: Vice President and Assistant Secretary


                           VHIT, INC.

                           By:
                                ------------------------------------------------
                                   Name:  Richard J. Post
                                   Title: President


<PAGE>   156


                                    EXHIBIT A

                           FORM OF GUARANTY SUPPLEMENT

                                                             , [199  ] [200  ]
                                                    ---------      --      --

NationsBank, N.A., as Administrative Agent
101 South Tryon Street
Charlotte, NC 28255

Attention:
          --------------------------

                    Credit Agreement dated as of July 31,1998
                  among MedCath Incorporated, a North Carolina
 corporation (the "Borrower"), the Lender Parties party to the Credit Agreement,
     and NationsBank, N.A., as Administrative Agent and as Collateral Agent
     ----------------------------------------------------------------------

Ladies and Gentlemen:

         Reference is made to the above-captioned Credit Agreement and to the
Subsidiary Guaranty referred to therein (such Subsidiary Guaranty, as in effect
on the date hereof and as it may hereafter be amended, modified or supplemented
from time to time, being the "Subsidiary Guaranty"). The terms defined in the
Subsidiary Guaranty and the Credit Agreement and not otherwise defined herein
are used herein as therein defined.

         The undersigned hereby unconditionally and irrevocably guarantees the
punctual payment when due, whether as stated maturity, by acceleration or
otherwise, of all Obligations of the Borrower now or hereafter existing under
the Loan Documents and the Bank Hedge Agreements, whether for principal,
interest, fees, expenses or otherwise and agrees to pay any and all expenses
(including reasonable counsel fees and expenses) incurred by the Administrative
Agent or any other Secured Party on the terms and subject to the limitations set
forth in the Guaranty as if it were an original party thereto. On and after the
date hereof, each reference in the Subsidiary Guaranty to "Guarantor" shall also
mean and be a reference to the undersigned.

         The undersigned hereby agrees to be bound as a Guarantor by all of the
terms and provisions of the Subsidiary Guaranty to the same extent as each other
Guarantor.



<PAGE>   157



         The undersigned hereby agrees to be bound as a Guarantor by all of the
terms and provisions of the Credit Agreement to the same extent as all other
Guarantors.

         The undersigned hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of the Loan Documents, the Subsidiary Guaranty, the
transactions contemplated thereby or the actions of any Secured Party in the
negotiation, administration, performance or enforcement thereof.

         This Guaranty Supplement shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                      Very truly yours,

                                      [NAME OF ADDITIONAL GUARANTOR]

                                      By.
                                         ---------------------------------------
                                         Title:
                                         Address:


<PAGE>   158





                                                  EXHIBIT G-1 FORM OF OPINION OF
                                                               MOORE & VAN ALLEN



NationsBank, N.A., as Administrative
   Agent and Each of the Lenders Party to the
   Loan Referenced Below
NationsBank Corporate Center
Charlotte, North Carolina 28255-0065

         RE       CREDIT AGREEMENT BY AND AMONG NATIONSBANK, N.A.,
                  AS ADMINISTRATIVE AGENT, THE INITIAL LENDERS AND INITIAL
                  ISSUING BANK REFERRED TO IN THE CREDIT AGREEMENT AND MEDCATH
                  INTERMEDIATE HOLDINGS, INC.
                  --------------------------------------------------------------

Ladies and Gentlemen:

         We have acted as special counsel to the entities listed on Exhibit A
attached hereto (each individually a "Guarantor" and, collectively, the
"Guarantors") in connection with the Credit Agreement (the "Credit Agreement")
of even date herewith among you, NationsBank Montgomery Securities LLC, as
Arranger and Syndication Agent, and MedCath Intermediate Holdings, Inc. (the
"Borrower") and the other transactions contemplated under the Credit Agreement.

         This opinion is being delivered in accordance with the conditions set
forth in Section 3.01(h)(xi) the Credit Agreement. All capitalized terms not
otherwise defined herein shall have the meanings provided therefor in the Credit
Agreement.

         As such special counsel, we have reviewed the following documents all
dated July 31, 1998:

         1.       the Credit Agreement;

         2.       the Working Capital Notes;

         3.       the Guaranty; and

         4.       the Pledge Agreement.

         The documents described in items 1 through 4 immediately above are
referred to herein as the "Loan Documents."



<PAGE>   159

NationsBank, N.A., as Administrative
Agent and Each of the Lenders
July 31, 1998
Page 20




         For purposes of the opinions expressed below, we have assumed that all
signatures (other than those of representatives of the Guarantors on the Loan
Documents) on all documents submitted to us are genuine; that all documents
submitted to us as originals are authentic; that all documents submitted to us
as certified copies, telecopies or photocopies conform to the originals of such
documents, which themselves are authentic; that the Loan Documents have been
duly authorized, executed and delivered by each party thereto other than the
Guarantors; that the Loan Documents will be the legal, valid and binding
obligations, enforceable in accordance with their terms, of each party thereto;
that any natural persons executing any of the Loan Documents have legal
capacity; and that all public records reviewed are true and complete. We have
further assumed, without investigation, the following matters:

                  (a)      that the representations and warranties contained in
         the Loan Documents pertaining to factual matters are true and correct
         as set forth therein; and

                  (b)      that any certificate, representation or document
         which we have received from any governmental authority and upon which
         we have relied and which was given or dated earlier than the date of
         this letter continues to remain accurate, insofar as relevant to the
         opinions contained herein, from such earlier date through and including
         the date hereof.

         With respect to the assumptions set forth hereinabove, we hereby advise
you that in the course of our representation, we have not discovered any
condition or fact which would make such assumptions unwarranted.

         In addition, for purposes of giving this opinion, we have examined such
corporate records of the Guarantors, certificates of public officials,
certificates of appropriate officials of the Guarantors, and such other
documents, and have made such inquiries, as we have deemed appropriate.

         In basing certain of the opinions expressed below on "our knowledge,"
the words "our knowledge" signify that, in the course of our representation of
the Guarantors as aforesaid, no information has come to our attention that has
given us conscious awareness that any such opinions are not accurate or that any
of the documents, certificates and information on which we have relied in
expressing any such opinions are not true and complete in all material respects.
The phrase "our knowledge" is limited to the conscious awareness of the lawyers
within our firm who have worked on the transactions contemplated by the Loan
Documents.



<PAGE>   160

NationsBank, N.A., as Administrative
Agent and Each of the Lenders
July 31, 1998
Page 21



         Based upon and subject to the foregoing and the qualifications set
forth below, it is our opinion that as of the date hereof:

                  1.       The Guarantors are corporations duly incorporated and
         validly existing under the laws of the State of North Carolina and each
         such Guarantor has full corporate power to own its assets and conduct
         the business in which it is now engaged and as expressly contemplated
         in the Loan Documents and each has corporate power and authority to
         enter into the Loan Documents to which it is a party and to perform its
         obligations thereunder.

                  2.       Each of the Loan Documents to which a Guarantors is a
         party has been duly authorized and properly executed and delivered
         where required by such Guarantor.

                  3.       Neither the execution or delivery of, nor performance
         by any Guarantor of its obligations under, the Loan Documents (a) does
         or will conflict with, violate or constitute a breach of (i) the
         charter or bylaws of such Guarantor, (ii) any laws, rules or
         regulations applicable to such Guarantor, (iii) to our knowledge, and
         in reliance on the officer's certificate from such Guarantor dated as
         of the date hereof (the "Officer's Certificate"), any agreement to
         which such Guarantor is now a party or by which it or its property is
         bound or (iv) to our knowledge; and in reliance on the Officer's
         Certificate, any judgment, writ, determination, order, decree or
         arbitral award to which such Guarantor is a party or by such Guarantor
         or any of their properties is bound, (b) requires the prior consent of,
         notice to, license from or filing with any Governmental Authority which
         has not been duly obtained or made on or prior to the date hereof, (c)
         to our knowledge, and in reliance on the Officer's Certificate,
         requires the prior consent of, notice to, license from or filing with
         any third party which has not been duly obtained or made on or prior to
         the date hereof, or (d) to our knowledge, and in reliance on the
         Officer's Certificate, does or will result in the creation or
         imposition of any Lien upon or with respect to any of the properties of
         any Guarantor, except for the Liens in your favor expressly created
         pursuant to the Loan Documents.

                  4.       To our knowledge, there is no pending or threatened,
         action, suit, investigation or proceeding before or by any court, or
         governmental department, commission, board, bureau, instrumentality,
         agency or arbitral authority, which calls into question the validity or
         enforceability of the Loan Documents.



<PAGE>   161

NationsBank, N.A., as Administrative
Agent and Each of the Lenders
July 31, 1998
Page 22



                  5.       Assuming (i) attachment of the security interests
         created in the Collateral (as defined in the Pledge Agreement) by the
         Pledge Agreement under New York law (the "Security Interests"), and
         (ii) filing in the offices and places in North Carolina as are
         necessary in order to perfect a security interest in such Collateral,
         the Pledgor Financing Statements (as defined in the Pledge Agreement)
         that will be filed in North Carolina are in proper form to perfect the
         Security Interests covered thereby, to the extent that perfection of a
         security interest in such Collateral is required to be effected by
         filing in North Carolina financing statements under the Uniform
         Commercial Code as in effect in North Carolina (the "UCC").

                  In stating our opinion as to perfection of the Security
         Interests, we have assumed that (i) the chief executive office (within
         the meaning of Section 9-103(3) of the UCC) of each of the Guarantors
         is in Mecklenburg County, North Carolina. In addition, we call to your
         attention that perfection or nonperfection of the Security Interests
         may be subject to the following qualifications:

                  (i)      in the case of all collateral, we call to your
         attention that Article 9 of the UCC requires the filing of appropriate
         continuation statements within the period of six (6) months prior to
         the expiration of five (5) years from the date of the original filings
         (and each fifth year thereafter), in order to maintain the
         effectiveness of the filings referred to in this paragraph;

                  (ii)     in the case of property which becomes collateral
         after the date hereof, Section 552 of the Federal Bankruptcy Code
         limits the extent to which property acquired by a debtor after the
         commencement of a case under the Federal Bankruptcy Code may be subject
         to a security interest arising from a security agreement entered into
         by the debtor before the commencement of such case;

                  (iii)    under Section 9-403(1) of the UCC, a financing
         statement is "filed" if it is presented to the filing officer together
         with tender of the requisite filing fee and accepted by the filing
         officer, whether or not such financing statement is ever properly
         recorded or indexed of record;

                  ((iv)    the applicable provisions of Section 9-104 of the UCC
         provide that Article 9 of the UCC does not apply to collateral of the
         types described therein (including, without limitation, deposit
         accounts);



<PAGE>   162

NationsBank, N.A., as Administrative
Agent and Each of the Lenders
July 31, 1998
Page 23



                  (v)      acquiring and enforcing a perfected security interest
         in proceeds of any collateral may be limited under the circumstances
         described in Section 9-306 of the UCC;

                  (vi)     purchasers of certain collateral may take it free of
         a perfected security interest under circumstances described in Section
         9-307 and 9-308 of the UCC; and

                  (vii)    a perfected security interest in after-acquired
         collateral is subject to the rules contained in Section 9-312 of the
         UCC.

         We call your attention to the fact that the perfection of the security
interests granted by the Pledge Agreement will be terminated (a) as to
collateral consisting of accounts, chattel paper, mobile goods or general
intangibles (other than uncertificated securities) (as such terms are defined in
the UCC), to the extent such perfection is achieved by the filing of financing
statements, four (4) months after the chief executive office of the debtor
granting such security interests is no longer located in Mecklenburg County,
North Carolina, unless new appropriate financing statements are properly filed
before the expiration of such four (4) months, (b) as to any collateral
consisting of goods (as such term is defined in the UCC) which are subsequently
moved to a different jurisdiction, four (4) months after such removal unless
such security interest is perfected in such new jurisdiction within the
expiration of such four (4) month period, and (c) as to any collateral acquired
by such debtor more than four (4) months after such debtor changes its name,
identity or corporate structure so as to make the financing statements related
thereto seriously misleading, to the extent such perfection is achieved by the
filing of financing statements, unless new appropriate financing statements
indicating the new name, identity or corporate structure of such debtor are
properly filed before the expiration of such four (4) months. The applicable
provisions of Section 9-103 of the UCC provide that the laws (including the
conflict of laws rules) of the jurisdiction in which the chief executive office
of the debtor is located govern the perfection and the effect of perfection of a
security interest in accounts, chattel paper (where perfection is effected by
filing a financing statement under the UCC), general intangibles (other than
uncertificated securities) and mobile goods (as such terms are defined in the
UCC) of such debtor.

         We express no opinion as to the effect of Section 9-311 of the UCC on
any provisions of the Loan Documents that limits or prohibits a transfer of the
Borrower's rights in any collateral or makes such a transfer a default.



<PAGE>   163

NationsBank, N.A., as Administrative
Agent and Each of the Lenders
July 31, 1998
Page 24



         6.       Upon the filing of the Articles of Merger with the North
Carolina Secretary of State, the Merger will become effective in accordance with
the Merger Agreement and Sections 55-11-05 and 55-11-06 of the North Carolina
Business Corporation Act.

         We are licensed to practice law in the State of North Carolina and
express no opinion as to any other laws. To the extent that the Loan Documents
purports to be governed by the laws of any jurisdiction other than the laws of
the State of North Carolina, we have assumed that the laws of such other
jurisdiction are identical to the laws of the State of North Carolina.

         This opinion is rendered as of the date hereof and we assume no
responsibility to update this opinion letter for any change in applicable law
occurring after the date hereof.

         Our opinions contained herein are rendered solely in connection with
the transactions contemplated under the Loan Documents and may not be relied
upon in any manner by any Person other than the addressees hereof, any successor
or assignee of any addressee (including successive assignees) and any Person who
shall acquire a participation interest in the interest of any Lender
(collectively, the "Reliance Parties"), or by any Reliance Party for any other
purpose. Our opinions herein shall not be quoted or otherwise included,
summarized or referred to in any publication or document, in whole or in part,
for any purposes whatsoever, or furnished to any Person other than a Reliance
Party (or a Person considering whether to become a Reliance Party), except as
may be required of any Reliance Party by applicable law or regulation or in
accordance with any auditing or oversight function or request of regulatory
agencies to which a Reliance Party is subject.

                                             Very truly yours,

                                             MOORE & VAN ALLEN, PLLC


<PAGE>   164




                                    EXHIBIT A


AHH Management, Inc.

DTO Management, Inc.

HHBF, Inc.

Hospital Management IV, Inc.

MedCath Diagnostics, Inc.

MedCath Heart Network

MedCath Incorporated

MedCath of Arizona, Inc.

MedCath of Arkansas, Inc.

MedCath of Kingman, Inc.

MedCath of Massachusetts, Inc.

MedCath of New Jersey, Inc.

MedCath of Texas, Inc.

NM Hospital Management, Inc.

Southern Arizona Heart, Inc.



<PAGE>   165

                                                  EXHIBIT G-2 FORM OF OPINION OF
                                                      SIMPSON THACHER & BARTLETT

                           SIMPSON THACHER & BARTLETT
             A PARTNERSHIP WHICH INCLUDES PROFESSIONAL CORPORATIONS
                              425 LEXINGTON AVENUE
                            NEW YORK, N.Y. 10017-3954
                                 (212) 455-2000
                            FACSIMILE (211) 455-2502
                           TELEX: 129158 July 31, 1998

                                                                  E-MAIL ADDRESS

Nationsbank, N.A., as Administrative
         Agent under the Credit Agreement,
         as hereinafter defined (the "Agent")

Nationsbanc Montgomery Securities LLC, as Syndication Agent
         under the Credit Agreement, as hereinafter
         defined (the "Syndication Agent")

         and

The Lenders listed on Schedule I hereto
         which are parties of the Credit Agreement
         on the date hereof

         RE:      Credit Agreement, dated as of July 31, 1998 (the "Credit
                  Agreement") among MedCath Intermediate Holdings, Inc. (the
                  "Company"), the lending institutions identified in the Credit
                  Agreement (the "Lenders"), the Agent and the Syndication Agent

Ladies and Gentlemen:

                  We have represented the Company, the subsidiaries of the
Company listed on Schedule II hereto (the "Subsidiary Guarantors"), MedCath
Holdings, Inc. (the "Parent"; the Company, the Parent and the Subsidiary
Guarantors being referred to herein collectively as the "Credit Parties") in
connection with the preparation, execution and delivery of the following
documents:

                  A.       the Credit Agreement;

                  B.       the Guaranty (as defined in the Credit Agreement);
                           and

                  C.       the Pledge Agreement (as defined in the Credit
                           Agreement).

The documents described in the foregoing clauses (A) through (C) are
collectively referred to herein as the "Credit Documents." Other than as
described, we were not involved in the preparation of the Credit Documents.
Unless otherwise indicated, capitalized terms used but not defined herein shall
have the respective meanings set forth


<PAGE>   166

                                       2

                                                                   July 31, 1998

in the Credit Agreement. This opinion is furnished to you pursuant to Section
3.01 (h)(xi)(B) of the Credit Agreement.

                  In connection with this opinion, we have examined:

                  (A)      the Credit Agreement, signed by each Credit Party
                           party thereto and by the Agent and the Lenders; and

                  (B)      each other Credit Document, signed by each Credit
                           Party party thereto;

We have also examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other investigations as we have deemed relevant and necessary in
connection with the opinions expressed herein. As to questions of fact material
to this opinion, we have relied upon certificates of public officials and of
officers and representatives of the Credit Parties. In addition, we have
examined, and have relied as to matters of fact upon, the representations made
in the Credit Documents.

                  In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents.

                  Based upon and subject to the foregoing, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:

                  1.       Each of the Company and the Parent (a) has been duly
         incorporated and is validly existing and in good standing as a
         corporation under the laws of the jurisdiction of its incorporation,
         (b) has the corporate power and authority to execute and deliver each
         of the Credit Documents to which it is a party and to borrow, and
         perform its obligations thereunder and to grant the security interests
         to be granted by it pursuant to the Pledge Agreement and (c) has duly
         authorized, executed and delivered each Credit Document to which it is
         a party.

                  2.       The execution and delivery by each of the Company and
         the Parent of the Credit Documents to which it is a party, the
         Company's borrowings in accordance with the terms of the Credit
         Documents, and performance of its payment obligations thereunder and
         granting of the security interests to be granted by it pursuant to the
         Pledge Agreement (a) will not result in any violation of the
         Certificate of Incorporation or By-Laws of such Credit Party and (b)
         will not breach or result in a default under or result in the creation
         of any lien upon or


<PAGE>   167

                                       3

                                                                   July 31, 1998

         security interest in such Credit Party's properties pursuant to the
         terms of any material agreement or instrument to which such Credit
         Party is a party.

                  3.       The execution and delivery by each Credit Party of
         the Credit Documents to which it is a party, the Company's borrowings
         in accordance with the terms of the Credit Documents, and performance
         of its payment obligations thereunder, assuming that proceeds of
         borrowings will be used in accordance with the terms of the Credit
         Agreement, will not result in any violation of any Federal or New York
         statute or the Delaware General Corporation Law or any rule or
         regulation issued pursuant to any New York or Federal statute or the
         Delaware General Corporation Law or any order known to us issued by any
         court or governmental agency or body.

                  4.       To our knowledge, there is no action, suit or
         proceeding before or by any court, arbitrator or governmental agency,
         body or official, now pending, to which either of the Company or the
         Parent is a party or to which the business, assets or property of any
         Credit Party is subject and no such action, suit or proceeding is
         threatened to which any Credit Party or the business, assets or
         property of any Credit Party would be subject that in either case
         questions the validity or enforceability of the Credit Documents.

                  5.       No consent, approval, authorization, order, filing,
         registration or qualification of or with any Federal or New York
         governmental agency or body or any Delaware governmental agency or body
         acting pursuant to the Delaware General Corporation Law is required for
         the execution and delivery by any Credit Party of the Credit Documents
         to which it is a party, the borrowings by any Credit Party in
         accordance with the terms of the Credit Documents or the performance by
         the Credit Parties of their respective payment obligations under the
         Credit Documents.

                  6.       Assuming that each of the Credit Documents is a valid
         and legally binding obligation of each of the Lenders parties thereto
         and assuming that (a) execution, delivery and performance by each
         Credit Party other than the Company of the Credit Documents to which it
         is a party do not violate the laws of the jurisdiction in which it is
         organized or any other applicable laws (excepting the laws of the State
         of New York, the General Corporation Law of the State of Delaware and
         the Federal laws of the United States), (b) execution, delivery and
         performance by each Credit Party of the Credit Documents to which it is
         a party do not constitute a breach or violation of any agreement or
         instrument which is binding upon such Credit Party, and (c) no Credit
         Party is an "investment company" within the meaning of and subject to
         regulation under the Investment Company Act of 1940 (except that we do
         not make the assumption in the foregoing clause (b) with respect to the
         agreements and instruments that are the subject of


<PAGE>   168

                                       4

                                                                   July 31, 1998

         opinion paragraph 2 of this letter, nor do we make the assumption in
         the foregoing clause (c) with respect to the subject matter of opinion
         paragraph 8 below), each Credit Document constitutes the valid and
         legally binding obligation of each Credit Party which is a party
         thereto, enforceable against such Credit Party in accordance with its
         terms.

                  7.       The Pledge Agreement creates in favor of the Agent
         for the benefit of the Lenders a security interest under the New York
         UCC in the securities identified on Schedule I to the Pledge Agreement
         (the "Pledged Securities"). The Agent will have a perfected security
         interest in such Pledged Securities for the benefit of the Lenders
         under the New York UCC upon delivery to the Agent for the benefit of
         the Lenders in the State of New York of the certificates representing
         such Pledged Securities in registered form, indorsed in blank by an
         effective indorsement or accompanied by undated stock powers with
         respect thereto duly indorsed in blank by an effective indorsement.
         Assuming the Agent and each of the Lenders does not have notice of any
         adverse claim to such Pledged Securities, the Agent will acquire the
         security interest in such Pledged Securities for the benefit of the
         Lenders free of any adverse claim.

                  8.       Neither the Company nor the Parent is an "investment
         company" within the meaning of and subject to regulation under the
         Investment Company Act of 1940, as amended.

                  Our opinions in paragraphs 6 and 7 above are subject to (i)
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, (ii) general equitable principles (whether considered in a proceeding
in equity or at law) and (iii) an implied covenant of good faith and fair
dealing. Our opinions in paragraphs 6 and 7 above also are subject to the
qualification that certain provisions of the Pledge Agreement, in whole or in
part, may not be enforceable, although the inclusion of such provisions does not
render the Pledge Agreement invalid, and the Pledge Agreement and the laws of
the State of New York contain adequate remedial provisions for the practical
realization of the rights and benefits afforded thereby.

                  Our opinion in paragraph 7 is limited to Articles 8 and 9 of
the New York UCC, and therefore does not address (i) collateral of a type not
subject to Article 8 or 9, as the case may be, of the New York UCC, and (ii)
under New York UCC ss. 9-103 what law governs perfection of the security
interests granted in the collateral covered by this opinion letter.

                  We express no opinion with respect to:


<PAGE>   169

                                       5

                                                                   July 31, 1998

                  (A)      the effect of ss. 9-306(2) of the New York UCC with
         respect to any proceeds of Collateral (as such term is defined in the
         Pledge Agreement) that are not identifiable;

                  (B)      the effect of Section 552 of the Bankruptcy Code (11
         U.S.C. 552) (relating to property acquired by a pledgor after the
         commencement of a case under the United States Bankruptcy Code with
         respect to such pledgor) and Section 506(c) of the Bankruptcy Code (11
         U.S.C. 506(c) (relating to certain costs and expenses of a trustee in
         preserving or disposing of collateral);

                  (C)      the effect of any provision of the Credit Documents
         which is intended to establish any standard other than a standard set
         forth in the New York UCC as the measure of the performance by any
         party thereto of such party's obligations of good faith, diligence,
         reasonableness or care or of the fulfillment of the duties imposed on
         any secured party with respect to the maintenance, disposition or
         redemption of collateral, accounting for surplus proceeds of collateral
         or accepting collateral in discharge of liabilities;

                  (D)      the effect of any provision of the Credit Documents
         which is intended to permit modification thereof only by means of an
         agreement signed in writing by the parties thereto;

                  (E)      the effect of any provision of the Credit Documents
         insofar as it provides that any Person purchasing a participation from
         a Lender or other Person may exercise set-off or similar rights with
         respect to such participation or that any Lender or other Person may
         exercise set-off or similar rights other than in accordance with
         applicable law;

                  (F)      the effect of any provision of the Credit Documents
         imposing penalties or forfeitures;

                  (G)      the enforceability of any provision of any of the
         Credit Documents to the extent that such provision constitutes a waiver
         of illegality as a defense to performance of contract obligations; and

                  (H)      the effect of any provision of the Credit Documents
         relating to indemnification or exculpation in connection with
         violations of any securities laws or relating to indemnification,
         contribution or exculpation in connection with willful, reckless or
         criminal acts or gross negligence of the indemnified or exculpated
         Person or the Person receiving contribution.

                  We are licensed to practice law in the State of New York and
certain members are licensed to practice law in other states, but we do not
express any opinion


<PAGE>   170

                                       6

                                                                   July 31, 1998

herein concerning any law other than the law of the State of New York, the
Delaware General Corporation Law and the Federal laws of the United States of
America.

                  This opinion letter is rendered to you in connection with the
above Credit Documents. This opinion letter may not be relied upon by you for
any other purpose, or relied upon by, or furnished to, any other person, firm or
corporation without our prior written consent, except that our opinion may be
furnished (but not relied upon by such other person, firm or corporation)
without our prior written consent: (i) in connection with any proceedings
relating to the Credit Agreement or any other Loan Document (as defined therein)
or the enforcement thereof; (ii) to accountants and counsel for any Lender or
any agent on the basis that they make no further disclosure; (iii) to bank and
insurance company examiners; (iv) pursuant to judicial process or government
order or requirement; and (v) to prospective and actual assignees of, and
participants in the interests of, any Lender in the Loans and Commitments and
their respective accountants and counsel on the basis that they make no further
disclosure.

                                             Very truly yours,

                                             SIMPSON THACHER & BARTLETT


<PAGE>   171

                                       7

                                                                   July 31, 1998

                                                                      SCHEDULE I

                                   THE LENDERS

NationsBank, N.A.
Centura Bank
Bankers Trust Company
Creditanstalt Corporate Finance, Inc.
Rabobank Nederland
The Fuji Bank, Limited Atlanta Agency


<PAGE>   172

                                       8

                                                                   July 31, 1998

                                                                     SCHEDULE II

                                THE SUBSIDIARIES

AHH Management, Inc.
Arizona Cardiovascular Alliance, Inc.
DTO Management, Inc.
HHBF, Inc.
Hospital Management IV, Inc.
MedCath Diagnostics, Inc.
MedCath Finance Company
MedCath Heart Network, Inc.
MedCath Incorporated
MedCath Managed Care, Inc.
MedCath of Arizona, Inc.
MedCath of Arkansas, Inc.
MedCath of Kingman, Inc.
MedCath of Massachusetts, Inc.
MedCath of New Jersey, Inc.
MedCath of Texas, Inc.
MedCath Physician Management, Inc.
MedCath Physician Management of Virginia, Inc.
NM Hospital Management, Inc.
PhysMed Management Services, Inc.
Southern Arizona Heart, Inc.
Venture Holdings, Inc.
VHIT, Inc.

<PAGE>   173

<TABLE>
<S>                          <C>                         <C>
                                                                         EXHIBIT G-3 FORM OF OPINION OF
                                                                                  MARISCAL, WEEKS ET AL

Richard A. Friedlander        Gerald Gaffaney                                     LAW OFFICES
William Novotny               Michael S. Rubin
Gary L. Birnbaum              Robert A. Shull             MARISCAL, WEEKS, MCINTYRE & FRIEDLANDER, P.A.
Peter A. Winkler              Robert V. Kerrick
Michael R. Scheurich          Fred C. Fathe                             2901 NORTH CENTRAL AVENUE
Les Raatz                     Andrew L. Pringle                                     SUITE 200
Brian M. Mueller              Anne L. Tiffen
P. Bruce Converse             Terry L. Tedesco                              PHOENIX ARIZONA  85012-2705
James T. Braselton            Leonce A. Richard
Scott A Holcomb               David J. Quimette                                TELEPHONE (602) 285-5000
D. Samuel Coffman             Kenneth A. Hodson                                FACSIMILE (602) 285-5100
Michael D. Hool               Robert L. Schwartz
David I. Thompson             Steven D. Wolfson                                    WRITER'S DIRECT LINE
Scot L. Claus                 David Rodgers                                                    285-5032
Dana M. Levy                  Ethan E. Frey                                           OUR CLIENT NUMBER
Claudia D. Work               Cathy L. Knapp                                                     9540-2
</TABLE>

               Phillip Weeks
                  of Counsel
                                  July 31, 1998

NationsBank, N.A. as Administrative
  Agent and Collateral Agent and
  Each of the Lenders Party to the
  Loan Referenced Below
NationsBank Corporate Center
Charlotte, North Carolina 28255-0065

         RE:      $100,000,000.00 CREDIT AGREEMENT (HEREIN SO CALLED) AMONG
                  MEDCATH INTERMEDIATE HOLDINGS, INC. ("BORROWER"), THE INITIAL
                  LENDERS AND INITIAL ISSUING BANK NAMED THEREIN ("INITIAL
                  LENDERS AND INITIAL ISSUING BANK"), NATIONSBANK, N.A.
                  ("ADMINISTRATIVE AGENT AND COLLATERAL AGENT") AND NATIONSBANC
                  MONTGOMERY SECURITIES LLC ("ARRANGER AND SYNDICATION AGENT")

Ladies and Gentlemen:

         We are acting as special Arizona counsel to the entities listed on
Exhibit A (collectively, the "Guarantors"; each a "Guarantor") in connection
with the Credit Agreement of even date with this letter among you, the Initial
Lenders and Initial Issuing Bank, the Arranger and Syndication Agent and
Borrower and the Guarantors' Documents (as defined below).

                  This opinion is being delivered in accordance with the
conditions set forth in Section 3.01(h)(xi)(c) of the Credit Agreement. All
capitalized terms not otherwise defined in this letter shall have the meanings
ascribed to them in the Credit Agreement.

         As special Arizona counsel, we have reviewed telecopies of the
following documents, all dated July 31, 1998:

<PAGE>   174




                  1.       The Guaranty and executed by the Guarantors and the
                           other Initial Guarantors;

                  2.       the Pledge Agreement (herein so called) executed by
                           Guarantors; and

                  3.       the two (2) Financing Forms - UCC-I's, one (1)
                           executed by Medcath Finance Company and one (1)
                           executed by Medcath Physicians Management, Inc.
                           (collectively, the "Pledgor Financing Statements").

The documents described in items 1, 2 and 3 above shall sometimes be referred to
collectively as the "Guarantors' Documents."

                  In addition to the executed Guarantors' Documents, we have
reviewed telecopies of the following:

                  A.       Arizona Cardiovascular Alliance, Inc.:

                           1.       Certificate of Good Standing issued by the
                                    Arizona Corporation Commission ("ACC") and
                                    dated July 16, 1998;

                           2.       Articles of Incorporation, dated May 6, 1998
                                    and filed with the ACC on May 22, 1998;

                           3.       Amended and Restated Bylaws (undated); and

                           4.       Resolutions For Approval By Subsidiary
                                    Directors Acting By Written Consent.

                  B.       Medcath Finance Company:

                           1.       Certificate of Good Standing issued by the
                                    ACC and dated July 16, 1998;

                           2.       Articles of Incorporation, dated August 29,
                                    1997 and filed with the ACC on September 4,
                                    1997;

                           3.       Bylaws, dated effective as of September 4,
                                    1997; and

                           4.       Resolutions For Approval By Subsidiary
                                    Directors Acting By Written Consent.

                  C.       VHIT, Inc.:

                           1.       Certificate of Good Standing, issued by the
                                    ACC and dated July 16, 1998;

                           2.       Articles of Incorporation, dated August 29,
                                    1997 and filed with the ACC on September 4,
                                    1997;

                           3.       Bylaws, dated effective as of September 4,
                                    1997; and


                                       2
<PAGE>   175



                           4.       Resolutions For Approval By Subsidiary
                                    Directors Acting By Written Consent.

                  D.       Venture Holdings, Inc.:

                           1.       Certificate of Good Standing, issued by the
                                    ACC and dated July 16, 1998;

                           2.       Articles of Incorporation, dated and filed
                                    with the ACC on February 20, 1996;

                           3.       Bylaws, dated as of February 20, 1996; and

                           4.       Resolutions For Approval By Subsidiary
                                    Directors Acting By Written Consent.

                  E.       Medcath Physician Management, Inc.

                           1.       Certificate of Good Standing issued by the
                                    ACC and dated June 16, 1998;

                           2.       Amended and Restated Articles of
                                    Incorporation dated September 29, 1997 and
                                    filed with the ACC on September 30, 1997;

                           3.       Amended and Restated Bylaws (undated); and

                           4.       Resolutions for Approval by Subsidiary
                                    Directors Acting By Written Consent.

                  F.       PhysMed Management Services, Inc.

                           1.       Certificate of Good Standing issued by the
                                    ACC and dated June 16, 1998;

                           2.       Articles of Incorporation of Larry D.
                                    Schwartz, Ltd. dated May 11, 1992 and fled
                                    with the ACC on May 21, 1992;

                           3.       Amended Articles of Incorporation (changing
                                    name to PhysMed) dated and filed with the
                                    ACC on September 30, 1997;

                           4.       Bylaws (undated); and

                           5.       Resolutions For Approval By Subsidiary
                                    Directors Acting By Written Consent.

                  G.       The Credit Agreement.

The documents described in items A through F, inclusive, above shall sometimes
be referred to collectively as the "Constituent Documents." The documents
described in items A(4), B(4), C(4), D(4), E(4) and F(5) above shall sometimes
be referred to collectively as the "Resolutions". We have also conducted such
other inquiries and examinations as we deem necessary and appropriate for
rendering the opinions.

                  In rendering the opinions expressed below, we have assumed,
without investigation, the following:

                  a.       The genuineness of all signatures not witnessed, the
                           authenticity of all documents submitted as originals,
                           the conformity to authentic originals of


                                       3
<PAGE>   176

                           all documents submitted as certified copies,
                           telecopies or photocopies, and the accuracy of all
                           copies of public records received and reviewed;

                  b.       The legal capacity of all natural persons executing
                           the Guarantors' Documents;

                  c.       Each natural person executing the Resolution for a
                           Guarantor is a duly elected director of such
                           Guarantor, such directors constitute the quorom
                           necessary to authorize action by such Guarantor, and
                           the officers authorized by such Guarantors to act on
                           behalf of such Guarantor have been duly appointed;

                  d.       The Credit Agreement and the Loan Documents have been
                           duly authorized, executed and delivered by each party
                           thereto (other than Guarantors);

                  e.       The Credit Agreement and the Loan Documents are
                           legal, valid and binding obligations, enforceable in
                           accordance with their terms, of each party thereto;

                  f.       The parties to the Credit Agreement will receive no
                           interest, charges, fees, or other benefits or
                           compensation in the nature of interest in connection
                           with the transactions that are the subject of the
                           Credit Agreement (the "Transactions") other than
                           those which have been agreed to in writing to be paid
                           in the Credit Agreement;

                  g.       The Credit Agreement and the Loan Documents
                           accurately describe and contain the mutual
                           understanding of the parties to the Transactions and
                           there axe no oral or written statements or agreements
                           that modify, amend or vary, or purport to modify,
                           amend or vary, any of the terms of the Loan
                           Documents;

                  h.       The representations and warranties contained in the
                           Guarantors' Documents pertaining to factual matters
                           are true and correct as set forth in this letter;


                                       4
<PAGE>   177



                  i.       Any certificate, representation or document which we
                           have received from any governmental authority and
                           upon which we have relied and which was given or
                           dated earlier than the date of this letter continues
                           to remain accurate, insofar as relevant to the
                           opinions contained in this letter, from such earlier
                           date through and including the date of this letter;

                  j.       Each Guarantor owns all of the property, assets and
                           rights purported to be owned by it;

                  k.       The applicable Guarantors' Documents, immediately
                           after delivery, will be properly filed or recorded in
                           the appropriate governmental offices;

                  l.       The result of the application of New York law will
                           not be contrary to a fundamental policy of the law of
                           any other state with which the parties may have
                           contact in connection with the Transactions,
                           including Arizona;

                  m.       No fraud has occurred in connection with the
                           Transactions;

                  n.       Any statute enacted by the legislature, and any rule
                           or regulations issued by an official administrative
                           entity, that is applicable to the Transactions, is
                           constitutional, valid and enforceable;

                  o.       Each Guarantor has received sufficient consideration
                           to render the Guarantors' Documents to which it is a
                           party enforceable; and

                  p.      There is no financial relationship created as a result
                          of the Transaction between an entity providing
                          "designated health care services" (as such term is
                          defined in the so-called "Stark" laws and regulations)
                          and a physician (or an immediate family member of such
                          physician) who makes referrals to such entity.

                  In basing certain of the opinions expressed below on "our
knowledge," the words "our knowledge" signify that, in the course of our
representation of Guarantors as set forth above, and without our investigation
of any records or review of any documents except the Loan Documents, the
Constituent Documents and the Credit Agreement, no information has come to our
attention that has given us conscious awareness that any such opinions are not
accurate or that any of the documents, certificates and information on which we
have relied in expressing any such opinions are not true and complete in all
material respects. The phrase "our knowledge" is limited to the conscious
awareness of the lawyers within our firm who have worked on the Transactions and
does not include constructive knowledge or inquiry knowledge. In rendering


                                       5
<PAGE>   178



the opinions in this letter regarding litigation and similar proceedings, we
have not reviewed any court records or documentation.

         With respect to the assumptions set forth in this letter, we have not
discovered any condition or fact which would make such assumptions unwarranted.
Whenever we have stated in this letter that we have made any assumptions as to
factual matters, such assumption has been made without independent investigation
or verification.

                  The opinions set forth below are subject to the following
qualifications and limitations:

                  (i)      The enforceability of the Guarantors' Documents may
                           be subject to or limited by bankruptcy, insolvency,
                           reorganization, arrangement, moratorium or other
                           similar laws relating to or affecting the rights of
                           creditors generally;

                  (ii)     The enforceability of the Guarantors' Documents is
                           subject to general principles of equity; and

                  (iii)    The enforceability of the Guarantors' Documents is
                           further subject to the qualification that certain
                           waivers, procedures, remedies, choice of law, consent
                           to jurisdiction and other provisions of the
                           Guarantors' Documents may be unenforceable under or
                           limited by the law of the State of Arizona.

                  Based upon, and subject to, the assumptions and the
qualifications set forth in this letter, we are of the opinion that, as of the
date of this letter:

                  (1)      Each Guarantor is a corporation validly existing
                           under the laws of the State of Arizona and each
                           Guarantor has the requisite corporate power to: (i)
                           own its assets; (ii) to carry out its business as
                           such business is currently being conducted; and (iii)
                           to execute and deliver, and to perform its
                           obligations under, the Guarantors' Documents to which
                           it is a party.

                  (2)      The execution and delivery by each Guarantor of the
                           Guarantors' Documents to which it is a party have
                           been duly authorized by all requisite corporate
                           action on the part of such Guarantor and such Loan
                           Documents have been duly executed by such Guarantor.

                  (3)      Neither the execution or delivery of any Guarantor
                           of, nor performance by any Guarantor of its
                           obligations under, the Guarantors' Documents to which
                           it is a party: (a) does or will conflict with,
                           violate or constitute a


                                       6
<PAGE>   179


                           breach of: (i) based solely on the Constituent
                           Documents, the articles of incorporation or bylaws of
                           such Guarantor; (ii) any Applicable Law (as defined
                           below) affecting such Guarantor; (iii) based solely
                           upon our knowledge, any agreement to which such
                           Guarantor is now a party or by which such Guarantor
                           or its property is bound; or (iv) based solely upon
                           our knowledge, any judgment, writ, determination,
                           order, decree or arbitral award to which such
                           Guarantor is a party or by which such Guarantor is
                           bound; (b) requires the prior consent of, notice to,
                           license from or filing with any federal, state or
                           local governmental authority which has not been duly
                           obtained or made on or prior to the date of this
                           letter; (c) based solely upon our knowledge, requires
                           the prior consent of, notice to, license from or
                           filing with any third party which has not been duly
                           obtained or made on or prior to the date of this
                           letter; or (d) based solely upon our knowledge, does
                           or will result in the creation or imposition of any
                           Lien upon or with respect to any of the properties of
                           any Guarantor, except for the Liens created pursuant
                           to the Guarantors' Documents.

                  (4)      Based solely upon our knowledge, there is no material
                           pending or overtly threatened action, suit,
                           investigation or proceeding before or by any court or
                           governmental department, commission, board, bureau,
                           instrumentality, agency or arbitral authority which
                           calls into question the validity or enforceability of
                           the Guarantors' Documents.

                  (5)      The Pledgor Financing Statements are in proper form
                           to perfect the Security Interests (as defined below)
                           covered thereby, but only to the extent that
                           perfection of a security interest in such Collateral
                           (as defined in the Pledge Agreement) is required to
                           or may be effected by filing in Arizona financing
                           statements under the Uniform Commercial Code as in
                           effect in Arizona on the date of this letter (the
                           "UCC"). The opinion in the immediately preceding
                           opinion is based on the following assumptions: (i)
                           attachment of the security interests created in the
                           Collateral by the Pledge Agreement under New York law
                           (the "Security Interests"); (ii) filing and recording
                           in the appropriate governmental offices necessary in
                           order to perfect a security interest in such
                           Collateral; and (iii) the chief executive office
                           (within the meaning of Section 47-9103(C) of the UCC)
                           of each of the Guarantors is in Maricopa County,
                           Arizona. We offer no opinion as to whether, under the
                           circumstances, the filing of the Pledgor Financing
                           Statements is legally sufficient to perfect a
                           security interest in each item of Collateral. We call
                           to your attention that perfection or nonperfection of
                           the Security Interests may be subject to the
                           following qualifications:

                  (a)      in the case of all collateral, Article 9 of the UCC
                           requires the filing of appropriate continuation
                           statements within the period of six (6) months prior
                           to the expiration of six (6) years from the date of
                           the original filings


                                       7
<PAGE>   180

                           (and each sixth year thereafter), in order to
                           maintain the effectiveness of the filings referred to
                           in this paragraph;

                  (b)      in the case of property which becomes collateral
                           after the date of filing, Section 552 of the Federal
                           Bankruptcy Code limits the extent to which property
                           acquired by a debtor after the commencement of a case
                           under the Federal Bankruptcy Code may be subject to a
                           security interest arising from a security agreement
                           entered into by the debtor before the commencement of
                           such case;

                  (c)      under Section 47-9403(A) of the UCC, a financing
                           statement is "filed" if it is presented to the filing
                           officer together with tender of the requisite filing
                           fee or accepted by the filing officer, whether or not
                           such financing statement is ever properly recorded or
                           indexed of record;

                  (d)      the applicable provisions of Section 47-9104 of the
                           UCC provide that Article 9 of the UCC does not apply
                           to collateral of the types described in such Section
                           (including, without limitation, deposit accounts);

                  (e)      acquiring and enforcing a perfected security interest
                           in proceeds of any collateral may be limited under
                           the circumstances described in Section 47-9306 of the
                           UCC;

                  (f)      purchasers of certain collateral may take it free of
                           a perfected security interest under circumstances
                           described in Sections 47-9307 and 47-9308 of the UCC;

                  (g)      a perfected security interest in after-acquired
                           collateral is subject to the rules contained in
                           Section 9-312 of the UCC;

                  (h)      the perfection of the security interests granted by
                           the Pledge Agreement will be terminated: (i) as to
                           collateral consisting of accounts, chattel paper,
                           mobile goods or general intangibles (other than
                           uncertificated securities) (as such terms are defined
                           in the


                                       8
<PAGE>   181



                           UCC), to the extent such perfection is achieved by
                           the filing of financing statements, four (4) months
                           after the chief executive office of the debtor
                           granting such security interests is no longer located
                           in Maricopa County, Arizona, unless new appropriate
                           financing statements are properly filed before the
                           expiration of such four (4) months; (ii) as to any
                           collateral consisting of goods (as such term is
                           defined in the UCC) which are subsequently moved to a
                           differ jurisdiction, four (4) months after such
                           removal unless such security interest is perfected in
                           such new jurisdiction within such four (4) month
                           period; and (iii) as to any collateral acquired by
                           such debtor more than four (4) months after such
                           debtor changes its name, identity or corporate
                           structure so as to make the financing statements
                           related thereto seriously misleading, to the extent
                           such perfection is achieved by the filing of
                           financing statements, unless new appropriate
                           financing statements indicating the new name,
                           identity or corporate structure of such debtor are
                           properly filed before the expiration of such four (4)
                           months. The applicable provisions of Section 47-9103
                           of the UCC provide that the laws (including the
                           conflict of laws rules) of the jurisdiction in which
                           the chief executive office of the debtor is located
                           govern the perfection and the effect of perfection of
                           a security interest in accounts, chattel paper (where
                           perfection is effected by filing a financing
                           statement under the UCC), general intangibles (other
                           than uncertificated securities) and mobile goods (as
                           such terms are defined in the UCC) of such debtor. We
                           express no opinion as to the effect of Section
                           47-9311 of the UCC on any provisions of the
                           Guarantors' Documents that limits or prohibits a
                           transfer of the Borrower's rights in any collateral
                           or makes such a transfer a default and our opinion is
                           limited to collateral in which a security interest
                           may be granted pursuant to Article 9 of the UCC.

                  We are qualified to practice law in the State of Arizona, and
we do not purport to be experts on, or to express any opinion concerning, any
law other than the law of the State of Arizona and applicable federal law
("Applicable Law"). To the extent that the Guarantors' Documents purport to be
governed by the Laws of any jurisdiction other than the State of Arizona, we
have assumed that the laws of such other jurisdiction are identical to the laws
of the State of Arizona. Our engagement did not extend to, and we render no
opinion about, any federal or state tax, securities, environmental, public
health or labor laws or rules, zoning matters


                                       9
<PAGE>   182



or applicable building codes or ordinances or the effects of any such matters,
if any, on the opinions expressed in this letter.

                  The opinions expressed in this letter are based upon the law
in effect on the date of this letter, and we assume no obligation to revise or
supplement this opinion should such law be changed by legislative action,
judicial decision or otherwise. Furthermore, each opinion expressed in this
letter deals with the specific legal issues it explicitly addresses.
Accordingly, each expressed opinion concerning a particular legal issue does not
address any other matters and does not include any implied opinion.

         This opinion incorporates by reference, and is to be interpreted in
accordance with, the Report of the State Bar of Arizona Corporate, Banking and
Business Law, Section Subcommittee on Rendering Legal Opinions, dated February
1, 1989.

                  This opinion is furnished to Lender solely for the benefit of
the addressees of this letter, any successor and assignee of any addressee,
including successive assignees, and any person who shall acquire a participation
interest in any Lender (collectively, the "Reliance Parties"), and only with
respect to the Transactions. Accordingly, it may not be relied upon by any other
person or entity without, in each instance, our prior written consent. Without
limiting the generality of the foregoing, the opinion shall not be quoted or
otherwise included, summarized or referred to in any publication or documents,
in whole or in part, for any purposes whatsoever, or furnished to any Person
other than a Reliance Party (or a Person considering whether to become a
Reliance Party), except as may be required of any Reliance Party by applicable
law or regulation or in accordance with any auditing or oversight function or
request of regulatory agencies to which a Reliance Party is subject.

                                       Very truly yours,


                                       MARISCAL, WEEKS, MCINTYRE &
                                         FRIEDLANDER, P.A.


                                       10
<PAGE>   183



                                  EXHIBIT A TO
                                 OPINION LETTER

1.       Arizona Cardiovascular Alliance, Inc.

2.       Medcath Finance Company

3.       VHIT, Inc.

4.       Venture Holdings, Inc.

5.       Medcath Physician Management, Inc.

6.       PhysMed Management Services, Inc.


                                       11
<PAGE>   184




                                                                       EXHIBIT H

                          FORM OF SOLVENCY CERTIFICATE

         [Name of Loan Party], a [State of Incorporation] corporation (the
"[Company] [Borrower]"), hereby certifies that the person executing this
Solvency Certificate, [Officer's Name] is a [Title] of the [Company][Borrower]
and that such officer is duly authorized to execute this Solvency Certificate,
which is hereby delivered on behalf of the [Company] [Borrower] pursuant to
Section 3.01(h)(x) of the Credit Agreement dated as of July 31, 1998 (said
Agreement, as it may hereafter be amended, supplemented or otherwise modified
from time to time, being the "Credit Agreement"; the terms defined therein and
not otherwise defined herein being used herein as therein defined), among
[MedCath Intermediate Holdings, Inc., a Delaware corporation (the
"Borrower")][the Borrower], the Lender Parties thereto, NationsBank, N.A., as
Administrative Agent and NationsBanc Montgomery Securities LLC, as arranger and
syndication agent for the Lender Parties.

         The [Company][Borrower] further certifies that such officer is
generally familiar with the properties, businesses and assets of the
[Company][Borrower] and its Subsidiaries and has carefully reviewed the Loan
Documents, the Related Documents and the contents of this Solvency Certificate
and in connection herewith, has reviewed such other documentation and
information and has made such investigation and inquiries as the
[Company][Borrower] and such officer deem necessary and prudent therefor. The
[Company] [Borrower] further certifies that the financial information and
assumptions that underlie and form the basis for the representations made in
this Solvency Certificate were reasonable when made and were made in good faith
and continue to be reasonable as of the date hereof.

         [On the date hereof, the Borrower intends to borrow up to $100,000,000
under the Credit Agreement. The Lender Parties have agreed to lend from time to
time to the Borrower and issue Letters of Credit for the account of the Borrower
on the terms and conditions set forth in the Credit Agreement to provide working
capital for the Borrower and its Subsidiaries.]

         To secure, among other things, the payment of the Obligations of the
Borrower under the Loan Documents, the [Company][Borrower] is [guaranteeing the
obligations of the Borrower under the Loan Documents] [and pledging the capital
stock of [the Borrower][certain of its Subsidiaries] pursuant to the Collateral
Documents].



<PAGE>   185



         The [Company][Borrower] understands that the Administrative Agent, the
Lender Parties and the Issuing Bank are relying on the truth and accuracy of
this Solvency Certificate in connection with the transactions contemplated the
Loan Documents.

         The [Company] [Borrower] hereby further certifies that:

         1.       The [Company][Borrower] has reviewed MedCath Incorporated's
("MedCath") projected balance sheet and the related income statement and
statement of cash flows and MedCath's projected Consolidated balance sheet and
MedCath's and its Subsidiaries' related income statement and statement of cash
flows in each case prepared by its management, including projected Consolidated
financial statements and forecasts relating to income statements of MedCath on
an annual basis for the fiscal years of MedCath ending on or about September 30,
1998 through [September 30, 2005] (collectively, the "Projected Financial
Statements"), which were prepared on the basis of the estimates and assumptions
stated therein, a copy of which Projected Financial Statements] were prepared in
good faith and represent the Borrower's reasonable estimate of its future
financial performance and are reasonable in light of the business conditions
existing on the date hereof. On the date hereof, after giving effect to the
consummation of the Merger and the other transactions contemplated by the Credit
Agreement, the other Loan Documents and the Related Documents, the fair value of
the property of the [Company][Borrower] is greater than the total amount of
liabilities (including contingent, subordinated, absolute, fixed, matured or
unmatured and liquidated or unliquidated liabilities) of the
[Company][Borrower].

         2.       On the date hereof, after giving effect to the consummation of
the Merger and the other transactions contemplated by the Credit Agreement, the
other Loan Documents and the Related Documents, the present fair saleable value
of the assets of the [Company] [Borrower] exceeds the amount that will be
required to pay the probable liabilities of the [Company][Borrower] on its debts
as they become absolute and matured.

         3.       On the date hereof, after giving effect to the consummation of
the Merger and the other transactions contemplated by the Credit Agreement, the
other Loan Documents and the Related Documents, the [Company][Borrower] is not
engaged in business or in a transaction, and is not about to engage in business
or in a transaction, for which its property would constitute unreasonably small
capital giving due consideration to the prevailing practice in the industry in
which it is engaged).

         4.       The [Company][Borrower] does not intend or believe that it
will incur debts and liabilities that will be beyond its ability to pay as such
debts or liabilities mature.


                                       2
<PAGE>   186



         5.       The [Company][Borrower] does not intend, in consummating the
transactions contemplated by the Credit Agreement, the other Loan Documents and
the Related Documents, to hinder, delay or defraud either present or future
creditors or any other Person to which the [Company][Borrower] is or will become
on or after the date hereof, indebted.

         6.       In reaching the conclusions set forth in this Solvency
Certificate, the [Company] [Borrower] has considered, among other things:

                  (a)      the cash and other current assets of MedCath
         reflected in the March 31, 1998 unaudited Consolidated balance sheet of
         Medcath and its Consolidated Subsidiaries;

                  (b)      all contingent liabilities of the
         [Company][Borrower], including without limitation, any claims arising
         out of, pending or, to the best knowledge of the undersigned,
         threatened litigation against the [Company][Borrower], and in so doing,
         the [Company][Borrower] has computed the amount of each such contingent
         liability as the amount that, in light of all the facts and
         circumstances existing on the date hereof, represents the amount that
         can reasonably be expected to become an actual or matured liability;

                  (c)      all obligations and liabilities of the
         [Company][Borrower], whether matured or unmatured, liquidated or
         unliquidated, disputed or undisputed, secured or unsecured,
         subordinated, absolute, fixed or contingent, including, among other
         things, claims arising out of, pending, or to the best knowledge of the
         undersigned, threatened litigation against the [Company][Borrower];

                  [(d)     historical and anticipated growth in the sales volume
         of [the Company] [MedCath] and in the income stream generated by [the
         Company][MedCath] as reflected in, among other things, the cash flow
         statement delivered to as part of the Projected Financial Statements;]

                  (e)      the customary terms of the trade payables of [the
         Company] [MedCath];

                  (f)      the amount of the credit extended by and to customers
         of [the Company] [MedCath];

                  (g)      the level of capital customarily maintained by [the
         Company][MedCath] and other entities engaged in the same or similar
         business as the business of [the Company][MedCath]; and


                                       3
<PAGE>   187



                  (h)      the Projected Financial Statements.

         Delivery of an executed counterpart of a signature page to this
Solvency Certificate by telecopier shall be effective as delivery of a manually
executed counterpart of this Solvency Certificate.

         IN WITNESS WHEREOF, the chief financial officer has executed this
Solvency Certificate in his corporate capacity and on behalf of the
[Company][MedCath] this 31st day of July, 1998.

                                    [NAME OF LOAN PARTY]


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


                                       4

<PAGE>   188

Loan Documents (including, without limitation, (A) all due diligence, collateral
review, syndication, transportation, computer, duplication, appraisal, audit,
insurance, consultant, search, filing and recording fees and expenses and (B)
the reasonable fees and expenses of counsel for the Administrative Agent with
respect thereto, with respect to advising the Administrative Agent as to its
rights and responsibilities, or the perfection, protection or preservation of
rights or interests, under the Loan Documents, with respect to negotiations with
any Loan Party or with other creditors of any Loan Party or any of its
Subsidiaries arising out of any Default or any events or circumstances that may
give rise to a Default and with respect to presenting claims in or otherwise
participating in or monitoring any bankruptcy, insolvency or other similar
proceeding involving creditors' rights generally and any proceeding ancillary
thereto) and (ii) all costs and expenses of the Administrative Agent and the
Lender Parties in connection with the enforcement of the Loan Documents, whether
in any action, suit or litigation, any bankruptcy, insolvency or other similar
proceeding affecting creditors' rights generally (including, without limitation,
the reasonable fees and expenses of counsel for the Administrative Agent and
each Lender Party with respect thereto).

                  (b) The Borrower agrees to indemnify and hold harmless
the Administrative Agent, each Lender Party and each of their Affiliates and
their officers, directors, employees, agents and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of
(including, without limitation, in connection with any investigation, litigation
or proceeding or preparation of a defense in connection therewith) (i) the
Facilities, the actual or proposed use of the proceeds of the Advances or the
Letters of Credit, the Loan Documents or any of the transactions contemplated
thereby, or (ii) the actual or alleged presence of Hazardous Materials on any
property of any Loan Party or any of its Subsidiaries or any Environmental
Action relating in any way to any Loan Party or any of its Subsidiaries, except
to the extent, in each case, such claim, damage, loss, liability or expense (i)
results from such Indemnified Party's gross negligence or willful misconduct or
(ii) arises from disputes among the Agents and/or the Lender Parties. In the
case of an investigation, litigation or other proceeding to which the indemnity
in this Section 8.04(b) applies, such indemnity shall be effective whether or
not such investigation, litigation or proceeding is brought by any Loan Party,
its directors, shareholders or creditors or an Indemnified Party or any
Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated. It is understood that this
subsection (b) does not preclude the Borrower from making any claim for breach
of this Agreement against any Lender.

                  (c) If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender Party other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.09, acceleration of
the maturity of the Working Capital Notes pursuant to Section 6.01 or for any
other reason, the Borrower shall, upon demand by such Lender Party


                                       87
<PAGE>   189

(with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender Party any amounts required
to compensate such Lender Party for any additional losses, costs or expenses
that it may reasonably incur as a result of such payment, including, without
limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender Party to fund or
maintain such Advance.

                  (d) If any Loan Party fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document, including,
without limitation, fees and expenses of counsel and indemnities, such amount
may be paid on behalf of such Loan Party by the Administrative Agent or any
Lender Party, in its sole discretion.

                  (e) Without prejudice to the survival of any other
agreement of any Loan Party hereunder or under any other Loan Document, the
agreements and obligations of the Borrower contained in Sections 2.10 and 2.12
and this Section 8.04 shall survive the payment in full of principal, interest
and all other amounts payable hereunder and under any of the other Loan
Documents.

                  SECTION 8.05. Right of Set-off. Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Working Capital Notes due and payable
pursuant to the provisions of Section 6.01, each Lender Party and each of its
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender Party or such
Affiliate to or for the credit or the account of the Borrower against any and
all of the Obligations of the Borrower now or hereafter existing under this
Agreement and the Working Capital Note or Working Capital Notes (if any) held by
such Lender Party, irrespective of whether such Lender Party shall have made any
demand under this Agreement or such Working Capital Note or Working Capital
Notes and although such obligations may be unmatured. Each Lender Party agrees
promptly to notify the Borrower after any such set-off and application;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Lender Party and
its respective Affiliates under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) that such
Lender Party and its respective Affiliates may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have been notified
by each Initial Lender and the Initial Issuing Bank that such Initial Lender and
the Initial Issuing Bank has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrower, the Administrative Agent and each
Lender Party and their respective successors and assigns, except that the
Borrower shall not have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lender Parties.



                                       88
<PAGE>   190

                  SECTION 8.07. Assignments and Participations. (a) Each Lender
may, with the consent of the Administrative Agent, and, so long as no Event of
Default has occurred and is continuing, with the consent of the Borrower (in
each case, such consent not to be unreasonably withheld), assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment or
Commitments, the Advances owing to it and the Working Capital Note or Working
Capital Notes held by it); provided, however, that no consent by the Borrower or
the Administrative Agent shall be required for an assignment to any Person who
is an Affiliate of such Lender; provided further that (i) each such assignment
shall be of a uniform, and not a varying, percentage of all rights and
obligations under and in respect of the Facilities, (ii) except in the case of
an assignment to a Person that, immediately prior to such assignment, was a
Lender or an assignment of all of a Lender's rights and obligations under this
Agreement, the amount of the Commitment of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$5,000,000 (or integral multiples of $1,000,000 in excess thereof), (iii) each
such assignment shall be to an Eligible Assignee, and (vi) the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Working Capital Note or Working Capital Notes subject to such
assignment and, other than in the case of an assignment to an Affiliate of such
Lender, a processing and recordation fee of $3,500.

                  (b) Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in such Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
or Issuing Bank, as the case may be, hereunder and (y) the Lender or Issuing
Bank assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's or Issuing Bank's rights and obligations under
this Agreement, such Lender or Issuing Bank shall cease to be a party hereto).

                  (c) By executing and delivering an Assignment and
Acceptance, the Lender Party assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties hereto as follows:
(i) other than as provided in such Assignment and Acceptance, such assigning
Lender Party makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with this Agreement or any other Loan Document or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, this Agreement or any other Loan
Document or any other instrument or document furnished


                                       89
<PAGE>   191

pursuant hereto or thereto; (ii) such assigning Lender Party makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or any other Loan Party or the performance
or observance by any Loan Party of any of its obligations under any Loan
Document or any other instrument or document furnished pursuant thereto; (iii)
such assignee confirms that it has received a copy of this Agreement, together
with copies of the financial statements referred to in Section 4.01 and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance; (iv)
such assignee will, independently and without reliance upon the Administrative
Agent, such assigning Lender Party or any other Lender Party and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such
assignee appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the Loan
Documents as are delegated to the Administrative Agent by the terms hereof,
together with such powers and discretion as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement are required
to be performed by it as a Lender or Issuing Bank, as the case may be.

                  (d) The Administrative Agent, acting for this purpose
(but only for this purpose) as the agent of the Borrower, shall maintain at its
address referred to in Section 8.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lender Parties and the Commitment under each Facility of,
and principal amount of the Advances owing under each Facility to, each Lender
Party from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Lender Parties shall treat each
Person whose name is recorded in the Register as a Lender Party hereunder for
all purposes of this Agreement. The Register shall be available for inspection
by the Borrower or any Lender Party at any reasonable time and from time to time
upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender Party and an assignee, together with any Working
Capital Note or Working Capital Notes subject to such assignment, the
Administrative Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of Exhibit C hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower. In the case of any
assignment by a Lender, within five Business Days after its receipt of such
notice, the Borrower, at its own expense, shall execute and deliver to the
Administrative Agent in exchange for the surrendered Working Capital Note or
Working Capital Notes a new Working Capital Note to the order of such Eligible
Assignee in an amount equal to the Commitment assumed by it under a Facility
pursuant to such Assignment and Acceptance and, if the assigning Lender has
retained a Commitment hereunder under such Facility, a new Working Capital Note
to the


                                       90
<PAGE>   192

order of the assigning Lender in an amount equal to the Commitment retained by
it hereunder. Such new Working Capital Note or Working Capital Notes shall be in
an aggregate principal amount equal to the aggregate principal amount of such
surrendered Working Capital Note or Working Capital Notes, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A.

                  (f) The Issuing Bank may, with the consent of the
Administrative Agent, and, so long as no Event of Default shall have occurred
and be continuing, with the consent of the Borrower (such consent not to be
unreasonably withheld), assign to an Eligible Assignee all of its rights and
obligations under the undrawn portion of its Letter of Credit Commitment at any
time; provided, however, that (i) each such assignment shall be to an Eligible
Assignee and (ii) the parties to each such assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording in the Register,
an Assignment and Acceptance, together with a processing and recordation fee of
$3,500.

                  (g) Each Lender Party may sell participations to one or
more Persons (other than any Loan Party or any of its Affiliates) in or to all
or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitments, the Advances owing to
it and the Working Capital Note or Working Capital Notes (if any) held by it);
provided, however, that (i) such Lender Party's rights and obligations under
this Agreement (including, without limitation, its Commitments) shall remain
unchanged, (ii) such Lender Party shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) such Lender Party
shall remain the holder of any such Working Capital Note for all purposes of
this Agreement, (iv) the Borrower, the Administrative Agent and the other Lender
Parties shall continue to deal solely and directly with such Lender Party in
connection with such Lender Party's rights and obligations under this Agreement,
(v) no participant under any such participation shall have any right to approve
any amendment or waiver of any provision of any Loan Document, or any consent to
any departure by any Loan Party therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or interest (other
than increased interest following Default pursuant to Section 2.07(b) on, the
Working Capital Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, postpone any Termination Date,
or date fixed for payment of interest on, the Working Capital Notes or any fees
or other amounts payable hereunder, in each case to the extent subject to such
participation, or release all or substantially all of the Collateral, and (vi)
the Borrower shall not be subject to any increased liability to any Lender Party
pursuant to this Agreement by virtue of such participation.

                  (h) Any Lender Party may, in connection with any
assignment or participation or proposed assignment or participation pursuant to
this Section 8.07, disclose to the assignee or participant or proposed assignee
or participant, any information relating to the Borrower furnished to such
Lender Party by or on behalf of the Borrower; provided, however, that, prior to
any such disclosure, the assignee or participant or proposed assignee or


                                       91
<PAGE>   193

participant shall agree to preserve the confidentiality of any Confidential
Information received by it from such Lender Party.

                  (i) Notwithstanding any other provision set forth in this
Agreement, any Lender Party may at any time create a security interest in all or
any portion of its rights under this Agreement (including, without limitation,
the Advances owing to it and the Working Capital Note or Working Capital Notes
held by it) in favor of any Federal Reserve Bank in accordance with Regulation A
of the Board of Governors of the Federal Reserve System.

                  SECTION 8.08. Replacements of Lenders Under Certain
Circumstances. The Borrower shall be permitted to replace any Lender that (a)
requests reimbursement for amounts owing pursuant to Section 2.10 or 2.12, (b)
is affected in the manner described in Section 2.10(d) and as a result thereof
any of the actions described in such Section is required to be taken or (c)
becomes a Defaulting Lender, with a replacement bank or other financial
institution, provided that (i) such replacement does not conflict with any
Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) the Borrower shall repay (or
the replacement bank or institution shall purchase, at par) all Advances and
other amounts (other than any disputed amounts), pursuant to Section 2.10 or
2.12, as the case may be) owing to such replaced Lender prior to the date of
replacement, (iv) the replacement bank or institution, if not already a Lender,
and the terms and conditions of such replacement, shall be reasonably
satisfactory to the Administrative Agent, (v) the replaced Lender shall be
obligated to make such replacement in accordance with the provisions of Section
8.07 (provided that the Borrower shall be obligated to pay the registration and
processing fee referred to therein) and (vi) any such replacement shall not be
deemed to be a waiver of any rights that the Borrower, the Administrative Agent
or any other Lender Party shall have against the replaced Lender.

                  SECTION 8.09. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.10. No Liability of the Issuing Bank. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
the Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference


                                       92
<PAGE>   194

or adequate reference to the Letter of Credit; or (d) any other circumstances
whatsoever in making or failing to make payment under any Letter of Credit,
except that the Borrower shall have a claim against the Issuing Bank, and the
Issuing Bank shall be liable to the Borrower, to the extent of any direct, but
not consequential, damages suffered by the Borrower that the Borrower proves
were caused by (i) the Issuing Bank's willful misconduct or gross negligence in
determining whether documents presented under any Letter of Credit comply with
the terms of the Letter of Credit or (ii) the Issuing Bank's willful failure to
make lawful payment under a Letter of Credit after the presentation to it of a
draft and certificates strictly complying with the terms and conditions of the
Letter of Credit. In furtherance and not in limitation of the foregoing, the
Issuing Bank may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary.

                  SECTION 8.11. Confidentiality. The Administrative Agent and
each Lender shall hold all non-public information furnished by or on behalf of
the Borrower in connection with such Lender's evaluation of whether to become a
Lender hereunder or obtained by such Lender or the Administrative Agent pursuant
to the requirements of this Agreement ("Confidential Information"), in
accordance with its customary procedure for handling confidential information of
this nature and (in the case of a Lender that is a bank) in accordance with safe
and sound banking practices. Neither the Administrative Agent nor any Lender
Party shall disclose any Confidential Information to any Person without the
consent of the Borrower, other than (a) to the Administrative Agent's or such
Lender Party's Affiliates and their officers, directors, employees, agents and
advisors and to actual or prospective Eligible Assignees and participants, and
then only on a confidential basis, (b) as required by any law, rule or
regulation or judicial process and (c) as requested or required by any state,
federal or foreign authority or examiner regulating such Lender Party or the
Administrative Agent.

                  SECTION 8.12. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any of the other Loan Documents to which it is a
party, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
New York State court or, to the extent permitted by law, in such federal court.
The Borrower irrevocably consents to the service of any and all process in any
such action or proceeding by the mailing of copies of such process by registered
or certified mail (or any substantially similar form of mail), postage prepaid,
to the Borrower at its address specified in Section 8.02 and agrees that nothing
herein shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other jurisdiction. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions


                                       93
<PAGE>   195

by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement or any of the other Loan
Documents in the courts of any jurisdiction.

                  (b) Each of the parties hereto irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any of the other Loan Documents to which it is a party in any New York State or
federal court. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

                  SECTION 8.13. Governing Law. This Agreement and the Working
Capital Notes shall be governed by, and construed in accordance with, the laws
of the State of New York, United States.


                                       94
<PAGE>   196

                  SECTION 8.14. Waiver of Jury Trial. Each of the Borrower, the
Administrative Agent and the Lender Parties irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to any of the Loan
Documents, the Advances or the actions of the Administrative Agent or any Lender
Party in the negotiation, administration, performance or enforcement thereof.

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

                                         MEDCATH INTERMEDIATE HOLDINGS, INC.


                                         By  /s/ Richard J. Post
                                            -----------------------------------
                                             Name: Richard J. Post
                                             Title: Chief Financial Officer

                                         NATIONSBANK, N.A., as Administrative
                                         Agent and as Collateral Agent


                                         By  /s/ Charles R. Dickerson
                                            -----------------------------------
                                             Name: Charles R. Dickerson
                                             Title: Senior Vice President

                                         NATIONSBANC MONTGOMERY
                                             SECURITIES LLC, as Arranger and
                                             Syndication Agent


                                         By   /s/ Bradford D. Jones
                                            -----------------------------------
                                             Name: Bradford D. Jones
                                             Title: Sr. Managing Director


                                       95
<PAGE>   197


                                         INITIAL LENDERS

                                         NATIONSBANK, N.A.


                                         By   /s/ Charles R. Dickerson
                                            -----------------------------------
                                             Name: Charles R. Dickerson
                                             Title: Senior Vice President


                                         CENTURABANK


                                         By   /s/ Gregory S. Greer
                                            -----------------------------------
                                             Name: Gregory S. Greer
                                             Title: Corporate Banking Officer


                                         BANKERS TRUST COMPANY


                                         By   /s/ Mary Jo Jolly
                                            -----------------------------------
                                             Name: Mary Jo Jolly
                                             Title: Assistant Vice President

                                         CREDITANSTALT CORPORATE FINANCE, INC.


                                         By   /s/ Robert M. Biringer
                                            -----------------------------------
                                             Name: Robert M. Biringer
                                             Title: Executive Vice President


                                         By   /s/ John G. Taylor
                                            -----------------------------------
                                             Name: John G. Taylor
                                             Title: Senior Associate



                                       96
<PAGE>   198

                                         COOPERATIEVE CENTRALE
                                         RAIFFEISEN-BOERENLEENBANK BA
                                         "RABOBANK NEDERLAND",
                                         NEW YORK BRANCH


                                         By   /s/ Terrell Boyle
                                            -----------------------------------
                                             Name: Terrell Boyle
                                             Title: Vice President


                                         By   /s/ Barbara A. Hyland
                                            -----------------------------------
                                             Name: Barbara A. Hyland
                                             Title: Senior Vice President


                                         THE FUJI BANK, LIMITED,
                                         NEW YORK BRANCH


                                         By   /s/ Raymond Ventura
                                            -----------------------------------
                                             Name: Raymond Ventura
                                             Title: Vice President and Manager




                                       97