<PAGE>

                                                                    EXHIBIT 10.4

                                                               EXECUTION VERSION

                     AMENDED AND RESTATED CREDIT, SECURITY,
                          GUARANTY AND PLEDGE AGREEMENT

                            DATED AS OF MARCH 2, 2005

                                      AMONG

                         GENESIS HEALTHCARE CORPORATION
                                   AS BORROWER

                                       AND

                        THE GUARANTORS REFERRED TO HEREIN

                                       AND

                         THE LENDERS REFERRED TO HEREIN

                                       AND

                          WACHOVIA CAPITAL MARKETS LLC
                       AS CO-LEAD ARRANGER AND BOOKRUNNER

                                       AND

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                             AS ADMINISTRATIVE AGENT

                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION
                   AS CO-LEAD ARRANGER AND DOCUMENTATION AGENT

                                       AND

                          CITICORP NORTH AMERICA, INC.
                              AS SYNDICATION AGENT

                                       AND

           MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS
                            FINANCIAL SERVICES INC.
                              AS SYNDICATION AGENT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                  <C>
PARTIES .......................................................................................       1
INTRODUCTORY STATEMENT.........................................................................       1
1.  DEFINITIONS................................................................................       2
2.  THE LOANS..................................................................................      28
    SECTION 2.1    Revolving Credit Loans......................................................      28
    SECTION 2.2    Disbursement of Funds and Notice of Borrowing of Revolving Credit Loans.....      29
    SECTION 2.3    Swingline Loans.............................................................      30
    SECTION 2.4    Interest Rate Type of the Loans.............................................      31
    SECTION 2.5    Repayment; Evidence of Debt; Administration.................................      31
    SECTION 2.6    Interest....................................................................      32
    SECTION 2.7    Unused Commitment Fees, Facility Fee and Other Fees.........................      33
    SECTION 2.8    Termination and/or Reduction of the Total Commitment........................      33
    SECTION 2.9    Voluntary Prepayments.......................................................      33
    SECTION 2.10   Default Interest; Alternate Rate of Interest................................      34
    SECTION 2.11   Continuation and Conversion of Loans........................................      35
    SECTION 2.12   Reimbursement of Lenders....................................................      36
    SECTION 2.13   Change in Circumstances.....................................................      36
    SECTION 2.14   Change in Legality..........................................................      39
    SECTION 2.15   United States Withholding...................................................      40
    SECTION 2.16   Interest Adjustments........................................................      42
    SECTION 2.17   Manner of Payments..........................................................      42
    SECTION 2.18   Letters of Credit...........................................................      43
    SECTION 2.19   Increase in Commitments.....................................................      48
3.  REPRESENTATIONS AND WARRANTIES OF CREDIT PARTIES...........................................      49
    SECTION 3.1    Existence and Power.........................................................      49
    SECTION 3.2    Authority and No Violation..................................................      50
    SECTION 3.3    Governmental and Other Approval.............................................      51
    SECTION 3.4    Binding Agreements..........................................................      51
    SECTION 3.5    No Material Adverse Effect..................................................      51
    SECTION 3.6    Financial Information.......................................................      52
</TABLE>

                                        i
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                 <C>
    SECTION 3.7    Credit Parties...............................................................    52
    SECTION 3.8    Patents, Trademarks, Copyrights and Other Rights.............................    53
    SECTION 3.9    Fictitious Names.............................................................    53
    SECTION 3.10   Title to Properties..........................................................    54
    SECTION 3.11   Book Value of Excluded Assets................................................    54
    SECTION 3.12   Litigation; Judgments........................................................    54
    SECTION 3.13   Federal Reserve Regulations..................................................    55
    SECTION 3.14   Investment Company Act.......................................................    55
    SECTION 3.15   Taxes........................................................................    55
    SECTION 3.16   Compliance with ERISA........................................................    56
    SECTION 3.17   Agreements...................................................................    56
    SECTION 3.18   Security Interest............................................................    56
    SECTION 3.19   Disclosure...................................................................    57
    SECTION 3.20   Environmental Matters........................................................    57
    SECTION 3.21   Pledged Securities...........................................................    58
    SECTION 3.22   Compliance with Laws; Third Party Payor Arrangements.........................    59
    SECTION 3.23   Projected Financial Information..............................................    60
    SECTION 3.24   Real Property................................................................    60
    SECTION 3.25   No Default...................................................................    61
    SECTION 3.26   Labor Matters................................................................    61
    SECTION 3.27   Organizational Documents.....................................................    61
4.  CONDITIONS TO THE EFFECTIVENESS OF THIS CREDIT AGREEMENT AND THE MAKING OF THE LOANS........    61
    SECTION 4.1    Conditions Precedent to the Effectiveness of This Amendment
                   and Restatement and the Making of the Initial Loans..........................    61
    SECTION 4.2    Conditions Precedent to Each Loan and each Letter of Credit..................    65
5.  AFFIRMATIVE COVENANTS.......................................................................    66
    SECTION 5.1    Financial Statements and Reports.............................................    66
    SECTION 5.2    Compliance with Laws.........................................................    68
    SECTION 5.3    Maintenance of Properties....................................................    69
    SECTION 5.4    Notice of Material Events....................................................    69
    SECTION 5.5    Insurance....................................................................    70
    SECTION 5.6    Books and Records............................................................    71
</TABLE>

                                       ii
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                  <C>
    SECTION 5.7    Observance of Material Agreements............................................     71
    SECTION 5.8    Taxes and Charges............................................................     71
    SECTION 5.9    Liens........................................................................     72
    SECTION 5.10   Further Assurances; Security Interests.......................................     72
    SECTION 5.11   Environmental Laws...........................................................     72
    SECTION 5.12   Subsidiaries.................................................................     73
    SECTION 5.13   Lease Agreements.............................................................     74
    SECTION 5.14   Lender Meetings..............................................................     74
    SECTION 5.15   Use of Proceeds of Revolving Credit Loans....................................     74
    SECTION 5.16   Cash Management System.......................................................     74
    SECTION 5.17   ERISA Plan Compliance and Reports............................................     74
6.  NEGATIVE COVENANTS..........................................................................     75
    SECTION 6.1    Limitations on Indebtedness and Disqualified Capital Stock...................     75
    SECTION 6.2    Limitations on Liens.........................................................     76
    SECTION 6.3    Limitation on Guaranties.....................................................     78
    SECTION 6.4    Limitations on Investments...................................................     79
    SECTION 6.5    Restricted Payments..........................................................     80
    SECTION 6.6    Merger, Sale of Assets, Purchases, etc.......................................     81
    SECTION 6.7    Places of Business; Change of Name...........................................     82
    SECTION 6.8    Limitations on Capital Expenditures..........................................     83
    SECTION 6.9    Maximum Total Leverage Ratio.................................................     83
    SECTION 6.10   Maximum Senior Leverage Ratio................................................     83
    SECTION 6.11   Minimum Consolidated Fixed Charge Coverage Ratio.............................     83
    SECTION 6.12   Minimum Consolidated Net Worth...............................................     83
    SECTION 6.13   Transactions with Affiliates.................................................     83
    SECTION 6.14   Business Activities..........................................................     84
    SECTION 6.15   Receivables..................................................................     84
    SECTION 6.16   Changes to Material Agreements...............................................     84
    SECTION 6.17   ERISA Compliance.............................................................     84
    SECTION 6.18   Hazardous Materials..........................................................     84
    SECTION 6.19   Use of Proceeds of Loans.....................................................     85
    SECTION 6.20   Fiscal Year; Fiscal Quarter..................................................     85
    SECTION 6.21   Formation of Foreign Subsidiaries............................................     85
</TABLE>

                                       iii
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                 <C>
    SECTION 6.22   Limitation on Restrictive Agreements.........................................     85
7.  EVENTS OF DEFAULT...........................................................................     85
8.  GRANT OF SECURITY INTEREST; REMEDIES........................................................     88
    SECTION 8.1    Security Interests...........................................................     88
    SECTION 8.2    Use of Collateral............................................................     89
    SECTION 8.3    Cash Management System.......................................................     89
    SECTION 8.4    Credit Parties to Hold in Trust..............................................     90
    SECTION 8.5    Collections, etc.............................................................     90
    SECTION 8.6    Possession, Sale of Collateral, etc..........................................     90
    SECTION 8.7    Application of Proceeds on Default...........................................     91
    SECTION 8.8    Power of Attorney............................................................     92
    SECTION 8.9    Financing Statements, Direct Payments........................................     92
    SECTION 8.10   Further Assurances...........................................................     93
    SECTION 8.11   Termination and Release......................................................     93
    SECTION 8.12   Remedies Not Exclusive.......................................................     93
    SECTION 8.13   Continuation and Reinstatement...............................................     93
9.  GUARANTY....................................................................................     93
    SECTION 9.1    Guaranty.....................................................................     93
    SECTION 9.2    No Impairment of Guaranty, etc...............................................     95
    SECTION 9.3    Continuation and Reinstatement, etc..........................................     95
    SECTION 9.4    Limitation on Guaranteed Amount etc..........................................     96
    SECTION 9.5    Termination and Release......................................................     96
10. PLEDGE......................................................................................     96
    SECTION 10.1   Pledge.......................................................................     96
    SECTION 10.2   Covenant.....................................................................     97
    SECTION 10.3   Registration in Nominee Name; Denominations..................................     97
    SECTION 10.4   Voting Rights; Dividends; etc................................................     97
    SECTION 10.5   Remedies Upon Default........................................................     98
    SECTION 10.6   Application of Proceeds of Sale and Cash.....................................     99
    SECTION 10.7   Effect of Certain Applicable Law.............................................     99
    SECTION 10.8   Continuation and Reinstatement...............................................    100
    SECTION 10.9   Termination and Release......................................................    100
</TABLE>

                                       iv
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                <C>
11. CASH COLLATERAL.............................................................................   101
    SECTION 11.1   Cash Collateral Account......................................................   101
    SECTION 11.2   Investment of Funds..........................................................   101
    SECTION 11.3   Grant of Security Interest...................................................   101
    SECTION 11.4   Remedies.....................................................................   102
12. THE ADMINISTRATIVE AGENT AND THE ISSUING BANK...............................................   102
    SECTION 12.1   Administration by the Administrative Agent...................................   102
    SECTION 12.2   Advances and Payments........................................................   103
    SECTION 12.3   Sharing of Setoffs and Cash Collateral.......................................   104
    SECTION 12.4   Notice to the Lenders........................................................   104
    SECTION 12.5   Liability of the Administrative Agent, the Sole Lead Arranger
                   and the Issuing Bank.........................................................   105
    SECTION 12.6   Reimbursement and Indemnification............................................   106
    SECTION 12.7   Rights of the Administrative Agent...........................................   107
    SECTION 12.8   Independent Investigation by Lenders.........................................   107
    SECTION 12.9   Agreement of the Lenders.....................................................   107
    SECTION 12.10  Notice of Transfer...........................................................   107
    SECTION 12.11  Relations Among Lenders......................................................   107
    SECTION 12.12  Successor Agents.............................................................   107
    SECTION 12.13  Tenant's Quiet Enjoyment.....................................................   108
    SECTION 12.14  Lender Payments..............................................................   108
13. MISCELLANEOUS...............................................................................   109
    SECTION 13.1   Notices......................................................................   109
    SECTION 13.2   Survival of Agreement, Representations and Warranties, etc...................   110
    SECTION 13.3   Successors and Assigns; Syndications; Loan Sales;
                   Participations...............................................................   110
    SECTION 13.4   Expenses; Documentary Taxes..................................................   114
    SECTION 13.5   Indemnity....................................................................   114
    SECTION 13.6   CHOICE OF LAW................................................................   115
    SECTION 13.7   WAIVER OF JURY TRIAL.........................................................   115
    SECTION 13.8   WAIVER WITH RESPECT TO DAMAGES...............................................   116
    SECTION 13.9   No Waiver....................................................................   116
    SECTION 13.10  Extension of Payment Date....................................................   116
</TABLE>

                                        v
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                            <C>
SECTION 13.11  Amendments, etc..............................................................   116
SECTION 13.12  Severability.................................................................   118
SECTION 13.13  SERVICE OF PROCESS...........................................................   118
SECTION 13.14  Headings.....................................................................   119
SECTION 13.15  Execution in Counterparts....................................................   119
SECTION 13.16  Subordination of Intercompany Indebtedness, Receivables and
               Advances.....................................................................   119
SECTION 13.17  Confidentiality..............................................................   120
SECTION 13.18  Entire Agreement.............................................................   120
SECTION 13.19  Enforcement of Rights; No Obligation to Marshall Assets......................   121
SECTION 13.20  Reproduction of Documents....................................................   121
SECTION 13.21  Right of Set-Off.............................................................   121
SECTION 13.22  Consolidated Subsidiaries....................................................   121
SECTION 13.23  Agent Exculpation............................................................   122
</TABLE>

                                       vi
<PAGE>

Schedules

<TABLE>
<S>               <C>
1.2               Excluded Assets
2.21              Existing Letters of Credit
3.1(a)            List of jurisdictions where the Borrower is qualified/not in good standing
3.1(b)            List of jurisdictions where each Credit Party is qualified/not in good standing
3.3(c)            Governmental Approvals
3.7(a)            Credit Parties Information
3.7(b)            Capital Stock in Persons other than a Credit Party
3.8               Proprietary Rights
3.9               Fictitious Names
3.10(a)           Title to Properties
3.10(d)           Rights of First Refusal/Option Rights
3.12(a)           Litigation
3.12(c)           Investigations/Medicare-Medicaid Claims
3.15              Taxes
3.17(b)           Agreements
3.18(a)           Filing Offices for UCC-1 Financing Statements
3.18(b)           Filing Offices for the Mortgages and Fixture Filings
3.20              Environmental Matters
3.21(a)           Pledged Securities
3.21(c)           Restrictions on Transfer of the Pledged Securities
3.24(a)           Owned Real Property Assets
3.24(b)           Leased Real Property Assets
3.26              Labor Matters
6.1               Existing Indebtedness
6.2               Existing Liens
6.3               Certain Guaranties by Borrower
6.4               Existing Investments
8.3(b)            Concentration Accounts
8.3(c)            Government Concentration Accounts
</TABLE>

                                      vii

<PAGE>

Exhibits
A                 Form of Assignment and Acceptance
B                 Form of Borrowing Certificate
C                 Form of Instrument of Assumption and Joinder
D                 Form of Mortgage
E                 Form of Note
F                 Form of Closing Certificate
G                 Form of Contribution Agreement

                                      viii

<PAGE>

                    AMENDED AND RESTATED CREDIT, SECURITY, GUARANTY AND PLEDGE
                    AGREEMENT, dated as of March 2, 2005 (as this agreement may
                    be further amended, amended and restated, supplemented or
                    otherwise modified, renewed or replaced from time to time,
                    the "Credit Agreement"), among (i) Genesis HealthCare
                    Corporation, a Pennsylvania corporation (the "Borrower");
                    (ii) the Guarantors referred to herein; (iii) the Lenders
                    referred to herein; (iv) Wachovia Bank, National
                    Association, as Administrative Agent; (v) Wachovia Capital
                    Markets LLC., as Co-Lead Arranger and Bookrunner, (vi)
                    General Electric Capital Corporation, as Co-Lead Arranger
                    and Documentation Agent, (vii) Citicorp North America, Inc.,
                    as Syndication Agent and (viii) Merrill Lynch Capital, a
                    division of Merrill Lynch Business Financial Services Inc.,
                    as Syndication Agent.

                             INTRODUCTORY STATEMENT

            All terms not otherwise defined above or in this Introductory
Statement are as defined in Article 1 hereof or as defined elsewhere herein.

            On December 1, 2003, the Borrower, certain of the Guarantors, the
Administrative Agent (as such term is hereinafter defined) and certain lenders
entered into a Credit, Security, Guaranty and Pledge Agreement providing for a
secured credit facility (as amended on June 25, 2004, the "Existing Credit
Agreement").

            The Borrower has requested that the Lenders amend and restate the
Existing Credit Agreement in order, among other things, to make available a
five-year revolving credit facility in the amount of $125,000,000 (the
"Facility") the proceeds of which will be used to finance fees and other
expenses incurred in connection with this Facility and for general corporate
purposes (including working capital expenditures and permitted acquisitions).

            To provide assurance for the repayment of the Loans hereunder and
the other Obligations (as such term is hereinafter defined) of the Borrower
hereunder, the Borrower will, among other things, provide or cause to be
provided to the Administrative Agent, for the benefit of the Secured Parties,
the following (each as more fully described herein):

(i) a guaranty of the Obligations by each of the Guarantors pursuant to Article
9 hereof;

(ii) a security interest in the Collateral from each of the Credit Parties
pursuant to Article 8 hereof;

(iii) a pledge by each of the Pledgors of the Pledged Collateral owned by it
pursuant to Article 10 hereof; and

                                       1
<PAGE>

(iv) Mortgages with respect to certain Real Property Assets owned by the Credit
Parties.

            Subject to the terms and conditions set forth herein, the
Administrative Agent is willing to act as administrative agent for the Lenders,
the Issuing Bank is willing to issue Letters of Credit as provided herein, and
each Lender is willing to make Loans and to participate in Letters of Credit to
the Borrower as provided herein, in an aggregate principal amount at any one
time outstanding not in excess of the Total Commitments hereunder.

            Accordingly, the parties hereto hereby agree that effective on the
Closing Date, the Existing Credit Agreement is hereby amended and restated in
its entirety to read as follows:

1.    DEFINITIONS

            For the purposes hereof unless the context otherwise requires, all
references to Sections, Exhibits and Schedules shall be deemed references to
Sections of, and Exhibits and Schedules to, this Credit Agreement, the following
terms shall have the meanings indicated, all accounting terms not otherwise
defined herein shall have the respective meanings accorded to them under GAAP
and all terms defined in the UCC and not otherwise defined herein shall have the
respective meanings accorded to them therein. Whenever the context may require,
any pronoun shall include the masculine, feminine and neuter forms. Unless the
context otherwise requires, any of the following terms may be used in the
singular or the plural, depending on the reference:

            "Adjusted LIBO Rate" shall mean with respect to any Eurodollar Loan
for any Interest Period, the rate per annum equal to the quotient (rounded
upwards, if necessary, to the next 1/100 of 1%) of (i) the LIBO Rate for such
Eurodollar Loan for such Interest Period divided by (ii) one minus the
applicable statutory reserve requirements of the Administrative Agent, expressed
as a decimal (including without duplication or limitation, basic, supplemental,
marginal and emergency reserves), from time to time in effect under Regulation D
or similar regulations of the Board. It is agreed that for purposes of this
definition, Eurodollar Loans made hereunder shall be deemed to constitute
Eurocurrency Liabilities as defined in Regulation D and to be subject to the
reserve requirements of Regulation D (for so long as such requirements are in
effect).

            "Adjustment Date" shall mean each date which is five (5) Business
Days after the date on which the Administrative Agent has received from the
Borrower the quarterly financial information (in the case of the first three
fiscal quarters of the Borrower), the annual financial information (in the case
of the fourth fiscal quarter of the Borrower) and the accompanying
certifications required to be delivered to the Administrative Agent and the
Lenders in accordance with the provisions of Section 5.1(a) hereof.

            "Administrative Agent" shall mean Wachovia Bank, National
Association, in its capacity as administrative agent for the Lenders hereunder
or such successor Administrative Agent as may be appointed pursuant to Section
12.12 hereof.

                                       2
<PAGE>

            "Affiliate" shall mean with respect to any Person (including a
Credit Party), any other Person which, directly or indirectly, is in control of,
is controlled by, or is under common control with, such Person. For purposes of
this definition, a Person shall be deemed to be "controlled by" another Person
if such latter Person possesses, directly or indirectly, power either to (i)
vote fifteen percent (15%) or more of the securities or other ownership
interests having ordinary voting power for the election of directors (or the
equivalent) of such controlled Person or (ii) direct or cause the direction of
the management and policies of such controlled Person whether by contract or
otherwise.

            "Affiliated Group" shall mean a group of Persons, each of which is
an Affiliate of some other Person in the group.

            "Applicable Interest Margin" shall mean:

            (i)   from the Closing Date until the second Adjustment Date
                  thereafter, (A) in the case of Base Rate Loans, 0.50% per
                  annum and (B) in the case of Eurodollar Loans, 1.50% per
                  annum; and

            (ii)  from and after the second Adjustment Date, the Applicable
                  Interest Margin shall be determined in accordance with the
                  following grid (provided that all Swingline Loans shall be
                  Base Rate Loans as set forth in Section 2.5 hereof):

<TABLE>
<CAPTION>
                                                                           Eurodollar Loan
                                              Base Rate Loan             Applicable Interest
        Total Leverage Ratio            Applicable Interest Margin              Margin
----------------------------------      --------------------------      --------------------
<S>                                     <C>                             <C>
Greater than or equal to 3.25:1.00                 1.00%                        2.00%

Less than 3.25:1.00, but                           0.75%                        1.75%
Greater than or equal to 2.75:1.00

Less than 2.75:1.00, but                           0.50%                        1.50%
Greater than or equal to 2.25:1.00

Less than 2.25:1.00, but                           0.25%                        1.25%
Greater than or equal to 1.75:1.00

Less than 1.75:1.00                                0.00%                        1.00%
</TABLE>

The Applicable Interest Margin shall, in each case, be determined and adjusted
quarterly on each Adjustment Date. Such Applicable Interest Margin shall be
effective from such Adjustment Date until the next such Adjustment Date. After
the Closing Date, if the Borrower shall fail to provide any of the financial
information or certifications in accordance with the provisions of Section
5.1(a), in addition to the default rate of interest that may be charged pursuant
to Section 2.10(a), the Applicable Interest Margin shall, on the date five (5)
Business Days after the date by which the Credit Parties were so required to
provide such financial information or certifications

                                       3
<PAGE>

to the Administrative Agent and the Lenders, be set at the highest Applicable
Interest Margin set forth above until such time as such information or
certifications are provided, whereupon the Applicable Interest Margin shall be
determined by the then current Total Leverage Ratio.

            "Applicable Law" shall mean all applicable provisions of statutes,
rules, regulations and orders of the United States, any state thereof or
municipality therein or of any foreign governmental body or of any regulatory
agency applicable to the Person in question, and all orders and decrees of all
courts and arbitrators in proceedings or actions in which the Person in question
is a party.

            "Assignment and Acceptance" shall mean an agreement substantially in
the form of Exhibit A hereto, executed by the assignor, the assignee and the
other parties as contemplated hereby or thereby or any such other form approved
by the Administrative Agent.

            "Authorized Officer" shall mean, with respect to the Borrower or any
other Credit Party, the president, vice president, chief financial officer,
chief accounting officer, secretary, treasurer or the general partner, manager
or member of such entity (or of the general partner, manager or member of such
entity, if not a natural person), as the case may be.

            "Bankruptcy Code" shall mean the Bankruptcy Reform Act of 1978, as
heretofore and hereafter amended, as codified at 11 U.S.C. Section 101 et seq.

            "Base Rate" shall mean, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Rate in effect for such day plus -1/2 of 1%. For purposes hereof, "Prime Rate"
shall mean the rate of interest per annum established from time to time by the
Administrative Agent as its prime rate, which rate may not be the lowest rate of
interest charged by the Administrative Agent to its customers. "Federal Funds
Rate" shall mean, for any day, the rate per annum (rounded upwards, if
necessary, to the next 1/100th of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, on such day, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York; provided, that
(i) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day and (ii) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to the Administrative Agent on such day on
such transactions as determined by the Administrative Agent. If the
Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Rate for any reason, including (without limitation) the inability or
failure of the Administrative Agent to obtain quotations in accordance with the
terms hereof, the Base Rate shall be determined without regard to clause (b) of
the first sentence of this definition until the circumstances giving rise to
such inability no longer exist. Any change in the Base Rate due to a change in
the Prime Rate or the Federal Funds Rate shall be effective on the effective
date of such change in the Prime Rate or the Federal Funds Rate, respectively.

            "Base Rate Loan" shall mean a Loan based on the Base Rate in
accordance with the provisions of Article 2 hereof.

                                       4
<PAGE>

            "Board" shall mean the Board of Governors of the Federal Reserve
System of the United States of America.

            "Borrower" shall have the meaning given to such term in the initial
paragraph of this Credit Agreement.

            "Borrowing" shall mean (i) a Loan or group of Loans of the same
Tranche and Interest Rate Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect or (ii) a Swingline Loan.

            "Borrowing Certificate" shall mean a borrowing certificate,
substantially in the form of Exhibit B hereto, to be delivered by the Borrower
to the Administrative Agent in connection with each Borrowing.

            "Business Day" shall mean any day other than a Saturday, Sunday or
other day on which banks are required or permitted to close in the States of New
York or North Carolina; provided, however, that when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in Dollar deposits on the London Interbank
Market.

            "Capital Expenditures" shall mean, with respect to any Person for
any period, the aggregate of all expenditures (whether paid in cash or accrued
as a liability) by such Person during that period which, in accordance with
GAAP, are or should be included in "additions to property, plant or equipment"
or similar items reflected in the statement of cash flows of such Person (other
than expenditures incurred in connection with any acquisition permitted under
Section 6.6 hereof).

            "Capital Lease", as applied to any Person, shall mean any lease of
any property (whether real, personal or mixed) by that Person as lessee which,
in accordance with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.

            "Capital Stock" shall mean (i) with respect to corporate stock, any
and all shares, interests, rights to purchase, warrants, options, participations
or other equivalents of or interests in (however designated) corporate stock,
including without limitation, any preferred stock or (ii) with respect to any
other evidence of beneficial ownership of any entity which is not a corporation,
any and all partnership interests, membership interests or any other equity
interests or evidences of beneficial ownership, rights to purchase, warrants,
options, participations or other equivalents of or interests in (however
designated) a partnership interest, membership interest or other equity interest
or evidence of beneficial ownership.

            "Cash Collateral Account" shall have the meaning given to such term
in Section 11.1 hereof.

            "Cash Equivalents" shall mean any of the following: (i) full faith
and credit obligations of the United States of America, or fully guaranteed as
to interest and principal by the full faith and credit of the United States of
America, maturing in not more than one year from the date such investment is
made; (ii) time deposits and certificates of deposit having a final maturity of
not more than one year after the date of issuance thereof of any commercial bank
or

                                       5
<PAGE>

depository institution incorporated under the laws of the United States of
America or any state thereof or the District of Columbia, which (i) in the case
of a bank, is a member of the Federal Reserve System and (ii) in the case of
either a bank or a depository institution, has a combined capital and surplus of
not less than $1,000,000,000.00 and with a senior unsecured debt credit rating
of at least "A" by Moody's or "A" by S & P; (iii) commercial paper of companies,
banks, trust companies or national banking associations incorporated or doing
business under the laws of the United States of America or one of the States
thereof, in each case having a remaining term until maturity of not more than
one hundred eighty (180) days from the date such investment is made and rated at
least P-1 by Moody's or at least A-1 by S & P; (iv) repurchase agreements with
any financial institution having combined capital and surplus of not less than
$1,000,000,000.00 with a term of not more than seven (7) days for underlying
securities of the type referred to in clauses (i) and (ii) above; and (v) money
market funds which invest primarily in the Cash Equivalents set forth in the
preceding clauses (i) - (iv).

            "CHAMPUS" shall mean, collectively, the Civilian Health and Medical
Program of the Uniformed Service, a program of medical benefits covering former
and active members of the uniformed services and certain of their dependents,
financed and administered by the United States Departments of Defense, Health
and Human Services and Transportation, and all laws, rules, regulations,
manuals, orders, guidelines or requirements pertaining to such program including
(a) all federal statutes (whether set forth in 10 U.S.C. Sections 1071-1106 or
elsewhere) affecting such program; and (b) all rules, regulations (including 32
C.F.R. Section 199), manuals, orders and administrative, reimbursement and other
guidelines of all Governmental Authorities promulgated in connection with such
program (whether or not having the force of law), in each case as the same may
be amended, supplemented or otherwise modified from time to time.

            "CHAMPUS Receivable" shall mean a Receivable payable to a Credit
Party pursuant to CHAMPUS.

            "CHAMPVA" shall mean, collectively, the Civilian Health and Medical
Program of the Department of Veterans Affairs, a program of medical benefits
covering retirees and dependents of former members of the armed services
administered by the United States Department of Veterans Affairs, and all laws,
rules, regulations, manuals, orders, guidelines or requirements pertaining to
such program including (a) all federal statutes (whether set forth in 38 U.S.C.
Section 1713 or elsewhere) affecting such program or, to the extent applicable
to CHAMPVA; and (b) all rules, regulations (including 38 C.F.R. Section 17.54),
manuals, orders and administrative, reimbursement and other guidelines of all
Governmental Authorities promulgated in connection with such program (whether or
not having the force of law), in each case as the same may be amended,
supplemented or otherwise modified from time to time.

            "CHAMPVA Receivable" shall mean a Receivable payable to a Credit
Party pursuant to CHAMPVA.

            "Change in Control" shall mean (i) any Person, Affiliated Group or
group (such term being used as defined in the Exchange Act), acquiring ownership
or control of in excess of 35% of equity securities having voting power to vote
in the election of the Board of Directors of the Borrower either on a fully
diluted basis or based solely on the voting stock then outstanding, (ii) if at
any time, individuals who at the date hereof (and after giving effect to the
additional

                                       6
<PAGE>

appointments effective on or about the date hereof which are described in the
Information Statement) constituted the Board of Directors of the Borrower
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the shareholders of the Borrower, as the case
may be, was approved by a vote of the majority of the directors then still in
office who were either directors at the date hereof or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of the Borrower then in office,
(iii) the direct or indirect sale, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Borrower to any Person or (iv) the adoption of a plan relating to the
liquidation or dissolution of the Borrower.

            "Closing Date" shall mean the date on which the conditions precedent
set forth in Section 4.1 hereof have been satisfied or waived.

            "CMS" shall mean The Center for Medicare and Medicaid Services,
formerly known as the Health Care Financing Administration, the entity within
the United States Department of Health and Human Services responsible for
administering the Medicare program and the federal aspects of the Medicaid
programs, directly and through its fiscal intermediaries and agents.

            "Code" shall mean the Internal Revenue Code of 1986, as heretofore
and hereafter amended, as codified at 26 U.S.C. Section 1 et seq., and the
applicable regulations promulgated thereunder, or any successor provision
thereto.

            "Collateral" shall mean with respect to each Credit Party, all of
such Credit Party's right, title and interest in and to (i) all personal
property, tangible and intangible, wherever located or situated and whether now
owned, presently existing or hereafter acquired or created, including but not
limited to, all goods, accounts, health-care insurance receivables, instruments,
intercompany obligations, contract rights, partnership and joint venture
interests, interests in limited liability companies, documents, chattel paper,
electronic chattel paper, general intangibles, goodwill, equipment, machinery,
inventory, investment property, copyrights, trademarks, trade names, patents,
insurance proceeds, cash, deposit accounts, letter of credit rights, supporting
obligations, fixtures, Non-Government Receivables, Rights to Government
Receivables and the Pledged Securities, and any proceeds or products of, income
from, any of the foregoing, in any form, including, without limitation, any
claims against third parties for loss or damage to or destruction of any or all
of the foregoing; (ii) all Real Property Assets owned by a Credit Party for
which a Mortgage has been (or is hereafter) executed by a Credit Party in favor
of the Administrative Agent (for the benefit of the Secured Parties), (iii) all
books, records, ledger cards, computer tapes and diskettes wherever located,
related to the Collateral described in clause (i), (ii) or (iv) of this
definition; and (iv) the Pledged Collateral; excluding all Excluded Assets.

            "Commitment" shall mean the commitment of each Lender to make
Revolving Credit Loans to the Borrower and to participate in Letters of Credit
and Swingline Loans hereunder, up to an aggregate principal amount, at any one
time, not in excess of the amount set forth (i) (a) opposite such Lender's name
under the column entitled "Commitment" on Annex A hereto or (b) on a commitment
agreement executed pursuant to Section 2.19 hereof or (ii) in any

                                       7
<PAGE>

applicable Assignment and Acceptance(s) to which it may be a party, as the case
may be, as such amount may be reduced from time to time in accordance with the
terms of this Credit Agreement.

            "Commitment Termination Date" shall mean the earlier of (i) the
Maturity Date and (ii) the date on which the Total Commitment shall terminate in
accordance with Section 2.8 or Article 7 hereof.

            "Concentration Accounts" shall mean the concentration accounts
established by the Credit Parties for deposit of all collections on Receivables
other than Medicare Receivables as set forth on Schedule 8.3(b) hereto.

            "Consolidated EBITDA" subject to Section 13.22 hereof, shall mean,
for any period, all as determined in accordance with GAAP, the Consolidated Net
Income (or net loss) of the Borrower and its Consolidated Subsidiaries for such
period, plus (a) the sum for such period for Borrower and its Consolidated
Subsidiaries determined on a consolidated basis of (i) depreciation expense,
(ii) amortization expense, (iii) other non-cash expenses, (iv) provision for
LIFO adjustment for inventory valuation, (v) net total Federal, state and local
income tax expenses, (vi) Consolidated Interest Expense, (vii) extraordinary
losses, and (viii) any non-recurring charge or restructuring charge less (b)
extraordinary gains for such period for Borrower and its Consolidated
Subsidiaries determined on a consolidated basis to the extent included in the
definition of Consolidated Net Income.

            "Consolidated EBITDAR" subject to Section 13.22 hereof, shall mean,
for any period, Consolidated EBITDA for such period plus Consolidated Rental
Expense for such period, to the extent not already added back in the computation
of Consolidated EBITDA for such period, minus non-cash rental obligations
accrued during such period.

            "Consolidated Fixed Charge Coverage Ratio" subject to Section 13.22
hereof, shall mean, at any date for which such ratio is to be determined, the
ratio of Consolidated EBITDAR for the Rolling Four Quarter period ended on such
date to the sum of the following for such period: (i) Consolidated Interest
Expense plus (ii) Consolidated Rental Expense plus (iii) scheduled principal
payments on all Indebtedness of the Borrower and its Consolidated Subsidiaries,
including, without limitation, any Indebtedness under the Convertible
Subordinated Debentures, the ElderCare Subordinated Notes and any Mortgage Loans
plus (iv) cash taxes paid.

            "Consolidated Interest Expense" subject to Section 13.22 hereof,
shall mean, for any period, the gross interest expense, whether paid or accrued
and expensed in accordance with GAAP (including the interest component of
Capital Lease obligations) of the Borrower and its Consolidated Subsidiaries on
a consolidated basis for such period, including, without limitation or
duplication, (i) interest expense in respect of the Loans and all other
outstanding Indebtedness, (ii) amortization of the discount or issuance cost of
any Indebtedness (including, without limitation, any original issue discount
attributable to any issuance of debt securities), (iii) commissions, discounts
and other fees and charges payable in connection with letters of credit, (iv)
net payments payable in connection with all Interest Rate Protection Agreements

                                       8
<PAGE>

(including amortization of any discount) and (v) any interest which is
capitalized, all as determined in accordance with GAAP.

            "Consolidated Net Income" subject to Section 13.22 hereof, shall
mean, for any period for which such amount is being determined, the net income
or loss of the Borrower and its Consolidated Subsidiaries during such period
determined on a consolidated basis for such period taken as a single accounting
period in accordance with GAAP; provided, that (i) there shall be excluded (x)
the income (or loss) of any Person (other than a Consolidated Subsidiary) in
which the Borrower or any of its Consolidated Subsidiaries has an equity
investment or comparable interest, except to the extent of the amount of
dividends or other distributions actually paid to the Borrower or any of its
Consolidated Subsidiaries by such Person during such period and (y) the income
of any Consolidated Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by that Consolidated Subsidiary of its income
is not at the time permitted by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Consolidated Subsidiary; and (ii) there shall be
included or excluded (as applicable) on a Pro Forma Basis the income (or loss)
of any Person which becomes a Consolidated Subsidiary of the Borrower, is merged
into or consolidated with the Borrower or any of its Consolidated Subsidiaries
or assets are acquired or sold or otherwise disposed of by the Borrower or any
of its Consolidated Subsidiaries during such period. The definition of
Consolidated Net Income shall exclude the impact of the cumulative effect of any
change in accounting principles.

            "Consolidated Net Working Assets" subject to Section 13.22 hereof,
shall mean for any date for which it is to be determined, (i) the total assets
of the Borrower and its Consolidated Subsidiaries which may properly be
classified as current assets in accordance with GAAP (excluding cash and Cash
Equivalents), minus (ii) the total liabilities of the Borrower and its
Consolidated Subsidiaries which may properly be classified as current
liabilities in accordance with GAAP (excluding current maturities of all long
term Indebtedness), determined on a consolidated basis in accordance with GAAP.

            "Consolidated Net Worth" subject to Section 13.22 hereof, shall mean
at any date of determination, the sum of the capital stock and additional
paid-in capital plus retained earnings (or minus accumulated deficit) of the
Borrower and its Consolidated Subsidiaries on a consolidated after-tax basis
determined in accordance with GAAP.

            "Consolidated Rental Expense" subject to Section 13.22 hereof, shall
mean, for any period, the aggregate rental obligations of the Borrower and its
Consolidated Subsidiaries on a consolidated basis for such period payable in
cash in respect of any leases (other than Capital Leases) including, without
limitation, obligations for taxes, insurance, maintenance and similar costs
which the lessee is obligated to pay under the terms of such leases and which
are attributable to such leases for such period (whether such amounts are
accrued or paid during such period).

            "Consolidated Subsidiaries" shall mean all Subsidiaries of a Person
which are required or permitted to be consolidated with such Person for
financial reporting purposes in accordance with GAAP.

                                       9
<PAGE>

            "Consolidated Tangible Assets" subject to Section 13.22 hereof,
shall mean, at any date of determination, (i) the consolidated total assets of
the Borrower and its Consolidated Subsidiaries in accordance with GAAP, minus
(ii) the amount of all unamortized debt discount, goodwill, and other intangible
assets of the Borrower and its Consolidated Subsidiaries to the extent reflected
in determining consolidated total assets in clause (i) above.

            "Contribution Agreement" shall mean an amended and restated
contribution agreement among the Credit Parties, substantially in the form of
Exhibit G hereto, as such agreement may be amended, amended and restated,
supplemented or otherwise modified, renewed or replaced from time to time.

            "Convertible Subordinated Debenture Indenture" shall mean the
Indenture dated as of March 2, 2005 pursuant to which the Borrower may issue up
to $180,000,000 of its 2.5% unsecured Convertible Senior Subordinated Notes due
2025 and the Guarantors have guaranteed such Notes.

            "Convertible Subordinated Debentures" shall mean those certain notes
issued under the Convertible Subordinated Debenture Indenture.

            "Credit Agreement" shall have the meaning given to such term in the
initial paragraph of this agreement.

            "Credit Exposure" shall mean, without duplication, with respect to
any Lender, an amount equal to (i) the aggregate principal amount of outstanding
Loans owed to such Lender hereunder, plus (ii) such Lender's pro rata share of
any L/C Exposure (if applicable), plus (iii) the unused amount of the Commitment
of such Lender then in effect.

            "Credit Party" shall mean the Borrower and each of the Guarantors.

            "Debtor Relief Laws" shall mean the Bankruptcy Code and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief laws of the United States of America or other
applicable jurisdictions from time to time in effect affecting the rights of
creditors generally.

            "Default" shall mean any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

            "Defaulting Lender" shall mean, at any time, any Lender which shall
not have theretofore made available to the Administrative Agent or the Issuing
Bank, as applicable, any amounts required to be made available by such Lender
hereunder or otherwise failed to pay any obligation owing by such Lender
pursuant to this Credit Agreement.

            "Designated Non-Cash Consideration" shall mean the fair market value
of total consideration received by a Credit Party in connection with a sale or
disposition other than the amount of cash or Cash Equivalents received in
connection with the sale or disposition; provided, however, the total amount of
Designated Non-Cash Consideration which has not been

                                       10
<PAGE>

sold for cash or otherwise monetized at any one time does not exceed
$25,000,000, provided, further, that all consideration that is so designated as
Designated Non-Cash Consideration is so designated pursuant to an officer's
certificate, setting forth the basis of such valuation and executed by the
principal executive officer and principal financial officer.

            "Disqualified Capital Stock" shall mean Capital Stock of any class
or classes (however designated) that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each
case at the option of the holder of the Capital Stock), or upon the happening of
any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the
Capital Stock, in whole or in part, on or prior to the date that is 91 days
after the Maturity Date.

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

            "ElderCare Subordinated Notes" shall mean those certain notes issued
under the ElderCare Subordinated Note Indenture.

            "ElderCare Subordinated Note Indenture" shall mean the Indenture
dated as of October 28, 2003 pursuant to which the Borrower has issued
$225,000,000 of its 8% unsecured Senior Subordinated Notes due 2013 and the
Guarantors have guaranteed such Notes.

            "Eligible Assignee" shall mean (i) any Lender, any Affiliate of any
Lender (which, for purposes of this definition, shall include any investment or
similar fund that is owned, managed or controlled by such Lender) and any
Related Fund (any two or more Related Funds being treated as a single Eligible
Assignee for all purposes hereof), and (ii) any commercial bank, insurance
company, investment or mutual fund or other entity that is an "accredited
investor" (as defined in Regulation D under the Securities Act) and which
extends credit, buys loans and is in the business of lending as one of its
businesses; provided, that no Affiliate of the Borrower shall be an Eligible
Assignee.

            "Environment" shall mean any surface or subsurface water,
groundwater, water vapor, surface or subsurface land, air, fish, wildlife,
microorganisms and all other natural resources.

            "Environmental Claim" shall mean any and all administrative or
judicial actions, suits, orders, claims, liens, notices, notices of violations,
investigations, complaints, requests for information, proceedings, or other
written communication, whether criminal or civil, pursuant to or relating to any
applicable Environmental Law by any Person (including, but not limited to, any
Governmental Authority, private person and citizens' group) based upon,
alleging, asserting, or claiming any actual or potential (i) violation of or
liability under any Environmental Law, (ii) violation of any Environmental
Permit, or (iii) liability for investigatory costs, cleanup costs, removal
costs, remedial costs, response costs, natural resource damages, damage,
property damage, personal injury, fines, or penalties arising out of, based on,
resulting from, or related to the presence, Release, or threatened Release into
the Environment, of any Hazardous Materials at any location, including, but not
limited to, any Premises or any location other than any Premises to which
Hazardous Materials or materials containing Hazardous Materials were sent for
handling, storage, treatment, or disposal.

                                       11
<PAGE>

            "Environmental Clean-up Site" shall mean any location which is
listed or proposed for listing on the National Priorities List, the
Comprehensive Environmental Response, Compensation and Liability Information
System, or on any similar state list of sites requiring investigation or
cleanup, or which is the subject of any pending action, suit, proceeding, or
investigation related to or arising from any alleged violation of any
Environmental Law, or at which there has been a Release, or a threatened or
suspected Release of a Hazardous Material.

            "Environmental Laws" shall mean any and all applicable federal,
state, local or municipal or foreign laws, rules, orders, regulations, statutes,
ordinances, codes, common law doctrines, decrees or requirements of any
Governmental Authority regulating, relating to, or imposing liability or
standards of conduct concerning, any Hazardous Material or environmental
protection or worker health and safety, as now or at any time hereafter in
effect, including without limitation, the Clean Water Act also known as the
Federal Water Pollution Control Act ("FWPCA"), 33 U.S.C. Section 1251 et seq.,
the Clean Air Act ("CAA"), 42 U.S.C. Sections 7401 et seq., the Federal
Insecticide, Fungicide and Rodenticide Act ("FIFRA"), 7 U.S.C. Sections 136 et
seq., the Surface Mining Control and Reclamation Act ("SMCRA"), 30 U.S.C.
Sections 1201 et seq., the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA"), 42 U.S.C. Section 9601 et seq., the Superfund
Amendment and Reauthorization Act of 1986 ("SARA"), Public Law 99-499, 100 Stat.
1613, the Emergency Planning and Community Right to Know Act ("ECPCRKA"), 42
U.S.C. Section 11001 et seq., the Resource Conservation and Recovery Act
("RCRA"), 42 U.S.C. Section 6901 et seq., the Occupational Safety and Health Act
as amended ("OSHA"), 29 U.S.C. Section 655 and Section 657, together, in each
case, with any amendment thereto, and the regulations adopted and the
publications promulgated thereunder and all substitutions thereof.

            "Environmental Permit" shall mean any federal, state, local,
provincial, or foreign permits, licenses, approvals, consents or authorizations
required by any Governmental Authority under or in connection with any
Environmental Law and includes any and all orders, consent orders or binding
agreements issued or entered into by a Governmental Authority under any
applicable Environmental Law.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as heretofore and hereafter amended, as codified at 29 U.S.C. Section 1001
et seq., and applicable regulations promulgated thereunder, or any successor
provision thereto.

            "ERISA Affiliate" shall mean each Person (as defined in Section 3(9)
of ERISA) which is treated as a single employer with any Credit Party under
Section 414(b), (c), (m) or (o) of the Code.

            "Eurodollar Loan" shall mean a Loan based on the LIBO Rate in
accordance with the provisions of Article 2 hereof.

            "Event of Default" shall have the meaning given to such term in
Article 7 hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, including the rules and regulations promulgated thereunder.

                                       12
<PAGE>

            "Excluded Assets" shall mean (without duplication): (i) all assets
listed on Schedule 1.2 hereto and any personal property located in or
appurtenant to the foregoing Excluded Assets (other than Receivables or other
intangibles related to such Excluded Assets so long as the grant of a security
interest in such Receivables or other intangibles is not prohibited or
restricted by Applicable Law or any contract, or agreement), (ii) any other
assets held for sale on the date of this Agreement or immediately upon the
acquisition thereof by the Borrower or any Credit Party, (iii) any other assets
related to any discontinued operations as designated by the Borrower as of the
date of this Agreement, (iv) equity interests in Joint Ventures to the extent
that a security interest therein is prohibited by contract, agreement or
Applicable Law, whether now held by a Credit party or hereafter acquired by a
Credit Party, (v) the Capital Stock of any Subsidiaries that are not organized
within the United States of America, whether now held by a Credit Party or
hereafter acquired by a Credit Party but, only to the extent that such Capital
Stock owned by the Credit Parties exceeds 65% of the outstanding Capital Stock
of any such Subsidiary, (vi) Capital Stock of any Subsidiary which is not a
Credit Party, to the extent that a security interest therein is prohibited by
contract, agreement or Applicable Law, (vii) assets subject to Liens permitted
by Section 6.2 to the extent that the agreement creating the permitted Liens
prohibits the creation of additional Liens on the same asset, and (ix) those
items listed on Schedule 3.21(a) under the heading "Non-Pledged Capital Stock".

            "Existing Credit Agreement" shall have the meaning given to such
term in the Introductory Statement of this Credit Agreement.

            "Facility" shall have the meaning given to such term in the
Introductory Statement of this Credit Agreement.

            "Facility Termination Date" shall mean the date on which all of the
Obligations have been indefeasibly paid in full in cash, the Total Commitment
has been permanently terminated in its entirety and all Letters of Credit shall
have expired or been terminated, canceled or cash collateralized in an amount
equal to 105% of the then current L/C Exposure.

            "Federal Funds Rate" shall have the meaning given to such term in
the definition of "Base Rate" set forth in this Article 1.

            "Federal Securities Laws" shall have the meaning given to such term
in Section 10.7 hereof.

            "Fee Letter" shall mean that certain letter agreement, dated as of
February 15, 2005, between the Borrower and the Administrative Agent, relating
to the payment of certain fees, as the same may be amended, modified or
supplemented from time to time by a written instrument executed by the parties
thereto.

            "Fees" shall mean all fees payable pursuant to the Fee Letter and
pursuant to the terms of this Credit Agreement.

            "Fundamental Documents" shall mean this Credit Agreement, any note
issued to evidence any Loan hereunder, any Letter of Credit, any Mortgage, the
Contribution Agreement, UCC financing statements, the Fee Letter and any other
documentation which is required to be or

                                       13
<PAGE>

is otherwise executed by any Credit Party and delivered in connection with this
Credit Agreement or any of the documents listed above.

            "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time, consistently applied
(except for accounting changes in response to FASB releases, or other
authoritative pronouncements); provided, however, that for purposes of
determining compliance with any covenant set forth in Article 6 hereof, GAAP
shall mean generally accepted accounting principles in the United States of
America as in effect on the Closing Date, applied on a basis consistent with the
application used in the financial statements referred to in Section 3.6 hereof.

            "Governmental Authority" shall mean any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, or any court, in each case whether of the United States or any
foreign jurisdiction.

            "Government Receivables" shall mean, collectively, any and all
Receivables which are (a) Medicare Receivables, (b) Medicaid Receivables, (c)
TRICARE Receivables, (d) CHAMPVA Receivables, (e) CHAMPUS Receivables; or (f)
any other Receivables payable by a Governmental Authority and approved by the
Administrative Agent in its sole discretion.

            "Guarantors" shall mean the guarantors signatory hereto as of the
date hereof and any other direct or indirect Subsidiary of a Credit Party
acquired or created after the date hereof, which Subsidiary becomes a signatory
to this Credit Agreement as a Guarantor pursuant to Section 5.12 hereof.

            "Guaranty" shall mean, as to any Person, any direct or indirect
obligation of such Person guaranteeing or intending to guarantee, or otherwise
providing credit support, for any Indebtedness, Capital Lease, dividend or other
monetary obligation ("primary obligation") of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, by contract, as a
general partner or otherwise, including, without limitation, any obligation of
such Person, whether or not contingent, (a) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(b) to advance or supply funds (i) for the purchase or payment of any such
primary obligation or (ii) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, or (c) to purchase property, securities or services from the
primary obligor or other Person, in each case, primarily for the purpose of
assuring the performance of the primary obligor of any such primary obligation
or assuring the owner of any such primary obligation of the repayment of such
primary obligation. The amount of any Guaranty shall be deemed to be an amount
equal to (x) the stated or determinable amount of the primary obligation in
respect of which such Guaranty is made (or, if the amount of such primary
obligation is not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder)) or (y) the stated maximum liability under such Guaranty, whichever
is less.

            "Hazardous Materials" shall mean any chemicals, materials,
substances or wastes in any amount or concentration which are now or hereafter
become defined as or included in the definition of "hazardous substances,"
"hazardous materials," "hazardous wastes," "extremely

                                       14
<PAGE>

hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic
pollutants," "pollutants," "regulated substances," "solid wastes," or
"contaminants" or words of similar import, under any Environmental Law,
including petroleum, petroleum hydrocarbons or petroleum products, petroleum
by-products, radioactive materials, asbestos or asbestos-containing materials,
gasoline, diesel fuel, pesticides, radon, urea formaldehyde, lead or
lead-containing materials, polychlorinated biphenyls.

            "Hedging Agreements" shall mean any Interest Rate Protection
Agreement entered into from time to time among a Lender and the Borrower as
permitted by this Credit Agreement; provided, that the Administrative Agent
shall have received written notice thereof from such Lender within ten (10)
Business Days after execution of such Interest Rate Protection Agreement.

            "Hedging Banks" shall mean any Lender or Lenders which have entered
into a Hedging Agreement.

            "Hedging Obligations" shall mean all the obligations of the Borrower
to Hedging Banks under the Hedging Agreements.

            "Increase Effective Date" shall have the meaning given to such term
in Section 2.19(b) hereof.

            "Indebtedness" shall mean (without double counting), at any time and
with respect to any Person, (i) indebtedness of such Person for borrowed money
(whether by loan or the issuance and sale of debt securities) or for the
deferred purchase price of property or services purchased (other than amounts
constituting trade payables arising in the ordinary course of business and
payable in accordance with customary trading terms not in excess of 90 days);
(ii) all indebtedness of such Person evidenced by a note, bond, debenture or
similar instrument (whether or not disbursed in full in the case of a
construction loan); (iii) indebtedness of others which such Person has directly
or indirectly assumed or guaranteed or otherwise provided credit support
therefor; (iv) indebtedness of others secured by a Lien on assets of such
Person, whether or not such Person shall have assumed such indebtedness
(provided, that if such Person has not assumed such indebtedness of another
Person then the amount of indebtedness of such Person pursuant to this clause
(iv) for purposes of this Credit Agreement shall be equal to the lesser of the
amount of the indebtedness of the other Person or the fair market value of the
assets of such Person which secures such other indebtedness); (v) obligations of
such Person in respect of letters of credit, acceptance facilities, or drafts or
similar instruments issued or accepted by banks and other financial institutions
for the account of such Person; (vi) any Guaranty by such Person; (vii)
obligations of such Person under Capital Leases; (viii) all obligations of such
Person under any Interest Rate Protection Agreement; and (ix) deferred payment
obligations of such Person resulting from the adjudication or settlement of any
litigation.

            "Initial Date" shall mean (i) in the case of the Administrative
Agent and the Issuing Bank, the Closing Date, (ii) in the case of each Lender
which is an original party to this Credit Agreement, the Closing Date and (iii)
in the case of any other Lender, the effective date of the Assignment and
Acceptance pursuant to which it became a Lender.

                                       15
<PAGE>

            "Instrument of Assumption and Joinder" shall mean an Assumption and
Joinder Agreement substantially in the form of Exhibit C hereto.

            "Interest Deficit" shall have the meaning given to such term in
Section 2.16 hereof.

            "Interest Payment Date" shall mean (i) as to any Base Rate Loan
(other than a Swingline Loan), the last Business Day of each March, June,
September and December (commencing the last Business Day of March 2005), (ii)
with respect to any Swingline Loan, the day that such loan is required to be
paid, and (iii) as to any Eurodollar Loan the last day of the applicable
Interest Period; provided, that in the case of an Interest Period with a
duration in excess of three (3) months an Interest Payment Date shall occur on
each date occurring at three (3) month intervals after the first day of such
Interest Period.

            "Interest Period" shall mean as to any Eurodollar Loan, the period
commencing on the date such Loan is made, continued or converted or the last day
of the preceding Interest Period and ending on the numerically corresponding day
(or if there is no corresponding day, then the last day) in the calendar month
that is one, two, three, six or, with the consent of each Lender, twelve months
thereafter as the Borrower may elect; provided, that (i) if any Interest Period
would end on a day which shall not be a Business Day, such Interest Period shall
be extended to the next succeeding Business Day, unless such next succeeding
Business Day would fall in the next calendar month, in which case, such Interest
Period shall end on the next preceding Business Day, (ii) no Interest Period
with respect to a Revolving Credit Loan (constituting a Eurodollar Loan) may be
selected which would end later than the Commitment Termination Date and (iii)
interest shall accrue from and including the first day of such Interest Period
to but excluding the last date of such Interest Period.

            "Interest Rate Protection Agreement" shall mean any interest rate
swap agreement, interest rate cap agreement, synthetic cap, collar or floor or
other financial agreement or arrangement designed to protect a Credit Party
against fluctuations in interest rates or to reduce the effect of any such
fluctuations.

            "Interest Rate Type" shall have the meaning given to such term in
Section 2.5 hereof.

            "Investment" shall mean any stock, evidence of indebtedness or other
security of any Person, any loan, advance, contribution of capital, extension of
credit or commitment therefor (including, without limitation, the Guaranty of
loans made to others, but excluding current trade and customer accounts
receivable arising in the ordinary course of business and payable in accordance
with customary trading terms in the ordinary course of business or periodic
payments made pursuant to settlements for satisfaction of outstanding
Receivables entered into in the ordinary course of business), and any purchase
of (i) any security of another Person or (ii) a line of business, or all or
substantially all of the assets, of any Person or any binding commitment to make
any such purchase which by its terms is not conditioned upon receiving a consent
or waiver from the Lenders under the Credit Agreement.

                                       16
<PAGE>

            "Issuing Bank" shall mean Wachovia Bank, National Association or any
other Lender which agrees to serve as issuer of Letters of Credit hereunder.

            "JCAHO" shall mean the Joint Commission on Accreditation of
Healthcare Organizations.

            "Joint Venture" shall mean any Person (other than a wholly owned
Subsidiary of a Credit Party) in which an equity interest is, at the time any
determination is being made, owned or controlled by a Credit Party as permitted
by this Credit Agreement.

            "L/C Exposure" shall mean, at any time, the amount expressed in
Dollars of the aggregate face amount of all drafts which may then or thereafter
be presented by beneficiaries under all Letters of Credit then outstanding plus
(without duplication), the face amount of all drafts which have been presented
or accepted under all Letters of Credit but have not yet been paid or have been
paid but not reimbursed, whether directly or from the proceeds of a Revolving
Credit Loan hereunder.

            "Lead Arranger" shall mean Wachovia Capital Markets LLC in its
capacity as lead arranger.

            "Lender" and "Lenders" shall mean the financial institutions whose
names appear on the signature pages hereof (as the same may be supplemented in
accordance with Section 12.1(b)(vi) hereof) or on a commitment agreement
executed pursuant to Section 2.19 hereof and any assignee of a Lender pursuant
to Section 13.3 hereof, and their respective successors. Unless the context
otherwise requires, the term "Lender" includes the Swingline Lender.

            "Lending Office" shall mean, with respect to any of the Lenders, the
branch or branches (or Affiliate or Affiliates) from which such Lender's
Eurodollar Loans or Base Rate Loans, as the case may be, are made or maintained
and for the account of which all payments of principal of, and interest on, such
Lender's Eurodollar Loans or Base Rate Loans are made, as notified to the
Administrative Agent from time to time.

            "Letter of Credit" shall mean a standby letter of credit issued by
the Issuing Bank pursuant to Section 2.21 hereof.

            "Letter of Credit Fees" shall mean the fees payable in respect of
Letters of Credit pursuant to Section 2.21 hereof.

            "LIBO Rate" shall mean, with respect to any Borrowing consisting of
Eurodollar Loans for any Interest Period, the rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) appearing on Telerate Page 3750 (or on
any successor page) as the London interbank offered rate for deposits in dollars
at approximately 11:00 a.m. (London time) two (2) Business Days prior to the
commencement of such Interest Period with a maturity comparable to such Interest
Period. In the event that such rate is not available at such time for any
reason, then the "LIBO Rate" with respect to such Borrowing of Eurodollar Loans
for such Interest Period shall be the rate per annum at which, as determined by
the Administrative Agent, dollars in an amount comparable to the amount of such
Borrowing are being offered to leading banks at approximately 11:00 a.m. (London
time) two (2) Business Days prior to the commencement of

                                       17
<PAGE>

the applicable Interest Period for settlement in immediately available funds by
leading banks in the London interbank market for a period equal to the Interest
Period selected.

            "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any
agreement to grant a security interest at a future date, any lease in the nature
of security, and the filing of, or agreement to give, any financing statement
under the Uniform Commercial Code of any jurisdiction).

            "Loans" shall mean, collectively, the Swingline Loans and the
Revolving Credit Loans. A "Loan" shall mean any one of such Loans individually.

            "Margin Stock" shall be as defined in Regulation U of the Board.

            "Material Adverse Effect" shall mean any event or condition that (i)
has a material adverse effect on the business, assets, properties, performance,
operations or condition (financial or otherwise) or prospects of the Credit
Parties taken as a whole or of the Borrower, (ii) materially impairs the ability
of the Borrower or any Credit Party to perform its respective obligations under
any Fundamental Document to which it is or will be a party or (iii) materially
and adversely affects the Liens taken as a whole granted to the Administrative
Agent (for the benefit of Secured Parties) or materially impairs the validity or
enforceability of, or materially impairs the rights, remedies or benefits
available to the Administrative Agent or the Secured Parties; provided, however,
that any event or condition will be deemed to have a "Material Adverse Effect"
if such event or condition when taken together with all other events and
conditions occurring or in existence at such time (including all other events
and conditions which, but for the fact that a representation, warranty or
covenant is subject to a "Material Adverse Effect" exception, would cause such
representation or warranty contained herein to be untrue or such covenant to be
breached) would result in a "Material Adverse Effect," even though,
individually, such event or condition would not do so.

            "Material Agreement" shall mean (i) any credit agreement, indenture,
or other agreement related to indebtedness of any Credit Party for borrowed
money in excess of $50,000,000 (other than this Credit Agreement and the other
Fundamental Documents); (ii) any agreement pursuant to which the Credit Parties
would reasonably expect to (A) recognize aggregate annual future revenues in
excess of 5% of the aggregate annual revenues of the Credit Parties for the
preceding fiscal year, or (B) incur aggregate annual future expenses in excess
of 5% of the aggregate annual revenues of the Credit Parties for the preceding
fiscal year; and (iii) any other agreement, the breach or termination of which
would reasonably be expected to have a Material Adverse Effect.

            "Maturity Date" shall mean the fifth anniversary of the Closing
Date.

            "Medicaid" shall mean collectively, the healthcare assistance
program established by Title XIX of the Social Security Act (42 U.S.C. Sections
1396 et seq.) and any statutes succeeding thereto, and all laws, rules,
regulations, manuals, orders, guidelines or requirements pertaining to such
program including (a) all federal statutes (whether set forth in Title XIX of
the Social Security Act or elsewhere) affecting such program; (b) all state
statutes and plans for medical

                                       18
<PAGE>

assistance enacted in connection with such program and federal rules and
regulations promulgated in connection with such program; and (c) all applicable
provisions of all rules, regulations, manuals, orders and administrative,
reimbursement, guidelines and requirements of all Governmental Authorities
promulgated in connection with such program (whether or not having the force of
law), in each case as the same may be amended, supplemented or otherwise
modified from time to time.

            "Medicaid Receivable" shall mean a Receivable payable to a Credit
Party (i) pursuant to a Medicaid Provider Agreement or (ii) pursuant to an
assignment to such Credit Party under a Medicaid Provider Agreement.

            "Medicaid Provider Agreement" shall mean an agreement entered into
between a health care facility, supplier or physician and CMS or any federal or
state agency or other entity administering Medicaid in such state, or any other
grant of authority by CMS or any federal or state agency or other entity
administering Medicaid in such state, under which the health care facility,
supplier or physician is authorized to provide medical goods and services to
Medicaid recipients and to be reimbursed by Medicaid for such goods and
services.

            "Medicare" shall mean collectively, the health insurance program for
the aged and disabled established by Title XVIII of the Social Security Act (42
U.S.C. Sections 1395 et seq.) and any statutes succeeding thereto, and all laws,
rules, regulations, manuals, orders or guidelines pertaining to such program
including (a) all federal statutes (whether set forth in Title XVIII of the
Social Security Act or elsewhere) affecting such program; and (b) all applicable
provisions of all rules, regulations, manuals, orders and administrative,
reimbursement, guidelines and requirements of all Governmental Authorities
promulgated in connection with such program (whether or not having the force of
law), in each case as the same may be amended, supplemented or otherwise
modified from time to time.

            "Medicare Provider Agreement" shall mean an agreement entered into
between a health care facility, supplier or physician and CMS or any federal or
state agency or other entity administering Medicare in such state, or other
grant of authority by CMS or any federal or state agency or other entity
administering Medicare in such state, under which the health care facility,
supplier or physician is authorized to provide medical goods and services to
Medicare patients and to be reimbursed by Medicare for such goods and services.

            "Medicare Receivable" shall mean a Receivable payable to a Credit
Party (i) pursuant to a Medicare Provider Agreement or (ii) pursuant to an
assignment to such Credit Party under a Medicare Provider Agreement.

            "Medicare Receivable Concentration Accounts" shall mean
concentration accounts established by the Credit Parties for the deposit of all
collections on Medicare Receivables as set forth on Schedule 8.3(c) hereto.

            "Moody's" shall mean Moody's Investors Service, Inc. or if such
company shall cease to issue ratings, another nationally recognized statistical
rating company selected in good faith by mutual agreement of the Administrative
Agent and the Borrower.

                                       19
<PAGE>

            "Mortgage" shall mean a Mortgage, Open End Mortgage, Deed of Trust,
Trust Deed, Deed to Secure Debt, Credit Line Deed of Trust, Assignment, Security
Agreement and Financing Statement, substantially in the form of Exhibit D
hereto, executed and delivered by any Credit Party to the Administrative Agent
(for the benefit of the Secured Parties) and in each case, as such document may
be amended, amended and restated, supplemented or otherwise modified, renewed or
replaced from time to time.

            "Mortgage Loan" shall mean a loan made to a Credit Party for which
the primary collateral is a Real Property Asset of such Credit Party.

            "Multiemployer Plan" shall mean a plan described in Section
4001(a)(3) of ERISA to which any Credit Party or ERISA Affiliate is making or
accruing an obligation to make contributions, or otherwise pursuant to which any
Credit Party could have liability.

            "Net Cash Proceeds" shall mean (a) the aggregate cash proceeds
received by a Credit Party in a transaction permitted under Section 6.6(a)(iv)
hereof (including, without limitation, as applicable, all cash proceeds received
by way of deferred payment of principal pursuant to a note or installment
receivable, sale or monetization of other non-cash consideration or otherwise,
but only as and when received) minus (b) reasonable and customary brokerage
commissions and other reasonable and customary fees and direct expenses
(including reasonable and customary fees and expenses of counsel and investment
bankers actually paid by the applicable Credit Party) related to such
transaction, minus (c) payments made to retire Indebtedness (other than the
Loans) secured by any assets being sold or otherwise disposed of where payment
of such Indebtedness is required in connection with such sale or disposition;
provided, that with respect to taxes, expenses shall only include taxes to the
extent that taxes are payable in cash in the current year or in the next
succeeding year with respect to the current year as a direct result of the
applicable transaction.

            "Non-Government Receivables" shall mean with respect to each Credit
Party, the Receivables of such Credit Party, other than Government Receivables,
together with any and all rights to receive payments due thereon, and all
proceeds thereof in any way derived, whether directly or indirectly.

            "Obligations" shall mean (a) all obligations, whether direct or
indirect, contingent or absolute, of every type or description and at any time
existing, of the Borrower to make due and punctual payment of (i) principal of
and all interest on the Loans, the Fees, the Letter of Credit Fees, any
reimbursement obligations in respect of Letters of Credit, costs and attorneys'
fees and all other monetary obligations of the Borrower to the Administrative
Agent, the Issuing Bank, any Lender or any other Secured Party under or in
respect of this Credit Agreement, any note evidencing any of the Loans
hereunder, any other Fundamental Document or the Fee Letter, (ii) all Hedging
Obligations and (iii) amounts payable to Wachovia Bank, National Association or
any Lender in connection with any bank account maintained by the Borrower or any
other Credit Party at Wachovia Bank, National Association or any Lender or any
other banking services (including, without limitation, cash management services)
provided to the Borrower or any other Credit Party by Wachovia Bank, National
Association or any Lender with respect to, or in any way related to or otherwise
required by, any of the Fundamental Documents (including, without limitation,
interest accruing at the then applicable rate provided in this Credit Agreement

                                       20
<PAGE>

after the maturity of any of the Loans, and interest accruing at the then
applicable rate provided in this Credit Agreement after the filing of any
petition in bankruptcy or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower or any other Credit Party, whether or
not a claim for post-filing or post-petition interest is allowed in such
proceeding) and (b) all other obligations of the Borrower or any other Credit
Party pursuant to this Credit Agreement or any other Fundamental Document.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
successor thereto.

            "Percentage" shall mean with respect to any Lender, the percentage
of the Total Credit Exposure represented by such Lender's Credit Exposure.

            "Permitted Acquisition" means any acquisition, whether by purchase,
merger, consolidation or otherwise, by the Borrower or any Credit Party of all
or substantially all the assets of, or all the equity interests in, a Person or
a division, line of business or other business unit of a Person or the purchase
of the remaining equity interests in a Joint Venture, so long as (a) such
acquisition shall not have been preceded by a tender offer that has not been
approved or otherwise recommended by the board of directors of such Person, (b)
such assets are to be used in, or such Person so acquired is engaged in, as the
case may be, a business of the type conducted by Borrower or its Subsidiaries on
the Closing Date or in a business reasonably related thereto, (c) immediately
after giving effect thereto, (i) no Default or Event of Default has occurred and
is continuing or would result therefrom, (ii) all transactions related thereto
are consummated in all material respects in accordance with Applicable Laws,
(iii) all the equity interests of each Subsidiary formed for the purpose of or
resulting from such acquisition shall be owned directly by the Borrower or a
Credit Party and all actions required to be taken under Sections 5.10 and 5.12
shall have been taken, (iv) the Borrower and the Credit Parties are in
compliance, on a Pro Forma Basis after giving effect to such acquisition (and
any related incurrence or repayment of Indebtedness), with the covenants
contained in Sections 6.8 through 6.12, (v) any Indebtedness or any Disqualified
Capital Stock that is incurred, acquired or assumed in connection with such
acquisition shall be in compliance with Section 6.1 and (d) with respect to any
transactions or series of related transactions with a value in excess of
$5,000,000, the Borrower has delivered to the Administrative Agent an officers'
certificate to the effect set forth in clauses (a), (b) and (c) above, together
with all relevant financial information for the Person or assets to be acquired.

            "Permitted Liens" shall mean Liens permitted under Section 6.2
hereof.

            "Person" shall mean any natural person, corporation, division of a
corporation, partnership, limited liability partnership, limited liability
company, trust, joint venture, association, company, estate, unincorporated
organization or government or any agency or political subdivision thereof.

            "Plan" shall mean an employee pension benefit plan within the
meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, maintained or
contributed to by any Credit Party, or any ERISA Affiliate, or otherwise
pursuant to which any Credit Party could have liability.

                                       21
<PAGE>

            "Pledged Collateral" shall mean the Pledged Securities and any
proceeds or products thereof or income therefrom, in any form, together with (i)
all profits, dividends and distributions to which a Pledgor shall at any time be
entitled in respect of its Pledged Securities; (ii) all other payments, if any,
due or to become due to a Pledgor in respect of its Pledged Securities, whether
as contractual obligations, damages, insurance proceeds, condemnation awards or
otherwise; (iii) all of a Pledgor's claims, rights, powers, privileges,
authority, options, security interest, liens and remedies, if any, under or
arising out of the ownership of such Pledgor's Pledged Securities; (iv) all
present and future claims, if any, of a Pledgor against the applicable entity in
which such Pledgor owns its Pledged Securities or under or arising out of the
applicable partnership or operating agreement, as applicable, for monies loaned
or advanced, for services rendered or otherwise; (v) to the extent permitted by
Applicable Law, all of a Pledgor's rights, if any, under the applicable
partnership or operating agreement, as applicable, or at law, to exercise and
enforce every right, power, remedy, authority, option and privilege of such
Pledgor relating to its Pledged Securities, including, without limitation, any
power to terminate, cancel or modify the applicable partnership or operating
agreement, as applicable, to execute any instruments and to take any and all
other action on behalf of and in the name of such Pledgor in respect of its
Pledged Securities and the entity in which such Pledgor owns its Pledged
Securities, to make determinations, to exercise any election (including, but not
limited to, election of remedies) or option or to give or receive any notice,
consent, amendment, waiver or approval, together with full power and authority
to demand, receive, enforce or collect any of the foregoing or any property of
the applicable entity, to enforce or execute any checks, or other instruments or
orders, to file any claims and to take any action in connection with any of the
foregoing; and (vi) to the extent not otherwise included, any and all proceeds
(as defined in Section 9-102(a)(64) of the UCC) of any or all of the foregoing.

            "Pledged Securities" shall mean all Capital Stock now or hereafter
owned by a Credit Party; excluding any of the foregoing that constitutes
Excluded Assets. The Pledged Securities as of the Closing Date are listed on
Schedule 3.21(a), under the heading "Pledged Capital Stock and Other Pledged
Equity Interests."

            "Pledgor" shall mean a Credit Party that owns any of the Pledged
Securities.

            "Premises" shall mean any real property currently or formerly owned,
leased or operated by any Credit Party, including, but not limited to, all soil,
surface water, or groundwater thereat.

            "Prime Rate" shall have the meaning given to such term in the
definition of "Base Rate" set forth in this Article 1.

            "Pro Forma Basis" shall mean in connection with any transaction for
which a determination on a Pro Forma Basis is required to be made hereunder,
such determination shall be made (i) after giving effect to any issuance of
Indebtedness, any acquisition, any disposition or any other transaction, as
applicable, and (ii) assuming that the issuance of Indebtedness, acquisition,
disposition or other transaction and, if applicable, the application of proceeds
therefrom, occurred at the beginning of the most recent Rolling Four Quarter
period ending at least thirty (30) days prior to the date on which such issuance
of Indebtedness, acquisition, disposition or other transaction occurred, and
(iii) with all calculations of Consolidated Net

                                       22
<PAGE>

Income, Consolidated EBITDA and any financial definition utilizing any such
terms being calculated on a pro-forma basis in accordance with Regulation S-X
under the Exchange Act.

            "Proprietary Rights" shall have the meaning given to such term in
Section 3.8(a) hereof.

            "Purchasing Lender" shall have the meaning given to such term in
Section 2.13(e).

            "Real Property Assets" shall mean as of any time, all parcels of
real property, owned and all health care facilities leased at such time directly
or indirectly by any Credit Party, together with in each case, all buildings,
improvements, appurtenant fixtures and equipment, easements and other property
and rights incidental to the ownership or lease (as applicable) of such parcel
of real property or any of the foregoing, other than any of the foregoing that
constitute Excluded Assets.

            "Receivables" shall mean all rights to receive payment from an
obligor for services rendered by the Credit Parties in the ordinary course of
business, including but not limited to those which, consistent with such Credit
Party's past accounting practice are classified as (i) Medicare Receivables,
(ii) CHAMPUS Receivables, (iii) CHAMPVA Receivables, (iv) Medicaid Receivables,
(v) TRICARE Receivables, (vi) Blue Cross/Blue Shield patient receivables, (vii)
non-contract patient receivables due from commercial insurance companies, (viii)
contract patient receivables due from health maintenance organizations, prepaid
plans, exclusive provider organizations, preferred provider organizations and
other managed care programs or (ix) private patient receivables representing
balances due from patients for deductibles, coinsurance, copayments and services
not otherwise covered by third party payors, which in any instance is not
evidenced by an instrument or chattel paper. Such amounts shall include all
interest, finance charges or other amounts legally payable by an obligor in
respect thereof.

            "Register" shall have the meaning given to such term in Section
13.3(e).

            "Regulation D" shall mean Regulation D of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Regulation T" shall mean Regulation T of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

            "Regulatory Licenses" shall mean any and all licenses, including
provisional licenses, certificates of need, JCAHO and/or other accreditations,
permits, franchising rights to conduct business, approvals by a Governmental
Authority or otherwise, consents, qualifications,

                                       23
<PAGE>

operating authority and/or any other authorizations necessary for a Credit Party
to operate their business.

            "Reimbursement Approvals" shall mean, with respect to all Third
Party Payor Arrangements, any and all certifications, provider numbers, provider
agreements, (including, without limitation, Medicare Provider Agreements and
Medicaid Provider Agreements) participation agreements, accreditations
(including JCAHO accreditation) and/or any other agreements with or approvals by
organizations and Governmental Authorities, including, without limitation, the
right to reimbursement on a current basis and without suspension, offset or
recoupment, or in due course, as otherwise provided under law or contract.

            "Related Fund" shall mean, with respect to any Lender that is an
investment fund, any other investment fund that invests in commercial loans and
that is managed or advised by the same investment advisor as such Lender or by
an Affiliate of such investment advisor.

            "Release" shall mean any discharging, disposing, emitting, leaking,
pumping, pouring, emptying, injecting, escaping, leaching, dumping or spilling
of any Hazardous Material into the Environment.

            "Reportable Event" shall mean any reportable event as defined in
Section 4043(c) of ERISA other than those events as to which the 30-day notice
period is waived under (i) subsection .22, .23, .25, .27 or .28 of PBGC
Regulation Section 4043 or (ii) PBGC Regulation Section 4043 solely as a result
of the subject Plan's relevant funding status.

            "Required Lenders" shall mean Lenders having Credit Exposure greater
than fifty percent (50%) of the Total Credit Exposure; provided, that for
purposes of this definition, the Credit Exposure of a Lender shall be
disregarded if and for so long as such Lender shall be a Defaulting Lender.

            "Requirements" shall mean all present and future laws, statutes,
codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations
and requirements of every Governmental Authority having jurisdiction over any
Real Property Asset and all restrictive covenants applicable to any Real
Property Asset.

            "Restricted Payment" shall mean (i) any distribution, dividend or
other direct or indirect payment on account of shares of any class of Capital
Stock of a Credit Party (other than distributions and dividends payable solely
in shares of Capital Stock other than Disqualified Capital Stock), (ii) any
redemption or other acquisition, re-acquisition or retirement by a Credit Party
of any shares of any class of its own Capital Stock or the Capital Stock of
another Credit Party or an Affiliate, now or hereafter outstanding (other than
redemptions, acquisitions and retirements payable in shares of Capital Stock
other than Disqualified Capital Stock), (iii) any payment made to retire, or
obtain the surrender of, any outstanding warrants, puts or options or other
rights to purchase or otherwise acquire shares of any Capital Stock of a Credit
Party or an Affiliate, now or hereafter outstanding, (iv) any payment by a
Credit Party of principal of, premium, if any, or interest on, or any
redemption, purchase, retirement, defeasance, sinking fund or similar payment
with respect to any Subordinated Debt and any Indebtedness now or

                                       24
<PAGE>

hereafter outstanding which Indebtedness is subordinated to any of the
Obligations, and (v) any payment under any Synthetic Purchase Agreement.

            "Revolving Credit Loans" shall have the meaning given to such term
in Section 2.1 hereof.

            "Rights" shall mean, with respect to the Government Receivables of
any Credit Party, the right to receive proceeds therefrom, as permitted by
Applicable Law.

            "Rolling Four Quarters" shall mean, with respect to any date of
determination, the fiscal quarter then ended and the three (3) immediately
preceding fiscal quarters considered as a single period.

            "S&P" shall mean Standard & Poor's Ratings Group (a division of The
McGraw-Hill Companies, Inc.) or, if such company shall cease to issue ratings,
another nationally recognized statistical rating company selected in good faith
by mutual agreement of the Administrative Agent and the Borrower.

            "SEC" shall mean the United States Securities and Exchange
Commission.

            "Secured Parties" shall mean the Administrative Agent, the Issuing
Bank, the Lenders, the Hedging Banks and each of their respective successors and
assigns.

            "Securities Act" shall mean the Securities Act of 1933, as amended,
including the rules and regulations promulgated thereunder.

            "Senior Debt" shall mean the Indebtedness outstanding under this
Credit Agreement, and any other Indebtedness secured in whole or in part by a
mortgage or security interest or other Lien on assets of the Borrower or any
other Credit Parties (including, without limitation, the principal portion of
any synthetic lease entered into by the Borrower or any of its Subsidiaries).

            "Senior Leverage Ratio" shall mean, at any date for which such ratio
is to be determined, the ratio of Senior Debt at such date to Consolidated
EBITDA for the most recent Rolling Four Quarter period.

            "Subordinated Debt" shall mean (i) the Convertible Subordinated
Debentures, (ii) the ElderCare Subordinated Notes and (iii) all other
Indebtedness of any of the Credit Parties that is subordinated to the
Obligations pursuant to written agreements, containing interest rates, payment
terms, maturities, amortization schedules, covenants, defaults, remedies,
subordination provisions and other material terms in form and substance
satisfactory to the Required Lenders.

            "Subsidiary" shall mean with respect to any Person, any corporation,
association, joint venture, partnership or other business entity (whether now
existing or hereafter organized) of which at least a majority of the voting
stock or other ownership interests having ordinary voting power for the election
of directors (or the equivalent) is, at the time as of which any determination
is being made, owned or controlled by such Person or one or more subsidiaries of
such Person or by such Person and one or more subsidiaries of such Person.

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<PAGE>

            "Swapped Asset" shall have the meaning given to such term in Section
6.6(a)(ix).

            "Swingline Lender" shall mean Wachovia Bank, National Association in
its capacity as Swingline Lender.

            "Swingline Loan" shall have the meaning given to such term in
Section 2.3 hereof.

            "Synthetic Purchase Agreement" shall mean any swap, derivative or
other agreement or combination of agreements pursuant to which any Credit Party
is or may become obligated to make (i) any payment in connection with a purchase
by any third party from a Person other than a Credit Party of any Capital Stock
in any Credit Party or any Subordinated Debt or (ii) any payment (other than on
account of a permitted purchase by it of any Capital Stock in any Credit Party
or any Subordinated Debt) the amount of which is determined by reference to the
price or value at any time of any Capital Stock in any Credit Party or any
Subordinated Debt; provided, that no phantom stock or similar plan providing for
payments only to current or former directors, officers or employees of a Credit
Party (or to their heirs or estates) shall be deemed to be a Synthetic Purchase
Agreement.

            "Third Party Payor Arrangements" shall mean any and all arrangements
with Medicare, Medicaid, CHAMPUS, CHAMPVA, TRICARE and any other Governmental
Authority, or quasi-public agency, Blue Cross, Blue Shield, any and all managed
care plans and organizations, including but not limited to health maintenance
organizations and preferred provider organizations, private commercial insurance
companies, employee assistance programs and/or any other third party
arrangements, plans or programs for payment or reimbursement in connection with
health care services, products or supplies.

            "Total Credit Exposure" shall mean an amount equal to (i) the
aggregate principal amount of all outstanding Loans hereunder, plus (ii) the
then current amount of L/C Exposure, plus (iii) the aggregate amount of the
unused Total Credit Commitments then in effect.

            "Total Commitment" shall mean the aggregate amount of the
Commitments then in effect of all of the Lenders, as such amount may be reduced
or modified from time to time in accordance with the terms of this Credit
Agreement.

            "Total Funded Debt" subject to Section 13.22 hereof, shall mean with
respect to the Borrower and its Consolidated Subsidiaries, all Indebtedness of
the Borrower and its Consolidated Subsidiaries which (i) as of the date of the
creation or incurrence thereof, by its terms matures in, or at the Borrower's or
such Consolidated Subsidiary's option can be extended for, one year or more from
such date of creation or incurrence (including current portions of such long
term Indebtedness), including all hedging agreements and letters of credit
entered into in connection with such Indebtedness and (ii) should be shown on
the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
in accordance with GAAP; provided; that Total Funded Debt shall be reduced by
the aggregate amount of all cash (other than restricted cash and restricted
investments) on hand, as would be shown on a balance sheet prepared as of the
date of determination all in accordance with GAAP, to the extent such cash
exceeds $40,000,000. The term "Total Funded Debt" shall include, without
limitation, Mortgage Loans, Convertible

                                       26
<PAGE>

Subordinated Debentures, ElderCare Subordinated Notes, and the principal portion
of any synthetic lease entered into by the Borrower or any of its Consolidated
Subsidiaries.

            "Total Leverage Ratio" subject to Section 13.22 hereof, shall mean,
at any date for which such ratio is to be determined, the ratio of Total Funded
Debt of the Borrower and its Consolidated Subsidiaries at such date to
Consolidated EBITDA for the most recent Rolling Four Quarter period. For
purposes of calculating the Total Leverage Ratio, Consolidated EBITDA shall be
calculated on a pro forma basis in accordance with Regulation S-X under the
Exchange Act to give effect to any Permitted Acquisition consummated during the
applicable Rolling Four Quarters as if such Permitted Acquisition were
consummated on the first day of such Rolling Four Quarters.

            "Tranche" when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit
Loans or Swingline Loans.

            "TRICARE" shall mean, collectively, a program of medical benefits
covering former and active members of the uniformed services and certain of
their dependents, financed and administered by the United States Departments of
Defense, Health and Human Services and Transportation, which program was
formerly known as the Civilian Health and Medical Program of the Uniformed
Services (CHAMPUS), and all laws, rules, regulations, manuals, orders and
administrative, reimbursement and other guidelines of all Governmental
Authorities promulgated in connection with such program (whether or not having
the force of law), in each case as the same may be amended, supplemented or
otherwise modified from time to time.

            "TRICARE Receivable" shall mean a Receivable payable to a Credit
Party pursuant to TRICARE.

            "UCC" shall mean the Uniform Commercial Code as in effect in the
State of New York from time to time.

            "Uniform Customs" shall have the meaning given to such term in
Section 2.18(c) hereof.

            "Unrestricted Subsidiary" shall mean those Subsidiaries listed on
Schedule 3.7(b) hereto and any other Subsidiary of any Credit Party designated
by the Borrower as an Unrestricted Subsidiary in a written notice to the
Administrative Agent; provided, however, that (i) after giving effect to such
designation, no Default or Event of Default shall be continuing at the time of
such designation or on a pro forma basis as of the most recent date for which a
compliance certificate has been delivered pursuant to Section 5.1(a)(iii) hereof
and (ii) any Credit Party may elect that any Unrestricted Subsidiary no longer
remain an Unrestricted Subsidiary by providing written notice thereof to the
Administrative Agent along with an Instrument of Assumption and Joinder executed
by such former Unrestricted Subsidiary, appropriate UCC-1 financing statements,
certificates representing all Pledged Securities owned by such former
Unrestricted Subsidiary together with an undated stock power executed in blank,
corporate documents to the extent set forth in Section 4.1(a) and, upon request,
written opinions of counsel (which may be an employee of, or counsel for, a
Credit Party) in form and substance

                                       27
<PAGE>

reasonably satisfactory to the Administrative Agent; provided, further, that
after giving effect to such election, no Default or Event of Default shall be
continuing at the time of such election or on a pro forma basis as of the most
recent date for which a compliance certificate has been delivered pursuant to
Section 5.1(a)(iii) hereof.

            "Unused Commitment Fee" shall have the meaning given to such term in
Section 2.7(a) hereof.

            "Unused Commitment Fee Rate" shall mean (i) if the Total Leverage
Ratio is greater than or equal to 2.25:1.00, 0.50% per annum and (ii) if the
Total Leverage Ratio is less than 2.25:1.00, 0.375% per annum. The Unused
Commitment Fee Rate shall, in each case, be determined and adjusted quarterly on
each Adjustment Date. Such Unused Commitment Fee Rate shall be effective from
such Adjustment Date until the next such Adjustment Date. After the Closing
Date, if the Borrower shall fail to provide any of the financial information or
certifications in accordance with the provisions of Section 5.1(a), the Unused
Commitment Fee Rate shall, on the date five (5) Business Days after the date by
which the Credit Parties were so required to provide such financial information
or certifications to the Administrative Agent and the Lenders, be set at the
highest Unused Commitment Fee Rate set forth above until such time as such
information or certifications are provided, whereupon the Unused Commitment Fee
Rate shall be determined by the then current Total Leverage Ratio.

            "Weighted Average Life to Maturity" shall mean, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding principal amount of such Indebtedness into (b) the total of the
product obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity in respect thereof by (ii) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment.

2.    THE LOANS

            SECTION 2.1 Revolving Credit Loans. (a) Each Lender, severally and
not jointly, agrees, upon the terms and subject to the conditions hereinafter
set forth, to make loans (each a "Revolving Credit Loan" and collectively, the
"Revolving Credit Loans") to the Borrower on any Business Day and from time to
time from the Closing Date to but excluding the Commitment Termination Date,
each in a principal amount which when added to the aggregate principal amount of
all Revolving Credit Loans then outstanding to the Borrower from such Lender,
plus such Lender's Percentage of the then current L/C Exposure, plus such
Lender's Percentage of the aggregate principal amount of all Swingline Loans
then outstanding, does not exceed such Lender's Commitment (after giving effect
to all Revolving Credit Loans and Swingline Loans repaid and all reimbursements
of Letters of Credit made concurrently with the making of any Revolving Credit
Loans).

            (b) The Revolving Credit Loans may be used to finance Fees and other
expenses incurred in connection with this Credit Agreement and for general
corporate purposes (including

                                       28
<PAGE>

working capital expenditures and acquisitions permitted under Section 6.6(b)
hereof) in accordance with the provisions of this Credit Agreement.

            (c) Each Revolving Credit Loan requested hereunder on any date shall
be made by each Lender ratably in accordance with its Percentage of the Total
Commitment.

            (d) Subject to the terms and conditions of this Credit Agreement, at
any time prior to the Commitment Termination Date, the Borrower may borrow,
repay and re-borrow amounts constituting the Revolving Credit Loans.

            SECTION 2.2 Disbursement of Funds and Notice of Borrowing of
Revolving Credit Loans. (a) The Borrower shall give the Administrative Agent
prior written, facsimile or telephonic (promptly confirmed in writing) notice of
each Borrowing of Revolving Credit Loans hereunder; such notice shall be
irrevocable and to be effective, must be received by the Administrative Agent
not later than 12:00 noon (Eastern time), (i) in the case of Base Rate Loans, on
the Business Day on which such Loan is to be made and (ii) in the case of
Eurodollar Loans, on the third Business Day preceding the date on which such
Loan is to be made. Each such written notice or written confirmation of
telephonic notice shall be given in substantially the form of the Borrowing
Certificate appropriately completed to specify (A) the amount of the proposed
Borrowing, (B) the date thereof (which shall be a Business Day) and (C) whether
the Loan(s) then being requested are to be (or what portion or portions thereof
are to be) a Base Rate Loan or a Eurodollar Loan and the Interest Period or
Interest Periods with respect thereto in the case of Eurodollar Loans. In the
case of a Eurodollar Loan, if no election of an Interest Period is specified in
such notice, such notice shall be deemed a request for an Interest Period of one
month. If no election is made as to the Interest Rate Type of any Loan, such
notice shall be deemed a request for a Base Rate Loan.

            (b) The Administrative Agent shall promptly notify each Lender of
its proportionate share of each Borrowing, the date of such Borrowing, the
Interest Rate Type of each Loan being requested and the Interest Periods
applicable thereto. On the borrowing date specified in such notice, each Lender
shall make its proportionate share of the Borrowing available at the office of
the Administrative Agent, 201 South College Street, Charlotte, NC 28288,
Attention: Syndication Agency Services for credit to Genesis HealthCare
Corporation and in each case, no later than 2:00 p.m. Eastern time in the case
of a Borrowing consisting of Base Rate Loans and 1:00 p.m. Eastern time in the
case of a Borrowing consisting of Eurodollar Loans, in Federal or other
immediately available funds (provided that the Swingline Loans shall be made as
provided in Section 2.3).

            (c) Notwithstanding any provision to the contrary in this Credit
Agreement, the Borrower shall not, in any notice of Borrowing under this Section
2.2 request any Eurodollar Loan which, if made, would result in an aggregate of
more than seven (7) separate Eurodollar Loans of any Lender being outstanding
hereunder at any one time. For purposes of the foregoing, Eurodollar Loans
having Interest Periods commencing and ending on the same days shall be
considered one (1) single Eurodollar Loan.

            (d) The aggregate amount of any Borrowing of a Loan consisting of a
Eurodollar Loan shall be in a minimum aggregate principal amount of $5,000,000
or such greater amount

                                       29
<PAGE>

which is an integral multiple of $1,000,000, and the aggregate amount of any
Borrowing of a Loan consisting of a Base Rate Loan (other than a Swingline Loan)
shall be in a minimum aggregate principal amount of $2,000,000 or such greater
amount which is an integral multiple of $1,000,000 (or such lesser amount as
shall equal (i) the available but unused portion of the Total Commitment then in
effect or (ii) the amount necessary to fund a drawing under a Letter of Credit).
The aggregate amount of any Borrowing of a Swingline Loan shall be in a minimum
aggregate principal amount of $250,000 or such greater amount which is an
integral multiple of $50,000.

            (e) The Administrative Agent shall disburse the proceeds of Loans by
depositing them (other than a Revolving Credit Loan or Swingline Loan used to
fund a drawing under a Letter of Credit) on the date of the Borrowing in an
account of the Borrower as the Borrower may specify to the Administrative Agent
in writing.

            SECTION 2.3 Swingline Loans. (a) Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make loans (each a "Swingline
Loan", and collectively, the "Swingline Loans") to the Borrower from time to
time from the Closing Date to but excluding the Commitment Termination Date, in
an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of outstanding Swingline Loans exceeding
$10,000,000 or (ii) the aggregate principal amount of all Revolving Credit Loans
then outstanding plus the aggregate L/C Exposure then existing plus the
aggregate principal amount of all Swingline Loans then outstanding exceeding the
Total Commitment; provided that the Swingline Lender shall not be required to
make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, repay and reborrow Swingline Loans.

            (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by facsimile), not
later than 12:00 noon, Eastern time, on the day of a proposed Swingline Loan.
Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall disburse the
proceeds of each Swingline Loan by depositing them on the date of the Borrowing
in an account of the Borrower as the Borrower may specify to the Administrative
Agent in writing by 3:00 p.m., Eastern time, on the requested date of such
Swingline Loan.

            (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., Eastern time, on any Business
Day require the Lenders to acquire participations on such Business Day in all or
a portion of the Swingline Loans outstanding. Such notice shall specify the
aggregate amount of Swingline Loans in which Lenders will participate. Promptly
upon receipt of such notice, the Administrative Agent will give notice thereof
to each Lender, specifying in such notice such Lender's ratable portion of such
Swingline Loan or Loans (in accordance with its respective Percentage of the
Total Commitment). Each Lender hereby absolutely and unconditionally agrees,
upon receipt of notice as provided above, to pay to the Administrative Agent,
for the account of the Swingline Lender, such Lender's ratable portion of such
Swingline Loan or Loans (in accordance with its respective Percentage). Each
Lender acknowledges and agrees that its obligation to acquire

                                       30
<PAGE>

participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Lender shall
comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.2(b) with respect
to Loans made by such Lender (and Section 2.2(b) shall apply, mutatis mutandis,
to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Lenders that
shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear; provided that any such payment so
remitted shall be repaid to the Swingline Lender or to the Administrative Agent,
as applicable, if and to the extent such payment is required to be refunded to
the Borrower for any reason. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any default in the
payment thereof.

            SECTION 2.4 Interest Rate Type of the Loans. Each Loan shall be
either a Base Rate Loan or Eurodollar Loan (each such type of Loan, an "Interest
Rate Type") as the Borrower may request either (i) in its notice of Borrowing
delivered to the Administrative Agent pursuant to Section 2.2(a) hereof or (ii)
as such Loan may be continued or converted pursuant to the provisions of Section
2.11 hereof; provided that each Swingline Loan shall be a Base Rate Loan.
Subject to Sections 2.13(d) and 2.15(g) hereof, each Lender may at its option
fulfill its obligations hereunder with respect to any Eurodollar Loan by causing
a foreign Lending Office to make such Loan; provided, that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms hereof and of any note evidencing such Loan. Subject
to the other provisions of Section 2.2, Section 2.10(b) and Section 2.14, Loans
of more than one Interest Rate Type may be outstanding at the same time.

            SECTION 2.5 Repayment; Evidence of Debt; Administration. (a) The
Loans shall be subject to voluntary prepayment as provided in Section 2.9
hereof, and acceleration as provided in Article 7 hereof.

            (b) The outstanding principal balance of the Revolving Credit Loans
shall be payable in full on the Commitment Termination Date.

            (c) The outstanding principal balance of the Swingline Loans shall
be payable in full on the earlier of (i) the Commitment Termination Date and
(ii) thirty (30) days after such Swingline Loan is made; provided that on each
day a Revolving Credit Loan is made, the Borrower shall repay all
then-outstanding Swingline Loans.

                                       31
<PAGE>

            (d) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

            (e) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each outstanding Loan hereunder, the Interest
Rate Type thereof and the Interest Period applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

            (f) The entries made in the accounts maintained pursuant to
paragraph (c) or (d) of this Section 2.5 shall be prima facie evidence of the
existence and amounts of the Obligations recorded therein; provided, however,
that the failure of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans and other Obligations in accordance with the
terms of this Credit Agreement.

            (g) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall promptly prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns), in
substantially the form of Exhibit E hereto. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 13.3 hereof) be represented by one or more
promissory notes in such form payable to the order of the payee named therein.

            (h) All amounts received by the Administrative Agent from or on
behalf of the Borrower as a payment or prepayment of, or interest on, the
Revolving Credit Loans shall be applied among the Lenders holding the Revolving
Credit Loans ratably in accordance with the outstanding Revolving Credit Loans
owed to each such Lender.

            SECTION 2.6 Interest. (a) In the case of a Base Rate Loan, interest
shall be payable at a rate per annum (computed on the basis of the actual number
of days elapsed over a year of 360 days) equal to the Base Rate plus the
Applicable Interest Margin. Interest shall be payable in arrears on each Base
Rate Loan on each Interest Payment Date and on the Commitment Termination Date.

            (b) In the case of a Eurodollar Loan, interest shall be payable at a
rate per annum (computed on the basis of the actual number of days elapsed over
a year of 360 days) equal to the Adjusted LIBO Rate plus the Applicable Interest
Margin. Interest shall be payable on each Eurodollar Loan on each Interest
Payment Date and on the Commitment Termination Date. The Administrative Agent
shall determine the applicable Adjusted LIBO Rate for each Interest Period as
soon as practicable on the date when such determination is to be made in respect
of such Interest Period and shall promptly notify the Borrower and the Lenders
of the applicable interest rate so determined. Such determination shall be
conclusive absent manifest error.

                                       32
<PAGE>

            (c) Interest in respect of any Loan hereunder shall accrue from and
including the date of such Loan to but excluding the date on which such Loan is
paid or, if applicable, converted to a Loan of a different Interest Rate Type.

            (d) Anything in this Credit Agreement or in any note evidencing any
Loan hereunder to the contrary notwithstanding, the interest rate on the Loans
or with respect to any drawing under a Letter of Credit shall in no event be in
excess of the maximum rate permitted by Applicable Law.

            SECTION 2.7 Unused Commitment Fees, Facility Fee and Other Fees. (a)
The Borrower agrees to pay to the Administrative Agent for the account of each
Lender quarterly in arrears on the last Business Day of each March, June,
September and December (commencing the last Business Day of March 2005) prior to
the Commitment Termination Date, on the date of any termination or reduction of
the Total Commitment, and on the Commitment Termination Date, a fee (the "Unused
Commitment Fee") at a rate per annum equal to the then applicable Unused
Commitment Fee Rate on the average daily amount by which such Lender's
Commitment exceeds the sum of the principal balance of such Lender's Revolving
Credit Loans outstanding plus such Lender's Percentage of the L/C Exposure
during the period then ended. Such Unused Commitment Fees shall be computed on
the basis of the actual number of days elapsed over a year of 360 days, shall
commence to accrue on the Closing Date and shall cease to accrue on the
Commitment Termination Date.

            (b) The Borrower agrees to pay to the applicable party, on the
Closing Date, any and all Fees, expenses and other amounts that are then due and
payable pursuant to the Fee Letter and, thereafter, any and all Fees, expenses
and other amounts payable thereunder when due and payable.

            SECTION 2.8 Termination and/or Reduction of the Total Commitment.
(a) Upon at least three (3) Business Days' prior written, facsimile or
telephonic notice (provided, that such telephonic notice is immediately followed
by written confirmation) to the Administrative Agent, the Borrower may at any
time in whole permanently terminate, or from time to time in part permanently
reduce, the Total Commitment. In the case of a partial reduction, each such
reduction shall be in a minimum aggregate principal amount of $5,000,000 or an
integral multiple thereof; provided, however, that the Total Commitment may not
be reduced to an amount less than the aggregate principal amount of all
Revolving Credit Loans and Swingline Loans then outstanding, plus the then
current L/C Exposure.

            (b) Any partial reduction of the Total Commitment hereunder shall be
made among the Lenders in accordance with their respective Percentages of the
Total Commitment.

            (c) Simultaneously with each termination or reduction of the Total
Commitment, the Borrower shall pay to the Administrative Agent for the benefit
of the Lenders all accrued and unpaid Unused Commitment Fees on the amount of
the Total Commitment so terminated or reduced through the date of such
termination or reduction.

            SECTION 2.9 Voluntary Prepayments. (a) The Borrower shall have the
right at its option at any time and from time to time to prepay (i) any Base
Rate Loan (other than the

                                       33
<PAGE>

Swingline Loan), in whole or in part, upon same day prior written, facsimile, or
telephonic (promptly confirmed in writing) notice to the Administrative Agent
received not later than 11:30 a.m. (Eastern time) on such day, in the principal
amount of $2,000,000 or such greater amount which is an integral multiple of
$1,000,000 if prepaid in part, (ii) any Eurodollar Loan, in whole or in part,
upon same day prior written, facsimile, or telephonic (promptly confirmed in
writing) notice received not later than 11:30 a.m. (Eastern time) on such day,
in the principal amount of $5,000,000 or such greater amount which is an
integral multiple of $1,000,000 if prepaid in part, (iii) any Swingline Loan, in
whole or in part, by providing written, telephonic (promptly confirmed in
writing) or facsimile notice to the Administrative Agent and the Swingline
Lender no later than 12:00 noon, Eastern time, on the day of such prepayment, in
the minimum principal amount of $250,000; provided, that in the case of
Eurodollar Loans the Borrower pays any amounts required to be paid under Section
2.12 as a result of such prepayment. Each notice of prepayment shall specify the
prepayment date, each Loan to be prepaid and the principal amount thereof, shall
be irrevocable and shall commit the Borrower to prepay each such Loan in the
amount and on the date stated therein.

            SECTION 2.10 Default Interest; Alternate Rate of Interest. (a) In
the event that, and for so long as, (i) any Event of Default described in
Section 7.1(h) or Section 7.1(i) hereof shall have occurred and be continuing,
or (ii) any other Event of Default shall have occurred and be continuing and the
Borrower shall have received written notice from the Administrative Agent that
the default rate shall be in effect, the Borrower shall on demand from time to
time pay interest, to the extent permitted by Applicable Law, on all Loans and
overdue amounts outstanding up to (but not including) the date of actual payment
of such Loan or overdue amount (after as well as before judgment) (i) for the
remainder of the then current Interest Period for each Eurodollar Loan, at 2% in
excess of the rate then in effect for each such Eurodollar Loan, (ii) for all
periods subsequent to the then current Interest Period for each Eurodollar Loan
and for all Base Rate Loans, at 2% in excess of the rate then in effect for Base
Rate Loans and (iii) for all other overdue amounts hereunder, at 2% in excess of
the rate then in effect for Base Rate Loans.

            (b) In the event, and on each occasion, that on or before the day on
which the Adjusted LIBO Rate for a Eurodollar Loan is to be determined as set
forth herein, (i) the Administrative Agent shall have received notice from any
Lender of such Lender's determination (which determination, absent manifest
error, shall be conclusive) that Dollar deposits in an amount equal to the
principal amount of such Lender's Eurodollar Loan are not generally available in
the London Interbank Market or that the rate at which such Dollar deposits are
being offered will not adequately and fairly reflect the cost to such Lender of
making or maintaining the principal amount of such Lender's Eurodollar Loan
during the applicable Interest Period or (ii) the Administrative Agent shall
have determined that reasonable means do not exist for ascertaining the
applicable Adjusted LIBO Rate, the Administrative Agent shall, as soon as
practicable thereafter, give written or facsimile notice of such determination
by such Lender or the Administrative Agent to the Borrower and the Lenders and
any request by the Borrower for a Eurodollar Loan pursuant to Section 2.2 or
conversion to or continuation as a Eurodollar Loan pursuant to Section 2.11,
made after receipt of such notice and until the circumstances giving rise to
such notice no longer exist, shall be deemed to be a request for a Base Rate
Loan; provided, however, that in the circumstances described in clause (i)
above, such deemed request shall only apply to the affected Lender's portion
thereof.

                                       34
<PAGE>

            SECTION 2.11 Continuation and Conversion of Loans. The Borrower
shall have the right, at any time, (i) to convert any Eurodollar Loan or portion
thereof to a Base Rate Loan or to continue any Eurodollar Loan for a successive
Interest Period, or (ii) to convert any Base Rate Loan (other than a Swingline
Loan) or portion thereof to a Eurodollar Loan, subject to the following:

            (a) at least three (3) Business Days prior to any conversion or
continuation hereunder, the Borrower shall give the Administrative Agent
written, facsimile or telephonic (promptly confirmed in writing) notice with
respect thereto; such notice shall be irrevocable and to be effective, must be
received by the Administrative Agent on the day required not later than 11:30
a.m. Eastern time;

            (b) unless the Required Lenders otherwise consent, no Event of
Default shall have occurred and be continuing at the time of any conversion to a
Eurodollar Loan or continuation of a Eurodollar Loan into a subsequent Interest
Period;

            (c) the aggregate principal amount of Loans continued as, or
converted to, Eurodollar Loans as part of the same continuation or conversion,
shall be in a minimum amount of $5,000,000 or in such greater amount which is an
integral multiple of $1,000,000;

            (d) if fewer than all Loans at the time outstanding shall be
continued or converted, such continuation or conversion shall be made pro rata
among the Lenders in accordance with the respective principal amount of such
Loans held by the Lenders immediately prior to such continuation or conversion;

            (e) no Base Rate Loan (or portion thereof) may be converted to a
Eurodollar Loan and no Eurodollar Loan may be continued as a Eurodollar Loan if,
after such conversion or continuation, and after giving effect to any concurrent
prepayment of Loans, an aggregate of more than the number of separate Eurodollar
Loans permitted under Section 2.2(c) hereof would be outstanding hereunder;

            (f) the Interest Period with respect to a new Eurodollar Loan
effected by a continuation or conversion shall commence on the date of such
continuation or conversion;

            (g) if a Eurodollar Loan is converted to a Base Rate Loan other than
on the last day of the Interest Period with respect thereto, the amounts
required by Section 2.12 shall be paid upon such conversion;

            (h) accrued interest on a Eurodollar Loan (or portion thereof) being
converted to a Base Rate Loan shall be paid by the Borrower at the time of
conversion; and

            (i) each request for a continuation as, or conversion to, a
Eurodollar Loan which fails to state an applicable Interest Period shall be
deemed to be a request for an Interest Period of one month.

Subject to the foregoing, in the event that the Borrower shall not give notice
to continue or convert any Eurodollar Loan as provided above, such Loan (unless
repaid) shall automatically be converted to a Base Rate Loan at the expiration
of the then current Interest Period. The

                                       35
<PAGE>

Administrative Agent shall, after it receives notice from the Borrower, promptly
give the Lenders notice of any continuation or conversion.

         SECTION 2.12 Reimbursement of Lenders. (a) The Borrower shall
reimburse each Lender on demand for any loss (excluding any loss of Applicable
Interest Margin) incurred or to be incurred by such Lender in the re-employment
of the funds released (i) by any prepayment or conversion (for any reason
whatsoever) of a Eurodollar Loan if such Loan is prepaid or converted prior to
the last day of the Interest Period for such Loan or (ii) in the event that
after the Borrower delivers a notice of borrowing under Section 2.2 or notice of
continuation or conversion under Section 2.11 in respect of a Eurodollar Loan,
such Loan is not made, continued or converted on the first day of the Interest
Period specified in the applicable notice for any reason other than (I) a
suspension or limitation under Section 2.10(b) of the right of the Borrower to
select a Eurodollar Loan or (II) a breach by such Lender of its obligation to
fund such Borrowing when it was otherwise required to do so hereunder. Such loss
shall be the amount as reasonably determined by such Lender as the excess, if
any, of (A) the amount of interest which would have accrued to such Lender on
the amount so paid or not borrowed, continued or converted at a rate of interest
equal to the interest rate applicable to such Loan pursuant to Section 2.6
hereof, for the period from the date of such payment or failure to borrow,
continue or convert to the last day (excluding the Applicable Interest Margin)
(x) in the case of a payment prior to the last day of the Interest Period for
such Loan, of the then current Interest Period for such Loan, or (y) in the case
of a failure to borrow, continue or convert, of the Interest Period for such
Loan which would have commenced on the date of such failure to borrow, continue
or convert, over (B) the amount realized by such Lender in re-employing the
funds not advanced or the funds received in prepayment or realized from the Loan
not so continued or converted during the period referred to above. Each Lender
shall deliver to the Borrower and to the Administrative Agent from time to time
one or more certificates setting forth the amount of such loss (and in
reasonable detail the manner of computation thereof) as determined by such
Lender, which certificates shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amounts shown on such certificate within ten
(10) days of the Borrower's receipt of such certificate.

            (b) In the event the Borrower fails to prepay any Loan on the date
specified in any prepayment notice delivered pursuant to Section 2.9, the
Borrower on demand by any Lender, shall pay to the Administrative Agent for the
account of such Lender any amounts required to compensate such Lender for any
actual loss incurred by such Lender as a result of such failure to prepay,
including, without limitation, any loss, cost or expenses incurred by reason of
the acquisition of deposits or other funds by such Lender to fulfill obligations
incurred in anticipation of such prepayment. Each Lender shall deliver to the
Borrower and to the Administrative Agent from time to time one or more
certificates setting forth the amount of such loss (and in reasonable detail the
manner of computation thereof) as determined by such Lender, which certificates
shall be conclusive absent manifest error. The Borrower shall pay the
Administrative Agent for the account of such Lender the amounts shown on such
certificate within ten (10) days of the Borrower's receipt of such certificate.

            SECTION 2.13 Change in Circumstances. (a) In the event that after
the Initial Date, any change in Applicable Law or in the interpretation or
administration thereof (including, without limitation, any request, guideline or
policy not having the force of law) by any

                                       36
<PAGE>

Governmental Authority charged with the administration or interpretation thereof
or, with respect to clauses (ii), (iii) or (iv) below any changes in conditions,
shall occur which shall:

            (i) subject any Lender to, or increase the net amount of, any tax,
      levy, impost, duty, charge, fee, deduction or withholding with respect to
      any Eurodollar Loan (other than withholding tax imposed by the United
      States of America or any political subdivision or taxing authority thereof
      or therein or any other tax, levy, impost, duty, charge, fee, deduction or
      withholding (x) that is measured with respect to the overall net income of
      such Lender or of a Lending Office of such Lender, and that is imposed by
      the United States of America, or by the jurisdiction in which such Lender
      or Lending Office is incorporated, in which such Lending Office is
      located, managed or controlled or in which such Lender has its principal
      office or a presence not otherwise connected with, or required by, this
      transaction (or any political subdivision or taxing authority thereof or
      therein), or (y) that is imposed solely by reason of any Lender failing to
      make a declaration of, or otherwise to establish, nonresidence, or to make
      any other claim for exemption, or otherwise to comply with any
      certification, identification, information, documentation or reporting
      requirements prescribed under the laws of the relevant jurisdiction, in
      those cases where a Lender may properly make such declaration or claim or
      so establish nonresidence or otherwise comply); or

            (ii) change the basis of taxation of any payment to any Lender of
      principal of or interest on any Eurodollar Loan or other fees and amounts
      payable to any Lender hereunder, or any combination of the foregoing,
      other than withholding tax imposed by the United States of America or any
      political subdivision or taxing authority thereof or therein or any other
      tax, levy, impost, duty, charge, fee, deduction or withholding that is
      measured with respect to the overall net income of such Lender or of a
      Lending Office of such Lender, and that is imposed by the United States of
      America, or by the jurisdiction in which such Lender or Lending Office is
      incorporated, in which such Lending Office is located, managed or
      controlled or in which such Lender has its principal office or a presence
      not otherwise connected with, or required by, this transaction (or any
      political subdivision or taxing authority thereof or therein); or

            (iii) impose, modify or deem applicable any reserve, deposit or
      similar requirement against any assets held by, deposits with or for the
      account of, or loans or commitments by, an office of such Lender with
      respect to any Eurodollar Loan; or

            (iv) impose upon such Lender or the London Interbank Market any
      other condition with respect to the Eurodollar Loans or this Credit
      Agreement;

and the result of any of the foregoing shall be to increase the actual cost to
such Lender of making or maintaining any Eurodollar Loan hereunder or to reduce
the amount of any payment (whether of principal, interest or otherwise) received
or receivable by such Lender in connection with any Eurodollar Loan hereunder,
or to require such Lender to make any payment in connection with any Eurodollar
Loan hereunder, in each case by or in an amount which such Lender in its sole
judgment shall deem material, then and in each case, the Borrower agrees to pay
to the Administrative Agent for the account of such Lender, in accordance with,
and as

                                       37
<PAGE>

provided in, paragraph (c) below, such amounts as shall be necessary to
compensate such Lender for such cost, reduction or payment.

            (b) If at any time and from time to time after the Initial Date, any
Lender shall have determined that the applicability of any law, rule, regulation
or guideline regarding capital adequacy which is adopted after the Initial Date,
or any change in any law, rule, regulation or guideline regarding capital
adequacy or in the interpretation or administration of any of the foregoing by
any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or the compliance by any Lender (or
any Lending Office of such Lender) or any Lender's holding company with any
request or directive issued after the Initial Date regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Credit Agreement or the Loans made or Letters of
Credit issued pursuant hereto to a level below that which such Lender or such
Lender's holding company could have achieved but for such applicability,
adoption, change or compliance (taking into consideration such Lender's policies
and the policies of such Lender's holding company with respect to capital
adequacy) by an amount deemed by such Lender in its sole judgment to be
material, then from time to time the Borrower agrees to pay to the
Administrative Agent for the account of such Lender, in accordance with, and as
provided in, paragraph (c) below, such additional amount or amounts as will
compensate such Lender or such Lender's holding company for any such reduction
suffered to the extent attributable to this Credit Agreement or the Loans made
or Letters of Credit issued pursuant hereto.

            (c) Each Lender shall deliver to the Borrower and to the
Administrative Agent from time to time one or more certificates setting forth
the amounts due to such Lender under paragraph (a) or (b) above, the changes as
a result of which such amounts are due and the manner of computing such amounts.
Each such certificate shall be conclusive in the absence of manifest error. The
Borrower shall pay to the Administrative Agent for the account of each such
Lender the amounts shown as due on any such certificate within ten (10) days
after the Borrower's receipt of the same. No failure on the part of any Lender
to demand compensation under paragraph (a) or (b) above on any one occasion
shall constitute a waiver of its right to demand such compensation on any other
occasion. The protection of this Section 2.13 shall be available to each Lender
regardless of any possible contention of the invalidity or inapplicability of
any law, regulation or other condition which shall give rise to any demand by
such Lender for compensation hereunder.

            (d) Each Lender agrees that after it becomes aware of the occurrence
of an event or the existence of a condition that (i) would cause it to incur any
increased cost hereunder or render it unable to perform its agreements hereunder
for the reasons specifically set forth in Section 2.10(b), this Section 2.13,
Section 2.14 or Section 2.18(g) or (ii) would require the Borrower to pay an
increased amount under Section 2.10(b), this Section 2.13, Section 2.14 or
Section 2.18(g), it will use reasonable efforts to notify the Borrower in
writing of such event or condition and, to the extent not inconsistent with such
Lender's internal policies, will use its reasonable efforts to make, fund or
maintain the affected Loans of such Lender, or if applicable, participate in
Letters of Credit as required by Section 2.18, through another Lending Office of
such Lender if as a result thereof the additional monies which would otherwise
be required to be

                                       38
<PAGE>

paid or the reduction of amounts receivable by such Lender hereunder in respect
of such Loans, Letters of Credit or participations therein would be materially
reduced, or such inability to perform would cease to exist, or the increased
costs which would otherwise be required to be paid in respect of such Loans,
Letters of Credit or participations pursuant to Section 2.10(b), this Section
2.13, Section 2.14 or Section 2.18 would be materially reduced or the taxes or
other amounts otherwise payable under Section 2.10(b), this Section 2.13,
Section 2.14 or Section 2.18 would be materially reduced, and if, as determined
by such Lender, in its sole discretion, the making, funding or maintaining of
such Loans, Letters of Credit or participations therein through such other
Lending Office would not otherwise materially adversely affect such Loans,
Letters of Credit or participations therein or such Lender.

            (e) If the Borrower shall receive notice from any Lender that
Eurodollar Loans are no longer available from such Lender pursuant to Section
2.14, that amounts are due to such Lender pursuant to subparagraph (c) hereof,
that any of the events designated in subparagraph (d) hereof have occurred, or
that an event has occurred that would cause the Borrower to pay any amount
pursuant to clause (c) of Section 2.15, the Borrower may (but subject in any
such case to the payments required by this Credit Agreement, including, without
limitation Section 2.12 hereof), upon at least five (5) Business Days' prior
written or facsimile notice to such Lender and the Administrative Agent, but not
more than thirty (30) days after receipt of notice from such Lender, identify to
the Administrative Agent a lending institution ("Purchasing Lender") reasonably
acceptable to the Borrower and the Administrative Agent (and that qualifies as
an Eligible Assignee), which will purchase (for an amount, in immediately
available funds, equal to the principal amount of outstanding Loans payable to
such Lender, plus all accrued but unpaid interest and fees payable to such
Lender) the Commitments (if applicable), the amount of outstanding Loans and
participations in Letters of Credit (if applicable), from the Lender providing
such notice, and such Lender shall thereupon assign its Commitments (if
applicable), its participations in Letters of Credit (if applicable) and any
Loans owing to such Lender, and any notes held by such Lender to such Purchasing
Lender pursuant to Section 13.3 hereof.

            SECTION 2.14 Change in Legality. (a) Notwithstanding anything to the
contrary contained elsewhere in this Credit Agreement, if any change after the
date hereof in Applicable Law, guideline or order, or in the interpretation
thereof by any Governmental Authority charged with the administration thereof,
shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or
to give effect to its obligations as contemplated hereby with respect to a
Eurodollar Loan, then, by written notice to the Borrower and the Administrative
Agent, such Lender may (i) declare that Eurodollar Loans will not thereafter be
made by such Lender hereunder and/or (ii) require that, subject to Section 2.12,
all outstanding Eurodollar Loans made by it be converted to Base Rate Loans,
whereupon all of such Eurodollar Loans shall automatically be converted to Base
Rate Loans, as of the effective date of such notice as provided in paragraph (b)
below. Such Lender's pro rata portion of any subsequent Eurodollar Loan shall,
instead, be a Base Rate Loan unless such declaration is subsequently withdrawn.

            (b) A notice to the Borrower by any Lender pursuant to paragraph (a)
above shall be effective for purposes of clause (ii) thereof, if lawful, on the
last day of the current Interest Period for each outstanding Eurodollar Loan;
and in all other cases, on the date of receipt of such notice by the Borrower.

                                       39
<PAGE>

            SECTION 2.15 United States Withholding. (a) Prior to the Closing
Date, and prior to the effective date set forth in the Assignment and Acceptance
with respect to any Lender becoming a Lender after the date hereof, and from
time to time thereafter if requested by the Borrower or the Administrative Agent
or required because, as a result of a change in law or a change in circumstances
or otherwise, a previously delivered form or statement becomes incomplete or
incorrect in any material respect, each Lender shall provide, if applicable, the
Administrative Agent and the Borrower with two (2) complete, accurate and duly
executed original Forms W-9, W-8BEN or W-8ECI or other statements prescribed by
the Internal Revenue Service of the United States certifying such Lender's
exemption from, or entitlement to a reduced rate of, United States withholding
taxes (including backup withholding taxes) with respect to all payments to be
made to such Lender hereunder and under any other Fundamental Document. In
addition, in those circumstances as shall be necessary to allow payments
hereunder to be made free of (or at a reduced rate of) withholding tax, the
Administrative Agent (or any successor agent) shall provide the Borrower with
two (2) complete, accurate and duly executed original Forms W-8IMY or other
applicable statements prescribed by the Internal Revenue Service of the United
States.

            (b) The Borrower or the Administrative Agent shall be entitled to
deduct and withhold any and all present or future taxes or withholdings, and all
liabilities with respect thereto, from payments to a Lender hereunder or under
any other Fundamental Document, if and to the extent that the Borrower or the
Administrative Agent in good faith determines that such deduction or withholding
is required by the law of the United States, including, without limitation, any
applicable treaty of the United States. In the event the Borrower or the
Administrative Agent shall so determine that deduction or withholding of taxes
is required, it shall advise the affected Lender as to the basis of such
determination prior to actually deducting and withholding such taxes. In the
event the Borrower or the Administrative Agent shall so deduct or withhold taxes
from amounts payable hereunder, it (i) shall pay to, or deposit with, the
appropriate taxing authority in a timely manner the full amount of taxes it has
deducted or withheld; (ii) shall provide to each Lender from whom taxes were
deducted or withheld, evidence of payment of such taxes to, or the deposit
thereof with, the appropriate taxing authority and a statement setting forth the
amount of taxes deducted or withheld, the applicable rate, and any other
information or documentation reasonably requested by such Lender; and (iii)
shall forward to each such Lender any official tax receipts or other
documentation with respect to the payment or deposit of the deducted or withheld
taxes as may be issued from time to time by the appropriate taxing authority.
Unless the Borrower and the Administrative Agent have received forms or other
documents as required by Section 2.15(a) that are satisfactory to them
indicating that payments hereunder or under any note evidencing the Loans
hereunder are not subject to United States withholding tax or are subject to
such tax at a rate reduced by an applicable tax treaty, the Borrower or the
Administrative Agent may withhold taxes from such payments at the applicable
statutory rate in the case of payments to or for any Lender.

            (c) Each Lender agrees (i) that as between it and the Borrower or
the Administrative Agent, such Lender shall be the Person to deduct and withhold
taxes, and to the extent required by law, it shall deduct and withhold taxes on
amounts that such Lender may remit to any other Person(s) by reason of any
undisclosed transfer or assignment of an interest in this Credit Agreement to
such other Person(s) pursuant to Section 13.3; and (ii) to indemnify the
Borrower and the Administrative Agent and any officers, directors, partners,
limited liability

                                       40
<PAGE>

company members, agents, employees or representatives of the Borrower or the
Administrative Agent against, and to hold them harmless from, any tax, interest,
additions to tax, penalties, reasonable counsel and accountants' fees,
disbursements or payments arising from the assertion by any appropriate taxing
authority of any claim against them relating to a failure to withhold taxes as
required by law with respect to amounts described in clause (i) of this
paragraph (c) or arising from the reliance by the Borrower or the Administrative
Agent on any form or other document furnished by such Lender and purporting to
establish a basis for not withholding, or for withholding at a reduced rate,
taxes with respect to payments hereunder or under any other Fundamental
Document.

            (d) Each assignee of a Lender's interest in this Credit Agreement in
conformity with Section 13.3 shall be bound by this Section 2.15, so that such
assignee will have all of the obligations and provide all of the forms and
statements and all indemnities, representations and warranties required to be
given under this Section 2.15.

            (e) Notwithstanding the foregoing, in the event that any withholding
taxes shall become payable solely as a result of any change in any statute,
treaty, ruling, determination or regulation occurring after the Initial Date in
respect of any sum payable hereunder or under any other Fundamental Document to
any Lender or to the Administrative Agent the sum payable by the Borrower shall
be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.15) such Lender or the Administrative Agent (as the case may be) receives an
amount equal to the sum it would have received had no such withholding
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with Applicable Law and (iv) the Borrower shall
forward to such Lender or the Administrative Agent (as the case may be) the
official tax receipts or other documentation pursuant to and as set forth in
Section 2.15(b). In addition, the Borrower shall indemnify each Lender and the
Administrative Agent for any additional withholding taxes paid by such Lender or
the Administrative Agent, as the case may be, or any liability (including
penalties and interest) arising therefrom or with respect thereto, whether or
not such additional withholding taxes were correctly or legally asserted.

            (f) In the event that a Lender or the Administrative Agent receives
a refund of or credit for taxes withheld or paid pursuant to this Section 2.15,
which credit, refund, deduction, or other tax benefit is identifiable by such
Lender or the Administrative Agent (as applicable) as being a result of taxes
withheld or paid in connection with sums payable hereunder or under any other
Fundamental Document, such Lender or the Administrative Agent (as applicable)
shall promptly notify the Administrative Agent and the Borrower and shall remit
to the Borrower the amount of such refund, credit, deduction, or other tax
benefit allocable to payments made hereunder or under any other Fundamental
Document.

            (g) Each Lender agrees that after it becomes aware of the occurrence
of an event that would cause the Borrower to pay any amount pursuant to clause
(e) of this Section 2.15, it will use reasonable efforts to notify the Borrower
of such event and, to the extent not inconsistent with such Lender's internal
policies, will use its reasonable efforts to make, fund or maintain the affected
Loans of such Lender through another Lending Office of such Lender if as a
result thereof the additional monies which would otherwise be required to be
paid by reason of

                                       41
<PAGE>

Section 2.15(e) in respect of such Loans would be materially reduced, and if, as
determined by such Lender, in its discretion, the making, funding or maintaining
of such Loans through such other Lending Office would not otherwise materially
adversely affect such Loans or such Lender.

            (h) For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate forms pursuant to Section 2.15(a)
(unless such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which a form originally was required to be provided),
such Lender shall not be entitled to indemnification under Section 2.15(e);
provided, however, that should a Lender, which is otherwise exempt from or
subject to a reduced rate of withholding tax, become subject to taxes because of
its failure to deliver a form required hereunder, the Borrower shall take such
steps as such Lender shall reasonably request to assist such Lender to recover
such taxes.

            SECTION 2.16 Interest Adjustments. If the provisions of this Credit
Agreement or any note evidencing any of the Loans hereunder would at any time
require payment by the Borrower to a Lender of any amount of interest in excess
of the maximum amount then permitted by the law applicable to any Loan, the
applicable interest payments to that Lender in connection with such Loan shall
be reduced to the extent and in such a manner as is necessary in order that such
Lender shall not receive interest in excess of such maximum amount. If, as a
result of the foregoing, a Lender shall receive interest payments hereunder with
respect to a Loan or under a note evidencing such Loan in an amount less than
the amount otherwise provided hereunder, such deficit (hereinafter called the
"Interest Deficit") will, to the fullest extent permitted by Applicable Law,
cumulate and will be carried forward (without interest) until the Facility
Termination Date (except to the extent paid pursuant to the immediately
succeeding sentence). Interest otherwise payable to a Lender hereunder with
respect to such Loan and under any note evidencing such Loan for any subsequent
period shall be increased by the maximum amount of the Interest Deficit that may
be so added without causing such Lender to receive interest in excess of the
maximum amount then permitted by Applicable Law.

            The amount of any Interest Deficit relating to any Loan and any note
evidencing such Loan shall be treated as a prepayment premium and shall, to the
fullest extent permitted by Applicable Law, be paid in full at the time of any
optional prepayment by the Borrower to the Lenders of all the Loans within the
applicable Tranche at that time outstanding pursuant to Section 2.9 hereof. The
amount of any Interest Deficit relating to a Loan and any note at the time of
any complete payment of the Loans within the applicable Tranche at that time
outstanding (other than an optional prepayment thereof pursuant to Section 2.9
hereof) shall be canceled and not paid.

            SECTION 2.17 Manner of Payments. All payments of principal and
interest by the Borrower in respect of any Loans shall be allocated pro rata
among the Lenders holding such Loans in accordance with the then outstanding
principal amounts of such Loans held by them. All payments by the Borrower
hereunder and under any notes evidencing the Loans hereunder shall be made
without offset, counterclaim, recoupment, defense, setoff or other deduction in
Dollars, in Federal or other immediately available funds, at the office of the
Administrative Agent, 201 South College Street, Charlotte, NC 28288, Attention:
Syndication Agency Services, for credit to Genesis HealthCare Corporation, no
later than 1:00 p.m. (Eastern time), on

                                       42
<PAGE>

the date on which such payment shall be due (except for payments to be made
directly to the Issuing Bank or the Swingline Lender as expressly provided
herein). Any payment received at such office after such time shall be deemed
received on the following Business Day. The Administrative Agent shall
distribute any payment received by it for the account of any Lender to such
Lender promptly following receipt thereof.

            SECTION 2.18 Letters of Credit. (a) (i) Upon the terms and subject
to the conditions hereof and of Applicable Law, the Issuing Bank agrees, upon
the request of the Borrower, to issue Letters of Credit (and to extend Letters
of Credit previously issued hereunder) payable in Dollars from time to time
after the Closing Date and prior to the Commitment Termination Date; provided,
however, that (A) the Borrower shall not request, and the Issuing Bank shall not
issue, any Letter of Credit if, after giving effect thereto, the sum of the then
current L/C Exposure, plus the aggregate principal amount of all Revolving
Credit Loans then outstanding, plus the aggregate principal amount of all
Swingline Loans then outstanding would exceed the Total Commitment, (B) the
Borrower shall not request, and the Issuing Bank shall not issue, any Letter of
Credit having an expiration date (x) later than the tenth day prior to the
Commitment Termination Date or (y) more than one year after its date of issuance
or extension; provided, however, that a Letter of Credit may, if requested by
the Borrower, provide that such Letter of Credit is renewable for successive
periods of one year or less, unless the Issuing Bank shall have delivered a
notice of non-renewal to the beneficiary of such Letter of Credit and (C) the
Borrower shall not request, and the Issuing Bank shall not issue, any Letter of
Credit if, after giving effect thereto, the then current L/C Exposure with
respect to Letters of Credit would exceed $15,000,000.

            (ii) Immediately upon the issuance of each Letter of Credit, each
      Lender shall be deemed to, and hereby agrees to, have irrevocably
      purchased from the Issuing Bank a participation in such Letter of Credit
      in accordance with such Lender's Percentage of the Total Commitment.

            (iii) Each Letter of Credit may, at the option of the Issuing Bank,
      provide that the Issuing Bank may (but shall not be required to) pay all
      or any part of the maximum amount which may at any time be available for
      drawing thereunder to the beneficiary thereof upon the occurrence or
      continuation of an Event of Default and the acceleration of the maturity
      of the Loans; provided, that, if payment is not then due to the
      beneficiary, the Issuing Bank shall deposit the funds in question in a
      segregated account with the Issuing Bank to secure payment to the
      beneficiary and any funds so deposited shall be paid to the beneficiary of
      the Letter of Credit if conditions to such payment are satisfied or
      returned to the Issuing Bank for distribution to the Lenders (or, if all
      Obligations shall have been indefeasibly paid in full in cash, to the
      Borrower) if no payment to the beneficiary has been made and the final
      date available for drawings under the Letter of Credit has passed. Each
      payment or deposit of funds by the Issuing Bank as provided in this
      paragraph shall be treated for all purposes of this Credit Agreement as a
      drawing duly honored by such Issuing Bank under the related Letter of
      Credit.

            (b) Whenever the Borrower desires the issuance of a Letter of
Credit, it shall deliver to the Administrative Agent and the Issuing Bank a
written notice no later than 1:00 p.m. (Eastern time) at least two (2) Business
Days prior to the proposed date of issuance (or such

                                       43
<PAGE>

lesser time as is acceptable to the Issuing Bank). Such notice shall specify (i)
the proposed date of issuance (which shall be a Business Day), (ii) the face
amount of the Letter of Credit, (iii) the expiration date of the Letter of
Credit and (iv) the name and address of the beneficiary. Such notice shall be
accompanied by a brief description of the underlying transaction and upon
request of the Issuing Bank or the Administrative Agent, the Borrower shall
provide additional details regarding the underlying transaction. Concurrently
with the giving of written notice of a request for the issuance of a Letter of
Credit, the Borrower shall specify a precise description of the documents and
the verbatim text of any certificate to be presented by the beneficiary of such
Letter of Credit which, if presented by such beneficiary prior to the expiration
date of the Letter of Credit, would require the Issuing Bank to make payment
under the Letter of Credit; provided, however, that the Issuing Bank, in its
reasonable discretion, may require customary changes in any such documents and
certificates to be presented by the beneficiary. Any Letter of Credit shall be
issued solely for one of the following purposes: (1) to provide credit support
for the Borrower's obligations under and pursuant to a Hedging Agreement in
accordance with the terms of the applicable Hedging Agreement, (2) to provide
credit support for indemnity obligations of a Credit Party or Subsidiary thereof
in connection with the sale or lease of an asset permitted hereunder (provided,
that the applicable indemnity obligation is not prohibited by the terms of this
Credit Agreement), (3) in connection with a Permitted Lien or (4) for such other
purpose as has been approved by the Administrative Agent and the Issuing Bank.
Upon issuance of each Letter of Credit, the Issuing Bank shall notify the
Administrative Agent of the issuance of such Letter of Credit. Promptly after
receipt of such notice, the Administrative Agent shall notify each Lender of the
issuance and the amount of such Lender's respective participation in the
applicable Letter of Credit.

            (c) Each Letter of Credit shall be subject to (i) the Uniform
Customs and Practice for Documentary Credits, International Chamber of Commerce
Publication No. 500, or any successor publication, as adopted or amended from
time to time (the "Uniform Customs") and (ii) as to matters not addressed by the
Uniform Customs, the law of the State of New York (or, if the Issuing Bank so
elects, the law of the jurisdiction in which the office from which it issues its
Letters of Credit is located). The Issuing Bank shall be entitled to honor any
drafts and accept any documents presented to it by the beneficiary of such
Letter of Credit in accordance with the terms of such Letter of Credit and
believed by the Issuing Bank in good faith to be genuine. The Issuing Bank shall
not have any duty to inquire as to the accuracy or authenticity of any draft or
other drawing documents which may be presented to it, but shall be responsible
only to determine in accordance with customary commercial practices that the
documents which are required to be presented before payment or acceptance of a
draft under any Letter of Credit have been delivered and that they comply on
their face with the requirements of such Letter of Credit.

            (d) If the Issuing Bank shall make payment on any draft presented
under a Letter of Credit (regardless of whether a Default, Event of Default or
acceleration has occurred), the Issuing Bank shall give notice of such payment
to the Administrative Agent and the Lenders, and each Lender hereby authorizes
and requests the Issuing Bank to advance for its account, pursuant to the terms
hereof, its share of such payment based upon its participation in the Letter of
Credit and agrees promptly to reimburse the Issuing Bank in immediately
available funds in Dollars for the amount so advanced on its behalf by the
Issuing Bank. If any such reimbursement is not made by any Lender in immediately
available funds on the same day on which the Issuing Bank shall have made
payment on any such draft, such Lender shall pay interest thereon to the Issuing

                                       44
<PAGE>

Bank at a rate per annum equal to the Issuing Bank's cost of obtaining overnight
funds in the Federal Funds market for the first three (3) days following the
time when such Lender fails to make the required reimbursement, and thereafter
at a rate per annum equal to the Base Rate plus the Applicable Interest Margin
for Base Rate Loans.

            (e) The Borrower is absolutely, unconditionally and irrevocably
obligated to reimburse all amounts drawn under each Letter of Credit. If any
draft is presented under a Letter of Credit, the payment of which is required to
be made at any time on or before the Commitment Termination Date, then payment
by the Issuing Bank of such draft shall constitute a Revolving Credit Loan
(which is a Base Rate Loan) hereunder and interest shall accrue from the date
the Issuing Bank makes payment on such draft under such Letter of Credit. If any
draft is presented under a Letter of Credit, the payment of which is required to
be made after the Commitment Termination Date or at the time when an Event of
Default or Default shall have occurred and then be continuing, then the Borrower
shall immediately pay to the Issuing Bank, in immediately available funds, the
full amount of such draft together with interest thereon at a rate per annum of
2% in excess of the rate then in effect for Base Rate Loans from the date on
which the Issuing Bank makes such payment of such draft until the date it
receives full reimbursement for such payment from the Borrower. The Borrower
further agrees that the Issuing Bank may reimburse itself for such drawing from
the balance in any other account of the Borrower maintained with the Issuing
Bank.

            (f) (i) The Borrower agrees to pay the following amounts to the
Issuing Bank with respect to Letters of Credit issued by it hereunder:

                  (A) with respect to the issuance, amendment, transfer or other
            transaction related to a Letter of Credit and each drawing made
            thereunder, documentary and processing charges in accordance with
            the Issuing Bank's standard schedule for such charges in effect at
            the time of such issuance, amendment, transfer, drawing or other
            transaction, as the case may be; and

                  (B) a fronting fee payable directly to the Issuing Bank, for
            its sole account, for the period from and including the Closing Date
            to, but excluding, the Commitment Termination Date computed at a
            rate equal to one-eighth of one percent (1/8 of 1%) per annum of the
            daily average L/C Exposure (calculated in the same manner as
            interest on a Eurodollar Loan), such fee to be due and payable in
            arrears on and through the last Business Day of each March, June,
            September and December in each year (commencing on the last Business
            Day of March 2005) prior to the Commitment Termination Date or the
            expiration of the last outstanding Letter of Credit (whichever is
            later) and on the later of the Commitment Termination Date and the
            expiration of the last outstanding Letter of Credit.

            (ii) The Borrower agrees to pay to the Administrative Agent for
      distribution to each Lender in respect of its L/C Exposure, such Lender's
      pro rata share (based on its Commitment) of a commission equal to (A) a
      per annum percentage rate equal to the Applicable Interest Margin for
      Eurodollar Loans multiplied by (B) the average daily amount of the L/C
      Exposure. Such commission shall be calculated in the same manner as

                                       45
<PAGE>

      interest on a Eurodollar Loan and shall be due and payable in arrears on
      and through the last Business Day of each March, June, September and
      December (commencing the last Business Day of March 2005) prior to the
      Commitment Termination Date or the expiration of the last outstanding
      Letter of Credit (whichever is later) and on the later of the Commitment
      Termination Date and the expiration of the last outstanding Letter of
      Credit. From the occurrence and during the continuance, of an Event of
      Default, such commission shall be increased to an amount equal to 2% plus
      the Applicable Interest Margin for Eurodollar Loans multiplied by the
      daily average amount of the L/C Exposure; and

            (iii) Promptly upon receipt by the Issuing Bank or the
      Administrative Agent of any amount described in clause (ii) of this
      Section 2.18(f), or any amount described in Section 2.18(e) previously
      reimbursed to the Issuing Bank by the Lenders, the Issuing Bank or the
      Administrative Agent (as applicable) shall distribute to each Lender its
      pro rata share of such amount based on its participation in, or amount
      paid by such Lender with respect to, the applicable Letter(s) of Credit.
      Amounts payable under clauses (i)(A) and (i)(B) of this Section 2.18(f)
      shall be paid directly to the Issuing Bank and shall be for its exclusive
      use.

            (g) If by reason of (i) any change in Applicable Law after the
Initial Date, or in the interpretation or administration thereof (including,
without limitation, any request, guideline or policy not having the force of
law) by any Governmental Authority charged with the administration or
interpretation thereof, or (ii) compliance by the Issuing Bank or any Lender
with any direction, request or requirement (whether or not having the force of
law) issued after the Initial Date by any Governmental Authority or monetary
authority, including, without limitation, any change whether or not proposed or
published prior to the Initial Date and any modifications to Regulation D
occurring after the Initial Date:

                  (A) the Issuing Bank or any Lender shall be subject to any
            tax, levy, impost, duty, fee, charge, deduction or withholding of
            any nature with respect to any Letter of Credit (other than
            withholding tax imposed by the United States of America or any other
            tax, levy, impost, duty, fee, charge, deduction or withholding (1)
            that is measured with respect to the overall net income of the
            Issuing Bank or such Lender or of a Lending Office of the Issuing
            Bank or such Lender, and that is imposed by the United States of
            America, or by the jurisdiction in which the Issuing Bank or such
            Lender is incorporated, or in which such Lending Office is located,
            managed or controlled or in which the Issuing Bank or such Lender
            has its principal office or a presence which is not otherwise
            connected with, or required by, this transaction (or any political
            subdivision or taxing authority thereof or therein) or (2) that is
            imposed solely by reason of the Issuing Bank or such Lender failing
            to make a declaration of, or otherwise to establish, nonresidence or
            to make any other claim for exemption, or otherwise to comply with
            any certification, identification, information, documentation or
            reporting requirements prescribed under the laws of the relevant
            jurisdiction, in those cases where the Issuing Bank or such Lender
            may properly make the declaration or claim or so establish
            nonresidence or otherwise comply), or to any variation thereof or to
            any penalty with respect to the maintenance or fulfillment

                                       46
<PAGE>

            of its obligations under this Section 2.18, whether directly or by
            such being imposed on or suffered by the Issuing Bank or any Lender;

                  (B) the basis of taxation of any fee or amount payable
            hereunder with respect to any Letter of Credit or any participation
            therein shall be changed;

                  (C) any reserve, deposit or similar requirement is or shall be
            applicable, imposed or modified in respect of any Letter of Credit
            issued by the Issuing Bank or participations therein purchased by
            any Lender; or

                  (D) there shall be imposed on the Issuing Bank or any Lender
            any other condition regarding this Section 2.18, any Letter of
            Credit or any participation therein;

and the result of the foregoing is to directly or indirectly increase from the
conditions that exist on the Initial Date the cost to the Issuing Bank or any
Lender of issuing, making or maintaining any Letter of Credit or of purchasing
or maintaining any participation therein, or to reduce the amount receivable in
respect thereof by the Issuing Bank or any Lender, then and in any such case the
Issuing Bank or such Lender may, at any time, notify the Borrower, and the
Borrower shall pay on demand such amounts as the Issuing Bank or such Lender may
specify to be necessary to compensate the Issuing Bank or such Lender for such
additional cost or reduced receipt. Sections 2.13(b), (c) and (d) shall in all
instances apply to the Issuing Bank and any Lender with respect to the Letters
of Credit issued hereunder. The determination by the Issuing Bank or any Lender,
as the case may be, of any amount due pursuant to this Section 2.18 as set forth
in a certificate setting forth the calculation thereof in reasonable detail
shall, in the absence of manifest error, be final, conclusive and binding on all
of the parties hereto.

            (h) If at any time when an Event of Default shall have occurred and
be continuing, any Letters of Credit shall remain outstanding, then the Issuing
Bank may, and if directed by the Required Lenders shall, require the Borrower to
deliver to the Administrative Agent cash or Cash Equivalents in an amount equal
to 105% of the amount of the L/C Exposure or to furnish other security
acceptable to the Issuing Bank and the Required Lenders. Any amounts so
delivered pursuant to the preceding sentence shall be applied to reimburse the
Issuing Bank for the amount of any drawings honored under Letters of Credit and
any costs associated with the Letters of Credit; provided, however, that if
prior to the Commitment Termination Date, (i) no Default or Event of Default is
then continuing, then the Administrative Agent shall return all of such
collateral relating to such deposit to the Borrower if requested by it or (ii)
Letters of Credit shall expire or be returned by the beneficiary so that the
amount of the cash or Cash Equivalents delivered to the Administrative Agent
hereunder shall exceed 105% of the then current L/C Exposure, then such excess
shall first be applied to pay any Obligations owing to the Lenders under this
Credit Agreement and the remainder shall be returned to the Borrower.

            (i) Notwithstanding the termination of the Commitments and the
payment of the Revolving Credit Loans, the obligations of the Borrower under
this Section 2.18 shall remain in full force and effect until the Administrative
Agent, the Issuing Bank and the Lenders shall have been irrevocably released
from their obligations with regard to any and all Letters of Credit.

                                       47
<PAGE>

            (j) The obligations of the Borrower to reimburse the Issuing Bank
and the Lenders for drawings made under any Letter of Credit shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms of this Credit Agreement under all circumstances, including, without
limitation: (i) any lack of validity or enforceability of any Letter of Credit;
(ii) the existence of any claim, setoff, defense or other right which the
Borrower may have at any time against a beneficiary of any Letter of Credit or
against the Issuing Bank or any of the Lenders, whether in connection with this
Credit Agreement, the transactions contemplated herein or any unrelated
transaction; (iii) payment by the Issuing Bank against any draft, demand,
certificate or other document presented under any Letter of Credit which proves
to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; (iv) payment by the
Issuing Bank of any Letter of Credit against presentation of a demand, draft or
certificate or other document which does not comply with the terms of such
Letter of Credit (including, without limitation, payment by the Issuing Bank in
accordance with its usual practices and procedures, subsequent to the expiry
date of a Letter of Credit, as long as the Issuing Bank has obtained the consent
of the Borrower thereto and has not been notified in writing by the
Administrative Agent or a Lender of the occurrence of the Commitment Termination
Date); (v) any other circumstance or happening whatsoever, which is similar to
any of the foregoing; or (vi) the fact that any Event of Default shall have
occurred and be continuing (it being understood that any such payment by the
Borrower shall be without prejudice to, and shall not constitute a waiver of,
any rights the Borrower might have or might acquire against any party as a
result of the payment by the Issuing Bank of any draft or the reimbursement by
the Borrower thereof).

            (k) The letters of credit issued by the Issuing Bank and outstanding
on the Closing Date which are listed on Schedule 2.18 hereto shall for all
purposes be deemed to be Letters of Credit issued hereunder on the Closing Date.

            SECTION 2.19 Increase in Total Commitment. (a) Provided no Default
or Event of Default exists or is continuing, upon notice to the Administrative
Agent (which shall promptly notify the Lenders), the Borrower may from time to
time, request an increase in the Total Commitment; provided, however, that the
maximum amount of the Total Commitment after giving effect to any such increase
shall not exceed $175,000,000. The aggregate amount of any individual increase
hereunder shall be in a minimum amount of $10,000,000 (and in integral multiples
of $5,000,000 in excess thereof). To achieve the full amount of a requested
increase, the Borrower may solicit increased commitments from existing Lenders
and also invite additional Eligible Assignees to become Lenders; provided,
however, that no existing Lender shall be obligated and/or required to increase
its Commitment pursuant to this Section 2.19 unless it specifically consents to
such increase in writing. Any Lender or Eligible Assignee agreeing to increase
its Commitment or provide a new Commitment pursuant to this Section 2.19 shall,
in connection therewith, deliver to the Administrative Agent a new commitment
agreement in form and substance satisfactory to the Administrative Agent and its
counsel.

            (b) If the Commitments are increased in accordance with this Section
2.19, the Administrative Agent shall determine the effective date (the "Increase
Effective Date") and the final allocation of such increase. The Administrative
Agent shall promptly notify the Borrower and the Lenders of the final allocation
of such increase and the Increase Effective Date. As a condition precedent to
such increase, in addition to any deliveries pursuant to subsection (a)

                                       48
<PAGE>

above, the Borrower shall deliver to the Administrative Agent each of the
following in form and substance satisfactory to the Administrative Agent: (1) a
certificate of each Credit Party dated as of the Increase Effective Date (which
may be an omnibus certificate for all Credit Parties) signed by an Authorized
Officer of such Credit Party (i) certifying and attaching the resolutions
adopted by such Credit Party approving or consenting to such increase (which may
be an omnibus resolution for all Credit Parties), and (ii) in the case of the
Borrower, certifying that, before and after giving effect to such increase, (A)
the representations and warranties contained in Article III hereof and the other
Fundamental Documents are true and correct on and as of the Increase Effective
Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Section 2.19, the
representations and warranties contained in Section 3.6 shall be deemed to refer
to the most recent statements furnished pursuant to Section 5.1 hereof, and (B)
no Default or Event of Default exists or is continuing; (2) a statement of
reaffirmation from each Credit Party pursuant to which each such Credit Party
ratifies this Credit Agreement and the other Fundamental Documents and
acknowledges and reaffirms that, after giving effect to such increase, it is
bound by all terms of this Credit Agreement and the other Fundamental Documents;
(3) if the increase is being provided by an existing Lender, and such Lender is
then in possession of a note, a revised note in favor of such Lender reflecting
such Lender's Commitment after giving effect to such increase; and (4) if the
increase is being provided by a new Lender, a note in favor of such Lender if so
requested by such Lender (in substantially the form of Exhibit E). The Borrower
shall prepay any Revolving Credit Loans outstanding on the Increase Effective
Date (and pay any additional amounts required pursuant to Section 2.12) to the
extent necessary to keep the outstanding Revolving Credit Loans ratable among
the Lenders based on their respective Commitments after giving effect to any new
or increased Commitments pursuant to the terms of this Section.

            (c) This Section shall supersede any provisions in Section 2.17 or
13.11 to the contrary.

3.    REPRESENTATIONS AND WARRANTIES OF CREDIT PARTIES

            In order to induce the Administrative Agent, the Issuing Bank and
the Lenders to enter into this Credit Agreement and to make Loans and to issue
or purchase participations in the Letters of Credit provided for herein, the
Credit Parties, jointly and severally, make the following representations and
warranties to, and agreements with, the Administrative Agent, the Issuing Bank
and the Lenders, all of which shall survive the execution and delivery of this
Credit Agreement, the issuance of any notes evidencing any of the Loans
hereunder and the making of the Loans and the issuance of the Letters of Credit:

            SECTION 3.1 Existence and Power. (a) The Borrower is a corporation
duly organized, validly existing and in good standing under the laws of
Pennsylvania and is qualified to do business and is in good standing in all
jurisdictions where (i) the nature of its properties or business so requires and
(ii) the failure to be in good standing could reasonably be expected to have a
Material Adverse Effect. Schedule 3.1(a) hereto sets forth a list of all
jurisdictions in which the Borrower is so qualified.

                                       49
<PAGE>

            (b) Each other Credit Party is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization and is
qualified to do business and is in good standing in all jurisdictions where (i)
the nature of its properties or business so requires and (ii) the failure to be
in good standing could reasonably be expected to have a Material Adverse Effect.
Schedule 3.1(b) hereto also sets forth a list of the jurisdiction of
organization of each Credit Party and all jurisdictions in which each Credit
Party is qualified to do business.

            (c) Each of the Credit Parties has the partnership, company or
corporate, as the case may be, power and authority (i) to own its respective
properties and carry on its respective business as now being, or as now intended
to be, conducted, (ii) to execute, deliver and perform, as applicable, its
obligations under the Fundamental Documents and any other documents contemplated
hereby or thereby to which it is or will be a party, and (iii) to grant to the
Administrative Agent, for the benefit of the Secured Parties, a security
interest in the Collateral as contemplated by this Credit Agreement and the
other Fundamental Documents to which it is or will be a party; and in the case
of the Pledgors, to pledge to the Administrative Agent for the benefit of the
Secured Parties, the Pledged Collateral as contemplated by Article 10 hereof;
and in the case of the Borrower, to execute, deliver and perform its obligations
under this Credit Agreement and any notes evidencing any of the Loans hereunder
and to borrow hereunder; and in the case of the Guarantors, to guaranty the
Obligations as contemplated by Article 9 hereof.

            SECTION 3.2 Authority and No Violation. The execution, delivery and
performance of this Credit Agreement and the other Fundamental Documents to
which it is a party, by each Credit Party, the grant to the Administrative Agent
for the benefit of the Secured Parties of the security interest in the
Collateral as contemplated by this Credit Agreement and the other Fundamental
Documents to which it is or will be a party, by each Credit Party, and the
pledge to the Administrative Agent for the benefit of the Secured Parties of the
Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor and, in
the case of the Borrower, the Borrowings hereunder and the execution, delivery
and performance of the notes evidencing any of the Loans hereunder and, in the
case of each Guarantor, the guaranty of the Obligations as contemplated in
Article 9 hereof, (i) have been duly authorized by all necessary company,
partnership or corporate (as applicable) action on the part of each such Credit
Party, (ii) will not constitute a violation of any provision of Applicable Law
or any order of any Governmental Authority applicable to such Credit Party or
any of its respective properties or assets, (iii) will not violate any provision
of the Certificate of Incorporation, By-Laws, partnership agreement, limited
liability company agreement, articles of organization or any other
organizational document of any Credit Party, or any provision of any Regulatory
License, Reimbursement Approval, or material indenture, agreement, bond, note,
mortgage, deed of trust, or other similar instrument to which such Credit Party
is a party or by which such Credit Party or any of its respective properties or
assets are bound or to which such Credit Party is subject, (iv) will not be in
conflict with, result in a breach of, or constitute (with due notice or lapse of
time or both) a default under, or create any right to terminate, any such
Regulatory License, Reimbursement Approval or material indenture, agreement,
bond, note, mortgage, deed of trust, or other similar instrument and (v) will
not result in the creation or imposition of (or the obligation to create or
impose) any Lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of any of the Credit Parties other than pursuant to this
Credit Agreement or the other Fundamental Documents.

                                       50
<PAGE>

            SECTION 3.3 Governmental and Other Approval. (a) All authorizations,
approvals, orders, consents, licenses, registrations or filings from or with any
Governmental Authority (other than UCC financing statements which will be
delivered to the Administrative Agent in accordance with the terms of this
Credit Agreement, in form suitable for recording or filing with the appropriate
filing office) required for the execution, delivery and performance by any
Credit Party of this Credit Agreement and the other Fundamental Documents to
which it is a party, and the execution and delivery by the Borrower of any notes
evidencing any of the Loans hereunder, have been duly obtained or made, and are
in full force and effect, and if any further authorizations, approvals, orders,
consents, licenses, registrations or filings should hereafter become necessary,
the Credit Parties shall obtain or make all such authorizations, approvals,
orders, consents, licenses, registrations or filings.

            (b) Each Credit Party has obtained and holds in full force and
effect all Regulatory Licenses, other licenses, Reimbursement Approvals,
authorizations, consents, franchises, permits, certificates (including, without
limitation, certificates of need) accreditations, easements, rights of way and
other approvals necessary to own its respective property and assets and to carry
on its respective business as now being, or as now intended to be, conducted,
other than those the absence of which is not reasonably likely to have a
Material Adverse Effect.

            (c) As of the Closing Date, except as set forth on Schedule 3.3(c)
hereto, during the last twenty-four (24) months, no Credit Party has been
notified by JCAHO or any relevant Governmental Authority or other Person with
respect to any Regulatory License, any Reimbursement Approval or other approval
or authorization necessary to operate its business as currently being conducted,
of such Governmental Authority's or other Person's actual revocation,
suspension, termination, rescission, or non-renewal, such Regulatory License,
Reimbursement Approval or other approval or authorization.

            (d) All required consents and approvals have been obtained with
respect to the financing transaction contemplated hereby from all Governmental
Authorities with jurisdiction over the business and activities of any Credit
Party and from any other entity whose consent, waiver or approval is required
pursuant to the terms of existing contracts to which any of the Credit Parties
is bound.

            SECTION 3.4 Binding Agreements. Each Credit Party has duly executed
and delivered this Credit Agreement and each other Fundamental Document to which
it is a party. Each of this Credit Agreement and the other Fundamental Documents
constitutes the legal, valid and binding obligation of each Credit Party that is
a party thereto, enforceable against such Credit Party in accordance with its
respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency and similar laws affecting creditors' rights generally
and to general principles of equity, whether such enforceability is considered
in a proceeding at law or in equity.

            SECTION 3.5 No Material Adverse Effect. (a) Since September 30, 2004
there has been no material adverse change with respect to the business,
operations, performance, assets, properties, or condition (financial or
otherwise) or prospects of the Credit Parties taken as a whole.

                                       51
<PAGE>

            (b) No Credit Party has entered or is entering into the arrangements
contemplated hereby and by the other Fundamental Documents, or intends to make
any transfer or incur any obligations hereunder or thereunder, with actual
intent to hinder, delay or defraud either present or future creditors. On and as
of the Closing Date, on a Pro Forma Basis after giving effect to all
Indebtedness (including the Loans and the Convertible Subordinated Debentures)
expected to be in existence on the Closing Date: (i) each Credit Party expects
the cash available to such Credit Party, after taking into account all other
anticipated uses of the cash of such Credit Party (including the payments on or
in respect of debt referred to in clause (iii) of this Section 3.5(b)), will be
sufficient to satisfy all final judgments for money damages which have been
docketed against such Credit Party or which may be rendered against such Credit
Party in any action in which such Credit Party is a defendant (taking into
account the reasonably anticipated maximum amount of any such judgment and the
earliest time at which such judgment might be entered); (ii) the sum of the
present fair saleable value of the assets of each Credit Party will exceed the
probable liability of such Credit Party on its debts (including its Guaranties);
(iii) no Credit Party will have incurred or intends to, or believes that it
will, incur debts beyond its ability to pay such debts as such debts mature
(taking into account the timing and amounts of cash to be received by such
Credit Party from any source, and of amounts to be payable on or in respect of
debts of such Credit Party and the amounts referred to in clause (i)); and (iv)
each Credit Party believes it will have sufficient capital with which to conduct
its present and proposed business and the property of such Credit Party does not
constitute unreasonably small capital with which to conduct its present or
proposed business. For purposes of this Section 3.5(b), "debt" means any
liability or a claim, and "claim" means any (y) right to payment whether or not
such right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, or (z) right to an equitable remedy for breach of performance if such
breach gives rise to a payment, whether or not such right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured.

            SECTION 3.6 Financial Information. (i) The audited consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries at September 30,
2004 and (ii) the unaudited consolidated balance sheet of the Borrower at
December 31, 2004, together in each case with the related statements of income,
stockholders' equity and cash flows and the related notes and supplemental
information, in the forms which have previously been delivered to the Lenders,
have been prepared in accordance with GAAP consistently applied, except as
otherwise indicated in the notes to such financial statements and subject in the
case of unaudited statements, to changes resulting from year-end and audit
adjustments. All of such financial statements fairly present, in accordance with
GAAP, the consolidated financial position and the results of operations, as the
case may be, of the Borrower and its Consolidated Subsidiaries, at the dates or
for the periods indicated.

            SECTION 3.7 Credit Parties. (a) Annexed hereto as Schedule 3.7(a) is
a correct and complete list as of the Closing Date, of each Credit Party
showing, as to each, (i) its exact legal name, (ii) the jurisdiction in which it
was incorporated or otherwise organized, (iii) its type of organization, (iv) in
the case of a Credit Party, its taxpayer identification number and
organizational identification number if it has one, (v) in the case of a Credit
Party which is a corporation, its authorized capitalization, the number of
shares of its capital stock outstanding and the ownership of such capital stock,
(vi) in the case of a Credit Party which is a limited

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<PAGE>

partnership, the general partners and limited partners of such Credit Party and
the ownership of its partnership interests, (vii) in the case of a Credit Party
which is a limited liability company, the members of such Credit Party and the
ownership of its limited liability company interests and (viii) in the case of
each Credit Party, the location of its chief executive office and the location
where it keeps the records concerning the Collateral or any item included in the
Collateral.

            (b) As of the Closing Date, no Credit Party owns any Capital Stock,
either directly or indirectly, in any Person other than another Credit Party or
as set forth on Schedule 3.7(b) hereto.

            SECTION 3.8 Patents, Trademarks, Copyrights and Other Rights. (a)
The Credit Parties possess all patents, patent rights and licenses, trademarks,
service marks, tradenames, trademark rights and licenses, copyrights, copyright
rights and licenses and any other similar rights, free from burdensome
restrictions, which are material to the conduct of their respective businesses
(collectively the "Proprietary Rights") and have duly recorded their interest in
the United States Patent and Trademark Office or the United States Copyright
Office as applicable, except where the failure to have recorded any of the
foregoing would not reasonably be expected to have a Material Adverse Effect.
Schedule 3.8 lists, as of the Closing Date, all registered Proprietary Rights,
and all Proprietary Rights as to which an application for registration has been
made, owned and used or held for use by any Credit Party, specifying as to each,
as applicable: (i) the nature of such Proprietary Right; (ii) the Credit Party
which owns such Proprietary Right; (iii) the jurisdictions or government offices
by or in which such Proprietary Right has been issued or registered (or, if
applicable, in which an application for such issuance or registration has been
filed), including the respective registration or application numbers, (iv) all
licenses, sublicenses and other agreements (other than any license to use
software or similar items which are readily available in the market place on
substantially similar terms) pursuant to which a Credit Party is authorized to
use any Proprietary Right, including, the identity of the licensor, (v) all
licenses, sublicenses and other agreements pursuant to which any Credit Party
granted to a Person other than a Credit Party a license to use any Proprietary
Right including, the identity of the licensee. To the best of the Credit
Parties' knowledge, except as set forth on Schedule 3.8, a Credit Party is
either (1) the sole and exclusive owner (excluding licenses granted by a Credit
Party) of all right, title and interest in and to (free and clear of any Lien)
the Proprietary Rights and has sole and exclusive rights to the use thereof or
the material covered thereby in connection with the services or products in
respect of which they are being used, or (2) the licensee of (free and clear of
any Lien) the Proprietary Rights described in Schedule 3.8 hereto and has the
rights to the use thereof or material covered thereby in connection with the
services or products in respect of which they are being used.

            (b) Except as set forth on Schedule 3.8 hereto, as of the Closing
Date, (i) there is no claim, suit, action or proceeding pending, or to the
Credit Parties' knowledge, threatened, against a Credit Party that involves a
claim of infringement of any Proprietary Right and (ii) no Credit Party has any
knowledge of any existing infringement by any other Person of any of the
Proprietary Rights which in either case would have a Material Adverse Effect.

            SECTION 3.9 Fictitious Names. Except as disclosed on Schedule 3.9
hereto, none of the Credit Parties has done business, is doing business or
intends to do business other than under its full corporate, partnership or
company name (as applicable), including, without

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<PAGE>

limitation, under any trade name or other doing business name; provided, that if
any of the Credit Parties intends to do business other than under its full
corporate, partnership or company name (as applicable), including, without
limitation, under any trade name or other doing business name, it shall have
provided the Administrative Agent with reasonable prior written notice of its
intention to do so.

            SECTION 3.10 Title to Properties. (a) Except as set forth on
Schedule 3.10(a) hereto, or in a schedule of permitted encumbrances attached to
a particular Mortgage, the Credit Parties and their Subsidiaries have good title
to (and with respect to Real Property Assets, good and marketable title to, or
valid leasehold interests in) each of the properties and assets reflected on the
financial statements referred to in Section 3.6 hereof, including, without
limitation, the Real Property Assets listed on Schedules 3.24(a) and 3.24(b)
hereto (other than such properties or assets disposed of in the ordinary course
of business since the date of such financial statements or as permitted
hereunder) and all such properties and assets are free and clear of Liens,
except Permitted Liens.

            (b) Each of the Credit Parties has complied in all respects with all
leases to which it is a party, and is aware of no defaults under any such lease
or any conditions which with the passage of time or delivery of notice would
constitute a default thereunder and all such leases are in full force and
effect, except where the failure to so comply or the default thereunder would
not reasonably be expected to have a Material Adverse Effect. Each of the Credit
Parties which is a lessee under any lease, enjoys peaceful and undisturbed
possession of the Real Property Assets leased pursuant to such lease, subject to
Permitted Liens.

            (c) As of the Closing Date, no Credit Party has received any notice
of, nor has any knowledge of, any pending or contemplated condemnation
proceeding affecting any Real Property Asset or any sale or disposition thereof
in lieu of condemnation.

            (d) As of the Closing Date, no Credit Party is obligated under any
right of first refusal, option or other contractual right to sell, assign or
otherwise dispose of any Real Property Asset or any interest therein except for
such rights of first refusal, options or other contractual rights described on
Schedule 3.10(d) hereto.

            SECTION 3.11 Book Value of Excluded Assets. As of September 30,
2004, the book value of the Excluded Assets described in clauses (ii) and (iii)
of the definition of Excluded Assets does not exceed $30,000,000.

            SECTION 3.12 Litigation; Judgments. (a) Except as set forth on
Schedule 3.12(a) hereto, there are no actions, suits or other proceedings at law
or in equity by or before any arbitrator or arbitration panel, or any
Governmental Authority (including, but not limited to, matters relating to
environmental liability) or any investigation by any Governmental Authority of
the affairs of, or to the best of each Credit Party's knowledge, threatened
action, suit or other proceeding against or affecting, any Credit Party or of
any of their respective properties or rights which either (A) could reasonably
be expected to have a Material Adverse Effect, or (B) relate to this Credit
Agreement, any Fundamental Document or any of the transactions contemplated
hereby or thereby or the Loans hereunder. No Credit Party is in default with
respect to any

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<PAGE>

order, writ, injunction, decree, rule or regulation of any Governmental
Authority binding upon such Person, which default could reasonably be expected
to have a Material Adverse Effect.

            (b) There are no unpaid final, nonappealable judgments or decrees in
an aggregate amount of $10,000,000 or more entered by a court or courts of
competent jurisdiction against any Credit Party (other than any judgment as to
which, and only to the extent, a reputable insurance company has acknowledged
coverage of such claim in writing).

            (c) Except as set forth on Schedule 3.12(c) hereto or as otherwise
disclosed pursuant to Section 5.4(b) with respect to matters arising after the
date hereof, to the knowledge of the Borrower, there is no pending investigation
of the Credit Parties by JCAHO, which investigation is not otherwise conducted
in the ordinary course of business and no criminal, civil or administrative
action, audit, or investigation by a fiscal intermediary or by the federal
government or any state government exists or is threatened with respect to the
Credit Parties which could reasonably be expected to adversely affect the Credit
Parties' right to receive a material portion of Medicare and Medicaid
reimbursement to which it would otherwise be entitled, right to participate in
the Medicare and Medicaid programs, or otherwise have a Material Adverse Effect
on the receipt of Medicare and Medicaid reimbursement by the Credit Parties, and
except as set forth on Schedule 3.12(c) hereto, to the knowledge of the
Borrower, none of the Credit Parties is subject to any pending but unassessed
material Medicare or Medicaid claim payment adjustments, except to the extent
the Borrower has established adequate reserves for such adjustments in
accordance with GAAP.

            SECTION 3.13 Federal Reserve Regulations. No Credit Party is engaged
principally or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock. No part of
the proceeds of the Loans will be used, directly or indirectly, whether
immediately, incidentally or ultimately (i) to purchase or carry any Margin
Stock or to extend credit to others for the purpose of purchasing or carrying
any Margin Stock, or (ii) for any other purpose, in each case, violative of or
inconsistent with any of the provisions of any regulation of the Board,
including, without limitation, Regulations T, U and X thereto.

            SECTION 3.14 Investment Company Act. No Credit Party is, or will
during the term of this Credit Agreement be, (i) an "investment company" or a
company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended, or (ii) subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act or any
foreign, federal or local statute or any other Applicable Law of the United
States of America or any other jurisdiction, in each case limiting its ability
to incur indebtedness for money borrowed as contemplated hereby or by any other
Fundamental Document.

            SECTION 3.15 Taxes. Except as set forth on Schedule 3.15 hereto,
each Credit Party has filed or caused to be filed all United States federal tax
returns, state income tax returns and other material tax returns which are
required to be filed with any Governmental Authority after giving effect to
applicable extensions, and has paid or has caused to be paid all taxes as shown
on said returns or on any assessment received by them, to the extent that such
taxes have become due, except as permitted by Section 5.8 hereof. No Credit
Party knows of any material

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<PAGE>

additional assessments or any basis therefor. In the reasonable, good faith
opinion of the Credit Parties, the charges, accruals and reserves on the books
of the Credit Parties in respect of taxes or other governmental charges are
adequate.

            SECTION 3.16 Compliance with ERISA. (a) Each Plan has been
maintained and operated in all respects in accordance with all Applicable Laws,
including ERISA and the Code except to the extent that any failure thereof could
not reasonably be expected to result in a material liability. Each Plan intended
to qualify under Section 401(a) of the Code so qualifies except to the extent
that any failure to so qualify could not reasonably be expected to result in a
material liability. No Reportable Event has occurred since December 1, 2003. No
Plan has an "accumulated funding deficiency," within the meaning of Section 412
of the Code or Section 302 of ERISA, or has applied for or received a waiver of
the minimum funding standards or an extension of any amortization period, within
the meaning of Section 412 of the Code or Section 303 or 304 of ERISA. No
material liability has been, and no circumstances exist pursuant to which any
such material liability could reasonably likely be, imposed upon any Credit
Party or ERISA Affiliate (i) under Sections 4971 through 4980B of the Code,
Section 409, 502(i), 502(l) or 515 of ERISA, or under Title IV of ERISA with
respect to any Plan or Multiemployer Plan, or with respect to any plan
heretofore maintained by any Credit Party or ERISA Affiliate, or any entity that
heretofore was an ERISA Affiliate, or (ii) for the failure to fulfill any
obligation to contribute to any Multiemployer Plan. Neither any Credit Party nor
any ERISA Affiliate has received any notification that any Multiemployer Plan is
in reorganization or has been terminated within the meaning of Title IV of
ERISA, no Multiemployer Plan is reasonably expected to be in reorganization or
to be terminated and, using actuarial assumptions and computation methods
consistent with Part 1 of Subtitle E of Title IV of ERISA, the aggregate
liabilities of the Credit Parties and their ERISA Affiliates to all
Multiemployer Plans in the event of a complete withdrawal therefrom, as of the
close of the most recent fiscal year of each such Plan then ended would not
exceed $1,000,000.

            (b) Assuming none of the Lenders is using assets of any employee
benefit plan subject to Title I of ERISA or any "plan" (within the meaning of
Section 4975(e) of the Code) maintained by any Credit Party or any ERISA
Affiliate to make the Loans, the execution, delivery and performance of the
Fundamental Documents and the consummation of the transactions contemplated
hereby and thereby will not involve any "prohibited transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

            SECTION 3.17 Agreements. (a) No Credit Party is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any agreement or instrument to which it is a party
(including, without limitation, any Regulatory License or any Reimbursement
Approval) or by which it or any of its property or assets is bound in any
respect which default could reasonably be expected to result in a Material
Adverse Effect.

            (b) Schedule 3.17(b) hereto is a true and complete listing as of the
Closing Date of Material Agreements.

            SECTION 3.18 Security Interest. (a) This Credit Agreement and the
other Fundamental Documents (other than the Mortgages), when executed and
delivered, will create

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<PAGE>

and grant to the Administrative Agent for the benefit of the Secured Parties
(upon (i) the filing of the appropriate UCC-1 financing statements with the
filing offices listed on Schedule 3.18(a) hereto and (ii) the possession of the
certificates evidencing Pledged Securities and Collateral of the type specified
in Section 9-313 of the UCC) a valid and first priority perfected security
interest in the Collateral (other than such de minimus portion of the
Collateral, a security interest in which cannot be perfected by filing of a
UCC-1 Financing Statement), subject only to Permitted Liens.

            (b) There are no Liens, other than Permitted Liens, that would cause
the Mortgages, together with UCC-1 financing statements relating to fixtures
previously filed in the appropriate filing offices, not to constitute in favor
of the Administrative Agent, for the benefit of the Secured Parties, a legal,
valid and enforceable first priority Lien on all of the Credit Parties'
respective right, title and interest in and to all the Real Property Assets
which constitute Collateral (except personalty that does not constitute
fixtures) and the proceeds thereof, and the Mortgages, together with such UCC-1
financing statements relating to fixtures previously filed in the appropriate
filing offices, upon filing created fully perfected first priority Liens on, and
fully perfected first priority security interests in, all right, title and
interest of the Credit Parties' in all the Real Property Assets which constitute
Collateral (except personalty that does not constitute fixtures) and the
proceeds thereof, in each case subject only to Permitted Liens.

            SECTION 3.19 Disclosure. Neither this Credit Agreement nor any other
Fundamental Document nor any agreement, document, certificate or statement
furnished to any of the Administrative Agent, the Issuing Bank or any Lender by
or on behalf of any Credit Party in connection with the transactions
contemplated hereby, at the time it was furnished or delivered, contained any
untrue statement of a material fact regarding the Credit Parties or the
financing transactions contemplated hereby including the Collateral or, when
taken together with all such other agreements, documents, certificates and
statements, omitted to state a material fact necessary under the circumstances
under which it was made in order to make the statements contained herein or
therein not misleading. There is no fact known to any Credit Party (other than
general industry conditions or such other facts which have been disclosed to the
Administrative Agent, the Issuing Bank and the Lenders in writing) which has had
a Material Adverse Effect, or could reasonably be expected in the future to have
a Material Adverse Effect.

            SECTION 3.20 Environmental Matters. (a) Except as set forth on
Schedule 3.20 hereto, as of the Closing Date, there are no past, pending, or, to
the knowledge of the Borrower, threatened Environmental Claims against,
affecting or with respect to any Credit Party or any Premises, and no Credit
Party is aware of any facts or circumstances which could reasonably be expected
to form the basis for any such Environmental Claim, except to the extent that
any such Environmental Claims, individually or in the aggregate, would not have
a Material Adverse Effect;

            (b) No Premises is currently or was formerly used for the handling,
storage, treatment, disposal, manufacture, processing or generation of Hazardous
Materials, except to the extent that any such activity, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect on
any Credit Party;

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<PAGE>

            (c) Each Credit Party and any tenants, operators or occupants of any
Premises have obtained and hold all required material Environmental Permits,
except to the extent that any failure to obtain or hold any such Environmental
Permit, individually or in the aggregate, would not have a Material Adverse
Effect;

            (d) Each Credit Party is in compliance with all terms, conditions
and provisions of all applicable (1) Environmental Permits, and (2)
Environmental Laws, except to the extent that any such non-compliance,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect;

            (e) No Releases of Hazardous Materials have occurred at, from, in,
to, on, or under any Premises, and no Hazardous Materials are present in, on,
about or migrating to or from any Premises, except to the extent that any such
Releases or presence of Hazardous Materials, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect;

            (f) Neither any Credit Party nor any predecessor of any Credit
Party, nor any entity previously owned by any Credit Party, has transported or
arranged for the treatment, storage, handling, disposal, or transportation of
any Hazardous Material to any location (other than any Premises) which could
result in an Environmental Claim against any Credit Party, except to the extent
that any such activity, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect;

            (g) No Premises is a current, or to the knowledge of any Credit
Party, a proposed Environmental Clean-up Site, except to the extent as would not
reasonably be expected to have a Material Adverse Effect;

            (h) There are no (i) underground storage tanks (active or
abandoned), (ii) polychlorinated biphenyl containing equipment, (iii)
asbestos-containing material at any Premises, or (iv) lead-based paint located
at any Premises, except to the extent that the presence of any of the foregoing,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect; and

            (i) There have been no material environmental investigations,
studies, audits, tests, reviews or other analyses conducted by, or on behalf of,
and which are in the possession of any Credit Party with respect to any Premises
which have not been delivered to the Administrative Agent except for such
investigations, studies, audits, tests, reviews or analyses which do not
individually or in the aggregate reveal environmental conditions that could have
a Material Adverse Effect.

            SECTION 3.21 Pledged Securities. (a) Annexed hereto as Schedule
3.21(a) under the heading "Pledged Capital Stock and Other Pledged Equity
Interests" is a correct and complete list as of the Closing Date, of all the
Pledged Securities hereunder showing, as to each, the entity whose stock or
other equity interests are being pledged, the Pledgor of such stock or other
equity interests, the stock certificate number (if applicable) and the number of
shares or amount of the capital stock or other equity interests being pledged
hereunder. Also set forth on Schedule 3.21(a) under the heading "Non-Pledged
Capital Stock" is a list of the Subsidiaries

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<PAGE>

directly or indirectly owned or controlled by a Credit Party whose Capital Stock
will not be pledged hereunder. Each Pledgor (i) is the legal and beneficial
owner of, and has sole right, title and interest to, the Pledged Securities
owned by such Pledgor, free and clear of all Liens, security interests or other
encumbrances whatsoever, except the security interests created by this Credit
Agreement and the other Fundamental Documents and (ii) has sole right and power
to pledge, and grant the security interest in, and Lien upon, such Pledged
Securities pursuant to this Credit Agreement without the consent of any Person
or Governmental Authority whatsoever.

            (b) All of the Pledged Securities are duly authorized, validly
issued, fully paid and non-assessable.

            (c) There are no restrictions on the transfer of any of the Pledged
Securities which limit the ability of a Pledgor to pledge such securities or
interests (as applicable) to the Administrative Agent (for the benefit of the
Secured Parties). Except as set forth on Schedule 3.21(c) hereto and for
restrictions created herein or under applicable securities laws or regulatory
laws and the regulations promulgated thereunder, there are no restrictions on
the transfer of any of the Pledged Securities by the Administrative Agent upon
the occurrence of an Event of Default.

            (d) There are no warrants, options, conversion or similar stock
purchase rights currently outstanding with respect to, and no agreements to
purchase or otherwise acquire, any shares of the Capital Stock or other equity
interests of any issuer of any of the Pledged Securities.

            (e) There are no securities or obligations of any kind convertible
into any shares of the Capital Stock or other equity interests of any issuer of
any of the Pledged Securities; and

            (f) Article 10 of this Credit Agreement is effective to create a
valid, binding and enforceable security interest in, and Lien upon, all right,
title and interest of the Pledgors in the Pledged Collateral and upon the
delivery of the Pledged Securities to the Administrative Agent or the filing of
the necessary UCC-1 financing statements, as applicable, such security interest
and Lien constitute a fully perfected first and prior security interest and Lien
upon all right, title and interest of the Pledgors in the Pledged Collateral.

            SECTION 3.22 Compliance with Laws; Third Party Payor Arrangements.
(a) No Credit Party or any Real Property Asset is in violation of any Applicable
Law (including, without limitation, any Environmental Law or health care law) or
any restrictions of record or agreements affecting any Real Property Asset,
except for such violations which in the aggregate are not reasonably likely to
have a Material Adverse Effect.

            (b) No Credit Party or any Real Property Asset is in violation of
any zoning or building law, ordinance, rule, regulation or restriction affecting
a Real Property Asset or any building permit, including, without limitation, any
certificate of occupancy, where such violation could reasonably be expected to
result in a Material Adverse Effect.

            (c) The Borrowings hereunder, the intended use of the proceeds of
the Loans as contemplated by Section 2.1(b) hereof, the issuance of the Letters
of Credit hereunder and the performance of the Fundamental Documents will not
violate any Applicable Law.

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<PAGE>

            (d) Each Credit Party has caused to be accurately prepared and filed
(or obtained extensions for) all applicable cost reports with respect to all
Third Party Payor Arrangements, except for such cost reports the failure of
which to file, in the aggregate, are not reasonably likely to have a Material
Adverse Effect.

            (e) Each Credit Party participates in an internal comprehensive
compliance program with respect to Applicable Laws relating to the health care
industry.

            SECTION 3.23 Projected Financial Information. The Borrower has
delivered to the Administrative Agent certain projections relating to the
Borrower consisting of balance sheets, income statements and cash flows,
together with a statement of the underlying assumptions. Such projected
statements are based on good faith estimates and assumptions believed to be
reasonable at the time made, it being recognized by the Lenders 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.

            SECTION 3.24 Real Property. (a) Schedule 3.24(a) is a true and
complete list as of the Closing Date of (i) the facility number and street
address of each Real Property Asset owned by a Credit Party, (ii) the Credit
Party which owns each such Real Property Asset, (iii) the appraised value of
each such Real Property Asset, if available, and the date of the applicable
appraisal, (iv) the facility type of each such Real Property Asset, (v) any
lease(s) to which each such Real Property Asset is subject, (vi) the name and
address of the lessee, if applicable, of each such Real Property Asset and (vii)
an indication as to whether such Real Property Asset is subject to a Mortgage.
The applicable Credit Party has a fee simple title to each Real Property Asset
listed on Schedule 3.24(a) hereto.

            (b) Schedule 3.24(b) is a true and complete list as of the Closing
Date of (i) the facility number and street address of each Real Property Asset
leased by a Credit Party, (ii) the Credit Party which leases each such Real
Property Asset, and (iii) the facility type of such Real Property Asset.

            (c) With respect to each of the Real Property Assets, except as, in
the aggregate for all Real Property Assets, could not reasonably be expected to
have a Material Adverse Effect:

            (i) none of the Real Property Assets are located in a "flood plain"
      as defined pursuant to the Flood Disaster Protection Act of 1973, as
      amended;

            (ii) real property tax lots covering the Real Property Assets do not
      cover any other real property;

            (iii) each Real Property Asset is an independent unit which does not
      rely on any drainage, sewer, access, structural or other facilities
      located on any other real property not included in the same (x) to fulfill
      any Applicable Law, (y) for structural support or (z) to furnish any
      essential building systems or utilities or to provide access; and

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<PAGE>

            (iv) no building or other improvement not included in any Real
      Property Asset relies on any part of the same to fulfill any Applicable
      Law, for structural support or to furnish any essential building systems
      or utilities or to provide access.

            SECTION 3.25 No Default. No Default or Event of Default exists under
or with respect to any Fundamental Document.

            SECTION 3.26 Labor Matters. Except as set forth on Schedule 3.26
hereto, (i) as of the Closing Date, there are no collective bargaining
agreements or Multiemployer Plans covering the employees of any Credit Party and
(ii) no Credit Party has suffered any material strikes, walkouts or work
stoppages within the last three (3) years.

            SECTION 3.27 Organizational Documents. The documents delivered
pursuant to Section 4.1(b) constitute, as of the Closing Date, all of the
organizational documents (together with all amendments and modifications
thereof) of the Credit Parties as of the Closing Date. The Credit Parties
represent that they have delivered to the Administrative Agent true, correct and
complete copies of each of the documents set forth in Section 4.1(b).

4.    CONDITIONS TO THE EFFECTIVENESS OF THIS CREDIT AGREEMENT AND THE MAKING OF
THE LOANS

            SECTION 4.1 Conditions Precedent to the Effectiveness of This
Amendment and Restatement and the Making of the Initial Loans. The effectiveness
of this amendment and restatement of the Existing Credit Agreement and the
making of the initial Loans is subject to the satisfaction in full or waiver of
the following conditions, either before or simultaneous with the Closing Date:

            (a) The Credit Agreement. The Administrative Agent shall have
received executed counterparts of this Credit Agreement, which, when taken
together, bear the signatures of the Administrative Agent, the Issuing Bank, all
of the Credit Parties and all of the Lenders;

            (b) Supporting Documents of the Credit Parties. The Administrative
Agent shall have received in form and substance satisfactory to its counsel:

            (i) a copy of the articles of incorporation of the Borrower,
      certified as of a recent date by the Secretary of the Commonwealth of
      Pennsylvania (or certified by the Secretary of the Borrower to be followed
      promptly by a copy certified by the Secretary of the Commonwealth of
      Pennsylvania);

            (ii) a certificate of the Secretary of the Borrower, dated the
      Closing Date and certifying (A) that attached thereto is a true and
      complete copy of the articles of incorporation and by-laws of the Borrower
      as in effect on the date of such certification; (B) that the articles of
      incorporation of the Borrower have not been amended since the date of the
      last amendment thereto indicated on the certificate of the Secretary of
      the Commonwealth of Pennsylvania furnished pursuant to clause (i) above,
      except to the extent specified in such Secretary's Certificate; (C) that
      attached thereto is a true and complete copy of resolutions adopted by the
      Borrower's Board of Directors authorizing

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<PAGE>

      the Borrowings by the Borrower, the grant by the Borrower of the security
      interests contemplated by the Fundamental Documents and the execution,
      delivery and performance by the Borrower in accordance with its respective
      terms of this Credit Agreement, the other Fundamental Documents to which
      it is or will be a party and any other documents required or contemplated
      hereunder or thereunder and that such resolutions have not been amended,
      rescinded or supplemented and are currently in effect; and (D) as to the
      incumbency and specimen signature of each officer of the Borrower
      executing this Credit Agreement, any notes (on behalf of the Borrower),
      the other Fundamental Documents or any other document delivered in
      connection herewith or therewith on behalf of the Borrower (such
      certificate to contain a certification by another officer of the Borrower
      as to the incumbency and signature of the officer signing the certificate
      referred to in this clause (ii));

            (iii) a certificate of the Secretary of each other Credit Party,
      dated the Closing Date (which certificate may be an omnibus certificate
      executed by the same individual on behalf of multiple Credit Parties), and
      certifying (A) such Credit Party is in good standing in its jurisdiction
      of organization and has paid all its franchise and other similar taxes
      except where such failure to be in good standing would not have a Material
      Adverse Effect; (B) that attached thereto is a true and complete copy of
      resolutions or other authorizing documents adopted by the appropriate
      Person or Persons of such Credit Party authorizing the Guaranty hereunder
      by such Credit Party, the grant by such Credit Party of the security
      interests contemplated by the Fundamental Documents and the execution,
      delivery and performance by such Credit Party in accordance with its
      respective terms of this Credit Agreement, the other Fundamental Documents
      to which it is or will be a party and any other documents required or
      contemplated hereunder or thereunder and that such resolutions have not
      been amended, rescinded or supplemented and are currently in effect and
      (C) as to the incumbency and specimen signature of each officer of such
      Credit Party executing this Credit Agreement, any other Fundamental
      Documents or any other document delivered in connection herewith or
      therewith on behalf of such Credit Party (such certificate to contain a
      certification by another officer of such Credit Party as to the incumbency
      and signature of the officer signing the certificate referred to in this
      clause (iii));

            (iv) a certificate dated as of a recent date as to the good standing
      and/or authority to do business of each of the Borrower and the other
      Credit Parties issued by the Secretary of State or other appropriate
      governmental official of the jurisdiction of its organization and, to the
      extent requested by the Administrative Agent, each other jurisdiction in
      which such entity is qualified to do business; and

            (v) such additional documents relating to the Borrower and any other
      Credit Party as the Administrative Agent or its counsel or any Lender may
      reasonably request;

            (c) Opinions of Counsel. The Administrative Agent shall have
received the written opinions of Drinker, Biddle & Reath LLP, counsel to the
Credit Parties, dated the Closing Date and addressed to the Administrative
Agent, the Issuing Bank, the Lenders and the other Secured Parties with respect
to such matters relating to this Credit Agreement and the Fundamental Documents
as may be requested by the Administrative Agent and its counsel,

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which opinion shall be in form and substance satisfactory to the Administrative
Agent and its counsel;

            (d) No Material Adverse Effect. No Material Adverse Effect shall
have occurred since September 30, 2004;

            (e) Material Agreements. The Administrative Agent or its counsel
shall have received a copy of each Material Agreement listed on Schedule 3.17(b)
hereto, to the extent requested by the Administrative Agent;

            (f) Financing Statements/Possession of Collateral. The
Administrative Agent shall have (i) received for filing all appropriate UCC
financing statements to perfect its security interest in the Collateral and
evidence satisfactory to the Administrative Agent that such UCC financing
statements will be filed on or promptly after the Closing Date, together with
any related filing fees or similar charges or taxes payable in connection with
such filing; (ii) received the Pledged Securities (to the extent such Pledged
Securities are represented by a certificate or other instrument) and all
instruments constituting Collateral each with appropriate undated stock powers
or other appropriate documents executed in blank and (iii) received delivery of
all other Collateral of the type specified in Section 9-313 of the UCC to the
extent requested by the Administrative Agent;

            (g) Evidence of Title. The Administrative Agent shall be satisfied
that each Credit Party has sufficient right, title and interest in and to the
Collateral and other assets which it purports to own, as set forth in the
documents and other materials presented to the Administrative Agent to enable
such Credit Party to grant to the Administrative Agent for the benefit of the
Secured Parties the security interests contemplated by the Fundamental
Documents, and that all financing statements, mortgages and other filings under
Applicable Law necessary to provide the Administrative Agent for the benefit of
the Secured Parties with a first priority perfected security interest in the
Pledged Securities and the Collateral (subject in the case of the Collateral to
Permitted Liens) have been filed and all taxes, recording or other fees relating
thereto have been paid, or, have been delivered to the Administrative Agent in
satisfactory form for filing;

            (h) Insurance. The Administrative Agent shall have received (i) a
summary of all existing insurance coverage maintained by the Credit Parties and
their Subsidiaries which summary shall include for each insurance policy, the
policy number, the type of coverage, the policy limits and deductibles, the
insurer and the expiration date and (ii) evidence acceptable to the
Administrative Agent that the insurance policies required by Section 5.5 have
been obtained and are in full force and effect, including Certificates of
Insurance with respect to all existing insurance coverage maintained by the
Credit Parties and/or their Subsidiaries which is set forth on the summary
delivered pursuant to clause (i) above, which certificates shall comply with the
requirements set forth in Section 5.5 hereof;

            (i) Payment of the Fees. The Administrative Agent and the Lead
Arranger (for their benefit and the benefit of the Lenders) shall have received
all Fees and interest due and payable on or before the Closing Date pursuant to
the Fee Letter, the Existing Credit Agreement and this Credit Agreement;

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            (j) Notes. For each Lender that has requested that the Loans made by
it be evidenced by a promissory note, the Administrative Agent shall have
received one or more promissory notes each duly executed on behalf of the
Borrower, dated the date hereof and payable to the order of such Lender in the
principal amount equal to such Lender's Commitment;

            (k) Payment of Other Fees and Expenses. All out-of-pocket expenses
incurred by the Administrative Agent, the Lead Arranger and the Issuing Bank in
connection with this Credit Agreement and the transactions contemplated hereby,
including, without limitation, all statements presented for reasonable fees and
disbursements of any financial, accounting or valuation advisors or special
counsel retained by the Administrative Agent (including, but not limited to,
Morgan, Lewis & Bockius LLP, counsel to the Administrative Agent), shall have
been paid by the Borrower;

            (l) Litigation. No litigation, inquiry, injunction or restraining
order shall be pending, entered or threatened which involves this Credit
Agreement or any of the other Fundamental Documents or which could reasonably be
expected to have a Material Adverse Effect;

            (m) Required Consents and Approvals. The Administrative Agent shall
be satisfied that all required consents and approvals have been obtained with
respect to the transactions contemplated hereby (except for consents and
approvals which are not reasonably likely to have a Materially Adverse Effect),
from all Governmental Authorities with jurisdiction over the business and
activities of any Credit Party and from any other entity whose consent, waiver
or approval is required pursuant to the terms of existing contracts to which any
of the Credit Parties is bound and which the Administrative Agent in its
discretion deems necessary to the transactions contemplated hereby;

            (n) Compliance with Laws. The Lenders shall be satisfied that the
transactions contemplated hereby will not violate any provision of Applicable
Law, or any order of any court or other agency of the United States or any state
thereof applicable to any of the Credit Parties or any of their respective
properties or assets;

            (o) Representations and Warranties; No Default. The representations
and warranties set forth in Article 3 hereof and in any other Fundamental
Documents then in existence shall be true and correct in all material respects,
and no Default or Event of Default shall have occurred and be continuing
hereunder;

            (p) Closing Certificate. The Administrative Agent shall have
received a closing certificate signed by an Authorized Officer of the Borrower,
substantially in the form of Exhibit F hereto;

            (q) Existing Credit Agreement. All outstanding Indebtedness under
the Existing Credit Agreement shall have been paid in full;

            (r) Cash Management. The Borrower shall have established a cash
management system acceptable to the Administrative Agent for the Borrower and
the Guarantors, it being acknowledged by the Administrative Agent that the
Borrower's current existing cash management system is acceptable;

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            (s) UCC, Judgment and Tax Lien Searches. The Administrative Agent
shall have received the results of recent searches, conducted by a Person
satisfactory to the Administrative Agent, of Uniform Commercial Code, judgment
and tax lien filings against the Borrower and the Credit Parties, and the
results of such searches shall reveal the existence of no Liens except Liens
permitted by this Credit Agreement;

            (t) Approval of Counsel to the Administrative Agent. All legal
matters incident to this Credit Agreement, the Fundamental Documents and the
transactions contemplated hereby and thereby shall be reasonably satisfactory to
Morgan, Lewis & Bockius LLP, counsel to the Administrative Agent; and

            (u) Other Documents. The Administrative Agent and its counsel shall
have received fully executed originals of the Contribution Agreement and such
other documentation as the Administrative Agent or its counsel may request.

            SECTION 4.2 Conditions Precedent to Each Loan and each Letter of
Credit. The obligation of the Issuing Bank to issue each Letter of Credit and of
the Lenders to make each Loan and to participate in each Letter of Credit
(including the initial Loan and/or Letter of Credit) are subject to the
following conditions precedent:

            (a) Notice. The Administrative Agent shall have received a notice
with respect to such Borrowing or the Issuing Bank and the Administrative Agent
shall have received a notice with respect to such Letter of Credit as required
by Section 2.1 or Section 2.18 hereof, as applicable;

            (b) Borrowing Certificate. The Administrative Agent shall have
received a Borrowing Certificate with respect to such Borrowing, duly executed
by an Authorized Officer of the Borrower;

            (c) Representations and Warranties. The representations and
warranties set forth in Article 3 hereof and in the other Fundamental Documents
shall be true and correct in all material respects on and as of the date of each
Borrowing or issuance of a Letter of Credit (except to the extent that such
representations and warranties expressly relate to an earlier date) with the
same effect as if made on and as of such date;

            (d) No Event of Default. On the date of each Borrowing or issuance
of a Letter of Credit hereunder, no Default or Event of Default shall have
occurred and be continuing, nor shall any such event occur by reason of the
making of the requested Revolving Credit Loan or the issuance of the requested
Letter of Credit; and

            (e) Total Commitment. After giving effect to the Revolving Credit
Loans or Swingline Loans to be made or Letters of Credit to be issued, the
aggregate principal amount outstanding of all Revolving Credit Loans plus all
Swingline Loans plus the then current L/C Exposure shall not exceed the Total
Commitment.

Each request for a Borrowing or issuance of a Letter of Credit hereunder shall
be deemed to be a representation and warranty by the Borrower on the date of
such Borrowing or issuance of a

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Letter of Credit hereunder as to the matters specified in paragraphs (c), (d)
and (e) of this Section 4.2.

5.    AFFIRMATIVE COVENANTS

            From the date hereof and for so long as any Commitments shall be in
effect, any amount remains outstanding with respect to any Loan, any Letter of
Credit shall remain outstanding (or not cash collateralized in an amount equal
to 105% of the then current L/C Exposure) or any Obligation remains unpaid or
unsatisfied, each Credit Party agrees that, unless the Required Lenders shall
otherwise consent in writing, each of them will:

            SECTION 5.1 Financial Statements and Reports. (a) Subject to the
last paragraph of this Section 5.1(a), furnish or cause to be furnished to the
Administrative Agent, the Issuing Bank and each of the Lenders:

            (i) As soon as available, but in any event within ninety (90) days
      (plus the period of any extensions obtained by the Borrower pursuant to
      Rule 12b-25 of the Exchange Act) after the end of each fiscal year of the
      Borrower (commencing with fiscal year ended September 30, 2005), (A) the
      consolidated balance sheet of the Borrower and its Consolidated
      Subsidiaries, in each case as at the end of, and the related consolidated
      statements of income, stockholders' equity and cash flows for, such fiscal
      year, and the corresponding figures as at the end of, and for, the
      preceding fiscal year, and certified by and accompanied by an unqualified
      report and opinion of KPMG LLP, any other Big Four accounting firm or
      another independent public accountant of recognized standing as shall be
      retained by the Borrower and be satisfactory to the Administrative Agent,
      which report and opinion shall be prepared in accordance with generally
      accepted auditing standards relating to reporting and which report and
      opinion shall contain no material exceptions or qualifications except for
      qualifications relating to accounting changes (with which such independent
      public accountants concur) in response to FASB releases or other
      authoritative pronouncements and (B) annual percentage statistics
      concerning occupancy rate, payor mix, any other statistical and operating
      information that Borrower deems relevant in the operation of its business
      and such other information as the Administrative Agent may reasonably
      request;

            (ii) As soon as available, but in any event within forty-five (45)
      days (plus the period of any extensions obtained by the Borrower pursuant
      to Rule 12b-25 of the Exchange Act) after the end of each of the first
      three fiscal quarters of each of its fiscal years (commencing with the
      fiscal quarter ending March 31, 2005), (A) the unaudited and consolidated
      balance sheet of the Borrower and its Consolidated Subsidiaries as at the
      end of, and the related unaudited consolidated statements of income,
      stockholders' equity and cash flows for, such quarter, and for the portion
      of the fiscal year through the end of such quarter, and the corresponding
      figures as at the end of such quarter, and for the corresponding period,
      in the preceding fiscal year, together with a certificate signed by an
      Authorized Officer of the Borrower, on behalf of the Borrower, to the
      effect that such financial statements, while not examined by independent
      public accountants, reflect, in the opinion of the Borrower, all
      adjustments necessary to present fairly the financial

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      position of the Borrower and its Consolidated Subsidiaries as at the end
      of the fiscal quarter and the results of operations for the quarter then
      ended in conformity with GAAP, subject to normal year-end audit
      adjustments and the absence of footnotes and (B) quarterly percentage
      statistics concerning occupancy rate, payor mix, any other statistical and
      operating information that Borrower deems relevant in the operation of its
      business and such other information as the Administrative Agent may
      reasonably request;

            (iii) Simultaneously with the delivery of the statements referred to
      in paragraphs (i) and (ii) of this Section 5.1(a), a certificate of an
      Authorized Officer of the Borrower in form and substance reasonably
      satisfactory to the Administrative Agent (A) stating whether or not such
      Authorized Officer has knowledge, after due inquiry, of any condition or
      event which would constitute an Event of Default or Default and, if so,
      specifying each such condition or event and the nature thereof and what
      action any Credit Party is taking or proposes to take with respect
      thereto, (B) demonstrating compliance with the provisions of Section
      6.4(e) including a detailed report of Investments in Joint Ventures during
      the prior quarter and the receipt of dividends, distributions and other
      returns on capital from Joint Ventures during the prior quarter and (C)
      demonstrating in reasonable detail compliance with the provisions of
      Sections 6.8 through 6.12 hereof;

            (iv) Promptly upon their becoming available, copies of all financial
      audits, studies, reports or evaluations prepared for, or submitted to, any
      of the Credit Parties by any outside professional financial firm or
      service, including, without limitation, any comment letter submitted by
      the Borrower's accountants to management in connection with their annual
      audit;

            (v) Promptly upon their becoming available, copies of all
      registration statements, proxy statements, notices and reports which the
      Borrower or any other Credit Party shall file with any securities exchange
      or with the SEC or any successor agency; and

            (vi) Within thirty (30) days after the end of each fiscal year, a
      set of financial projections for the Borrower and its Consolidated
      Subsidiaries for the next fiscal year in a form and in reasonable detail
      satisfactory to the Administrative Agent.

            Information required to be delivered pursuant to this Section 5.1(a)
shall be deemed to have been delivered on the date on which the Borrower
provides notice to the Administrative Agent, Issuing Bank and each Lender that
such information has been posted on the Borrower's website on the Internet at
the website address listed on the signature pages hereof, at
sec.gov/edaux/searches.htm or at another website identified in such notice and
accessible by the Lenders without charge; provided, that (A) such notice may be
included in a certificate delivered to the Administrative Agent pursuant to
paragraph (iii) hereof, and (B) the Borrower shall deliver paper copies of the
information referred to in paragraphs (i), (ii) and (iii) hereof to any Lender
that requests such delivery. All other notices and information required to be
provided pursuant to this Section 5.1(a) shall be deemed delivered pursuant to
this Section 5.1(a) when delivered to the Administrative Agent; provided, that
the Borrower shall deliver paper copies of any such notice or information to any
Lender that requests such delivery.

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            (b) Subject to the last paragraph of this Section 5.1(b), furnish or
cause to be furnished to the Administrative Agent:

            (i) Promptly, and in any event within five (5) Business Days, after
      receipt of any material notice or correspondence from any company or agent
      for any company providing insurance coverage to any Credit Party relating
      to any material loss or any loss in excess of $5,000,000 with respect to
      any Real Property Asset, copies of such notices and/or correspondence;

            (ii) Without limiting any Credit Party's other obligations to give
      notice under the Fundamental Documents, within twenty (20) days of the end
      of each calendar quarter, a schedule setting forth each sale or other
      disposition of any asset or property effected outside the ordinary course
      of business during such quarter, the date of each such sale or
      disposition, and the book value and the sales price with respect to each
      such asset or property sold or disposed of;

            (iii) From time to time such additional information regarding the
      financial condition or business of any of the Credit Parties, any Real
      Property Asset or the Collateral, as the Administrative Agent, the Issuing
      Bank or any Lender, acting through the Administrative Agent, may
      reasonably request, including, without limitation, copies of all
      management projections prepared at the reasonable request of the
      Administrative Agent; and

            (iv) Upon the request of the Administrative Agent, updates and such
      other information as the Administrative Agent may request with respect to
      the status of any repurchase of the Borrower's common stock as
      contemplated by Section 6.5(e) hereof.

All notices and information required to be provided pursuant to this Section
5.1(b) shall be deemed delivered pursuant to this Section 5.1(b) when delivered
to the Administrative Agent.

            SECTION 5.2 Compliance with Laws. (a) Do or cause to be done all
things necessary (i) to preserve, renew and keep in full force and effect its
existence, Proprietary Rights, Regulatory Licenses, other licenses,
Reimbursement Approvals, permits, franchises, certificates (including, without
limitation, certificates of need), authorization, accreditations, easements,
rights of way and other rights, consents and approvals the nonexistence of which
is reasonably likely to have a Material Adverse Effect and (ii) to comply with
all applicable statutes, ordinances, rules, regulations and orders of, and all
applicable restrictions or requirements imposed by, any Governmental Authority
(including, without limitation, health care laws, Environmental Laws, all zoning
and building codes and ERISA) or any other Requirements except where the
necessity of compliance therewith is contested in good faith by the appropriate
proceedings or where such noncompliance in the aggregate would not reasonably be
expected to have a Material Adverse Effect; provided, in each case, that the
applicable Credit Party shall have set aside on its books reasonable reserves
(the presentation of which is segregated to the extent required by GAAP) with
respect thereto if such reserves are required by GAAP or where such
noncompliance in the aggregate would not reasonably be expected to have a
Material Adverse Effect.

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            (b) Obtain or make all further authorizations, approvals, orders,
consents, licenses, registration or filings from or with any Governmental
Authority required for the performance by any Credit Party of this Credit
Agreement and the other Fundamental Documents to which it is a party.

            SECTION 5.3 Maintenance of Properties. Except to the extent that the
failure to do any of the following would not, in the aggregate, reasonably be
expected to have a Material Adverse Effect, (a) keep its tangible properties
including, without limitation, each Real Property Asset, in good repair, working
order and condition (ordinary wear and tear and damage by casualty excepted) and
(b) from time to time (i) subject to the terms hereof, make all necessary and
proper repairs, renewals, replacements, additions and improvements thereto and
(ii) comply with the provisions of all Regulatory Licenses, Reimbursement
Approvals, leases and other Material Agreements to which it is a party so as to
prevent any loss or forfeiture thereof or thereunder unless compliance therewith
is being currently contested in good faith by appropriate proceedings and
appropriate reserves have been established in accordance with GAAP.

            SECTION 5.4 Notice of Material Events. (a) Promptly upon, but in any
event within five (5) Business Days after, an Authorized Officer or other
executive officer of any Credit Party obtaining knowledge of (i) any (X) Default
or (Y) Event of Default, (ii) any Material Adverse Effect, (iii) any action,
event or condition which could reasonably be expected to have a Material Adverse
Effect, (iv) the change of the chief executive office or the principal place of
business of any Credit Party or of the location of any Credit Party's books and
records with respect to the Collateral or any Pledged Securities, (v) any change
in the name, corporate structure or the jurisdiction of organization of any
Credit Party, (vi) a change in the organizational identification number of any
Credit Party or the receipt of an organizational number by a Credit Party which
previously did not have one; (vii) any other event which could reasonably be
expected to materially decrease the value of the Collateral, (viii) any material
amendment to any Material Agreement, (ix) any Person giving any notice to any
Credit Party or taking any other action to enforce remedies with respect to a
claimed default or event or condition of the type referred to in paragraphs (g),
(h), (i) or (j) of Article 7, (x) any strike, walkout, material work stoppage or
other material labor difficulty with respect to any Credit Party, or (xi) any
revocation, suspension, termination, rescission, non-renewal, forfeiture or
similar action by any Governmental Authority to take any of the foregoing
actions with respect to a Regulatory License or a Reimbursement Approval or any
material amendment to any Regulatory License or Reimbursement Approval, give
written notice thereof to the Administrative Agent specifying the nature and
period of existence of any such condition or event, or specifying the notice
given or action taken by such Person and the nature of such claimed Event of
Default or condition and what action any Credit Party has taken, is taking and
proposes to take with respect thereto.

            (b) Promptly upon, but in any event within ten (10) Business Days
after, an Authorized Officer or other executive officer of any Credit Party
obtaining knowledge of (i) the institution of, or threat of, any action, suit,
proceeding, investigation or arbitration by any Governmental Authority or other
Person against or affecting any Credit Party or any of its assets including,
without limitation, any Regulatory License or Reimbursement Approval and (ii)
any material development in any such action, suit, proceeding, investigation or
arbitration (whether or not previously disclosed to the Administrative Agent),
which, in the case of clause (i) or (ii)

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above, is reasonably likely to have a Material Adverse Effect, such Credit Party
shall promptly give written notice thereof to the Administrative Agent and
provide such other information as may be available to it to enable the
Administrative Agent to evaluate such matters; and, in addition to the
requirements set forth in clauses (i) and (ii) of this subsection (b), such
Credit Party upon request shall promptly give notice to the Administrative Agent
of the status of any action, suit, proceeding, investigation or arbitration
covered by a report delivered to the Administrative Agent pursuant to this
subsection (b) above and provide such other information as may be reasonably
available to it to enable the Administrative Agent to evaluate such matters.

            SECTION 5.5 Insurance. (a) Keep its assets, or cause its tenants
under applicable leases to keep its assets, which are of an insurable character
(including, without limitation, all Real Property Assets) insured at all times
with financially sound and reputable insurance companies, against such risks, in
such amounts, and with such deductions as is customary for companies of the same
or similar size in the same or similar businesses; provided, that such insurance
shall (i) insure the assets (including, without limitation, all Real Property
Assets and all Collateral) of the Credit Parties (other than motor vehicles)
against all risk of loss or damage including, without limitation, loss by fire,
explosion, theft and such other casualties as may be reasonably satisfactory to
the Administrative Agent, and (ii) insure the Credit Parties, and the
Administrative Agent, the Issuing Bank and the Lenders against comprehensive
general and automobile liability, such policies to be in accordance with
customary industry practice and in such form and amounts and having such
coverage as is customary for companies of the same or similar size in the same
or similar businesses or as otherwise may be reasonably satisfactory to the
Administrative Agent. All such insurance shall (i) contain a Lender's Loss
Payable Endorsement in favor of the Administrative Agent on behalf of the
Secured Parties in all loss or damage insurance policies, (ii) provide that no
cancellation, material reduction in amount or material change in coverage
thereof shall be effective until at least thirty (30) days after written notice
to the Administrative Agent (on behalf of the Secured Parties) thereof, (iii)
name the Administrative Agent (for the benefit of the Secured Parties) as loss
payee for physical damage insurance with respect to property which constitutes
Collateral or a Real Property Asset as to which a Lien has been granted to the
Administrative Agent, with the right, if an Event of Default has occurred and is
then continuing, to adjust losses and claims with respect to such property, and
as an additional insured for liability insurance (provided, that with respect to
property to which a Lien permitted hereunder has been granted to another
creditor, such other creditor may also be named as loss payee, with payment to
be made as their interests may appear and as an additional insured, with the
Administrative Agent), (iv) state that neither the Administrative Agent, any of
the Lenders, nor any other Secured Party shall be responsible for premiums,
commissions, club calls, assessments or advances and (v) be reasonably
satisfactory in all other respects (including deductibles) to the Administrative
Agent.

            (b) Upon the request of the Administrative Agent, furnish to the
Administrative Agent, an updated schedule describing all insurance maintained by
the Credit Parties, which schedule shall set forth, for each insurance policy,
the policy number, the type of coverage, the policy limits and deductibles, the
insurer and the expiration date.

            (c) Furnish to the Administrative Agent, to the extent not
previously delivered, original certificates of insurance for all insurance
maintained by a Credit Party which certificates shall comply with the
requirements of this Section 5.5 set forth above and contain signatures of

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duly authorized representatives of the insurer, at all times prior to policy
termination, cessation or cancellation.

            (d) Maintain such other insurance or self insurance as may be
required by Applicable Law or any agreement to which any Credit Party is a party
or as the Administrative Agent may reasonably request.

            SECTION 5.6 Books and Records. (a) Maintain or cause to be
maintained at all times, in accordance with GAAP, true and complete books and
records of its financial operations.

            (b) Provide the Administrative Agent, the Issuing Bank and their
representatives (at the Borrower's expense) or any Lender and its
representatives (at such Lender's expense) access to such books and records and
to any of its properties or assets upon reasonable notice and during regular
business hours in order that the Administrative Agent, the Issuing Bank or such
Lender (as applicable) may make such audits and examinations and make abstracts
from such books, accounts, records and other papers of a Credit Party pertaining
to the Collateral or any Real Property Asset and upon notification to the
Borrower, permit the Administrative Agent, the Issuing Bank or such Lender (as
applicable) or its representatives to discuss the affairs, finances and accounts
with, and be advised as to the same by, officers and independent accountants,
all as the Administrative Agent, the Issuing Bank or such Lender (as applicable)
may deem appropriate for the purpose of verifying any report delivered by any
Credit Party to the Administrative Agent, the Issuing Bank and/or the Lenders
pursuant to this Credit Agreement or for otherwise ascertaining compliance with
this Credit Agreement or any other Fundamental Document.

            SECTION 5.7 Observance of Material Agreements. (a) Duly observe and
perform all terms and conditions of any Material Agreement and diligently
protect and enforce the rights of the Credit Parties under all such Material
Agreements to the extent and in a manner consistent with prudent business
judgement.

            (b) Promptly provide the Administrative Agent copies of any and all
agreements amending, altering, modifying, waiving or supplementing in any
material respect the ElderCare Subordinated Note Indenture, the Convertible
Subordinated Debenture Indenture and any other Material Agreement.

            (c) Maintain in effect all material Regulatory Licenses and material
Reimbursement Approvals necessary to the operation of its business.

            (d) Except where the failure to participate or comply could not
reasonably be expected to have a Material Adverse Effect, continue its
participation in all Third Party Payor Arrangements and comply with all rules,
regulations, standard procedures and decrees necessary to continue its
participation in such Third Party Payor Arrangements and prepare and file all
applicable cost reports with respect to such Third Party Payor Arrangements.

            SECTION 5.8 Taxes and Charges. Duly pay and discharge, or cause to
be paid and discharged, before the same shall become in arrears (after giving
effect to applicable extensions), all taxes, assessments, levies and other
governmental charges, in any material amount imposed upon any Credit Party or
its properties, sales and activities, or any part thereof,

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or upon the income or profits therefrom, as well as all claims for labor,
materials, or supplies which if unpaid might by law become a Lien upon any
property of any Credit Party; provided, however, that any tax, assessment, levy,
governmental charge or claim for labor, material or supplies need not be paid if
the validity or amount thereof shall currently be contested in good faith by
appropriate proceedings and if such Credit Party shall have set aside on its
books reasonable reserves (the presentation of which is segregated to the extent
required by GAAP) with respect thereto if such reserves are required by GAAP;
and provided, further, that such Credit Party will pay all such taxes,
assessments, levies or other governmental charges and claims for labor, material
or supplies forthwith upon the commencement of proceedings to foreclose any Lien
which may have attached as security therefor.

            SECTION 5.9 Liens. Defend the Collateral (including, without
limitation, the Pledged Securities) and the Real Property Assets against any and
all Liens, claims and other impediments howsoever arising, other than Permitted
Liens, and in any event defend the same against any attempted foreclosure.

            SECTION 5.10 Further Assurances; Security Interests. (a) Upon the
request of the Administrative Agent, duly execute and deliver, or cause to be
duly executed and delivered, at the cost and expense of the Credit Parties, such
further instruments as may be necessary in the reasonable judgment of the
Administrative Agent or its counsel to carry out the provisions and purposes of
this Credit Agreement and the other Fundamental Documents.

            (b) Upon the request of the Administrative Agent, promptly execute
and deliver or cause to be executed and delivered, at the cost and expense of
the Credit Parties, such further instruments as may be appropriate in the
reasonable judgment of the Administrative Agent or its counsel, to provide the
Administrative Agent for the benefit of the Secured Parties a first perfected
Lien in the Collateral, and any and all documents (including, without
limitation, an amendment or supplement of any financing statement and a
continuation statement or other statement) for filing under the provisions of
the UCC and the rules and regulations thereunder, or any other Applicable Law of
the United States or any other jurisdiction which the Administrative Agent may
deem reasonably necessary or advisable, and perform or cause to be performed
such other ministerial acts which are reasonably necessary or advisable, from
time to time, in order to grant and maintain in favor of the Administrative
Agent for the benefit of the Secured Parties the security interest in the
Collateral contemplated hereunder and under the other Fundamental Documents,
subject only to Permitted Liens.

            (c) Promptly undertake to deliver or cause to be delivered to the
Administrative Agent from time to time such other documentation, consents,
authorizations and approvals, in form and substance reasonably satisfactory to
the Administrative Agent, as the Administrative Agent or its counsel shall deem
reasonably necessary or advisable to perfect or maintain the Liens of the
Administrative Agent for the benefit of the Secured Parties.

            SECTION 5.11 Environmental Laws. (a) Promptly notify the
Administrative Agent upon any Credit Party gaining actual knowledge of any
violation or non-compliance with, or liability or potential liability under, any
Environmental Laws which, when taken together with all other violations of, or
liability under, Environmental Law is reasonably expected to have a Material
Adverse Effect, and promptly furnish to the Administrative Agent all written
notices of

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any nature which any Credit Party may receive from any Governmental Authority or
other Person with respect to any violation, or potential violation or
non-compliance with, or liability or potential liability under, any
Environmental Laws which, in any case or when taken together with all such other
notices, could reasonably be expected to have a Material Adverse Effect.

            (b) Comply with and use reasonable efforts to ensure compliance by
all tenants and subtenants with all Environmental Laws, and obtain and comply in
all respects with and maintain and use reasonable efforts to ensure that all
tenants and subtenants obtain and comply in all respects with and maintain any
and all Environmental Permits required by Environmental Laws, except where
failure to do so is not reasonably likely to have a Material Adverse Effect.

            (c) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under all
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities, except where failure to
do so would not have a Material Adverse Effect. Any order or directive whose
lawfulness is being contested in good faith by appropriate proceedings shall be
considered a lawful order or directive when such proceedings, including any
judicial review of such proceedings, have been finally concluded by the issuance
of a final non-appealable order; provided, however, that the appropriate Credit
Party shall have set aside on its books reasonable reserves (the presentation of
which is segregated to the extent required by GAAP) with respect thereto.

            (d) Indemnify, defend and hold harmless the Administrative Agent,
the Issuing Bank, the Lenders and the other Secured Parties, and their
respective officers, directors, shareholders, employees, agents,
representatives, successors and assigns from and against any liability, fine,
penalty, loss, damage, suit, settlement, action, expense and cost (including,
but not limited to, reasonable attorneys' fees (including cost of in-house
counsel) and environmental consultant fees), arising out of or relating to: (A)
the presence or Release of any Hazardous Materials at, to, on, under, from, or
about any Premises; (B) any violation of any Environmental Law or Environmental
Permit by any Credit Party; (C) the transportation or the arrangement for the
transportation, handling, treatment, or disposal of any Hazardous Materials to
any location other than any Premises by or on behalf of any Credit Party; (D)
any Environmental Claim relating to any Premises or any activities conducted at
any Premises; and (E) any breach of any environmental representation or covenant
in this Credit Agreement or any other Fundamental Document (but excluding any
such liability, fine, penalty, loss, damage, suit, settlement, action, expense
or cost of an indemnified party to the extent primarily caused by the gross
negligence or willful misconduct of such indemnified party as determined by a
final judgment of a court of competent jurisdiction). The obligations of the
Borrower under this Section 5.11(d) shall survive the Facility Termination Date,
the termination of this Credit Agreement, the payment of the Obligations and the
expiration, termination and/or cancellation of the Letters of Credit hereunder
indefinitely.

            SECTION 5.12 Subsidiaries. Except with respect to any Excluded
Assets, any Unrestricted Subsidiaries or as may otherwise be agreed in writing
by the Administrative Agent, deliver to the Administrative Agent reasonably
promptly after formation or acquisition of any new Subsidiary (but in any event
prior to commencement of operations by such Subsidiary), (i) an Instrument of
Assumption and Joinder executed by such Subsidiary, (ii) appropriate UCC-1

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financing statements and/or other security documents, organizational documents
and written opinions of counsel, all as may be reasonably requested by the
Administrative Agent or its counsel and all in form and substance reasonably
satisfactory to the Administrative Agent and its counsel (it being understood
that such Subsidiary shall not be required to provide a mortgage with respect to
any Real Property Assets except under the circumstances contemplated by Section
6.6 (a)(iv)(A)) and (iii) if applicable, certificates or other instruments (if
any) representing all of the Capital Stock of such Subsidiary together with an
undated stock power (or other appropriate document) executed in blank for each
such certificate or other instrument.

            SECTION 5.13 Lease Agreements. From time to time (i) furnish to the
Administrative Agent such information and reports regarding any lease agreement
with respect to a Real Property Asset to which a Credit Party is a party as the
Administrative Agent may reasonably request and (ii) upon the occurrence and
continuation of an Event of Default and the reasonable request of the
Administrative Agent, make such demands and requests for information, reports or
action to the other parties to a lease agreement to which a Credit Party is a
party, as the Credit Party is entitled to make under each such lease agreement.

            SECTION 5.14 Lender Meetings. From time to time as requested by the
Administrative Agent or the Required Lenders, participate in, and cause an
Authorized Officer of the Borrower to be available for and to participate in, a
meeting of Lenders to be held, at reasonable intervals, at locations and at
times reasonably requested by the Administrative Agent (or, if applicable, the
Required Lenders).

            SECTION 5.15 Use of Proceeds of Revolving Credit Loans. Use the
proceeds of the Loans for the purposes which are not otherwise prohibited by the
terms of this Credit Agreement, including, without limitation, Sections 2.1(b).

            SECTION 5.16 Cash Management System. At all times maintain or cause
to be maintained an integrated cash management system in accordance with the
terms of Section 8.3 hereof.

            SECTION 5.17 ERISA Plan Compliance and Reports. Furnish to the
Administrative Agent (i) as soon as possible, and in any event within ten (10)
days after any executive officer of a Credit Party has knowledge that (A) any
Reportable Event with respect to any Plan has occurred, a statement of an
executive officer of the Credit Party, setting forth on behalf of such Credit
Party details as to such Reportable Event and the action which it proposes to
take with respect thereto, together with a copy of the notice, if any, required
to be filed of such Reportable Event given to the PBGC or (B) an accumulated
funding deficiency has been incurred or an application has been made to the
Secretary of the Treasury for a waiver or modification of the minimum funding
standard or an extension of any amortization period under Section 412 of the
Code with respect to a Plan or a Multiemployer Plan has been or is proposed to
be terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA, proceedings have been instituted to terminate a Plan if such Plan is
subject to Title IV of ERISA, an action has been instituted pursuant to Section
515 of ERISA to collect a delinquent contribution to a Multiemployer Plan, or
any such Credit Party or ERISA Affiliate will incur any liability to or on
account of the termination of or withdrawal from a Plan subject to Title IV of
ERISA or Multiemployer Plan under Section 4062, 4063, 4201 or 4204 of ERISA, a
statement of

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an executive officer of the Credit Party, setting forth full details as to such
event and the action the applicable Credit Party proposes to take with respect
thereto, (ii) promptly upon reasonable request of the Administrative Agent,
copies of each annual and other report with respect to each Plan and (iii)
promptly after receipt thereof, a copy of any notice any Credit Party or ERISA
Affiliate may receive from the PBGC relating to the PBGC's intention to
terminate any Plan subject to Title IV of ERISA or to appoint a trustee to
administer any Plan subject to Title IV of ERISA.

6.    NEGATIVE COVENANTS

            From the date hereof and for so long as any Commitments shall be in
effect, any amount remains outstanding with respect to any Loan, any Letter of
Credit shall remain outstanding (or not cash collateralized in an amount equal
to 105% of the then current L/C Exposure) or any other Obligation remains unpaid
or unsatisfied, each Credit Party agrees that, unless the Required Lenders shall
otherwise consent in writing, it will not:

            SECTION 6.1 Limitations on Indebtedness and Disqualified Capital
Stock. Incur, create, assume or suffer to exist any Disqualified Capital Stock
or Indebtedness, other than:

            (a) the Indebtedness and other Obligations under this Credit
Agreement;

            (b) existing Indebtedness described on Schedule 6.1 hereto;

            (c) Indebtedness in respect of intercompany advances constituting
Investments permitted under Section 6.4 hereof;

            (d) Indebtedness incurred under Interest Rate Protection Agreements
to the extent entered into by the applicable Credit Party for bona fide hedging
purposes;

            (e) Indebtedness of a Person which becomes a Credit Party after the
Closing Date in connection with a Permitted Acquisition; provided, that (i) such
Indebtedness existed at the time the Person became a Credit Party and was not
created in anticipation of the acquisition of such Person, (ii) immediately
after giving effect to the Permitted Acquisition of such Person by a Credit
Party, no Default or Event of Default shall have occurred and be continuing,
(iii) such Indebtedness is non-recourse to the Borrower or any other Credit
Party (other than such Person to the extent such Indebtedness was with recourse
to such Person at the time such Person became a Credit Party) and (iv) the
aggregate outstanding principal amount of Indebtedness of all of the Credit
Parties permitted by this Section 6.1(e) shall not exceed $15,000,000 at any
time;

            (f) Indebtedness secured by any asset at the time of acquisition of
such asset by a Credit Party (not in violation of any of the terms hereof) at
any time after the Closing Date; provided, that (i) such Indebtedness existed at
the time the asset was acquired by a Credit Party and was not created in
anticipation of the acquisition thereof, (ii) such Indebtedness is non-recourse
to the Borrower or any other Credit Party (other than to the specific asset
acquired) and (iii) the aggregate outstanding principal amount of Indebtedness
of all of the Credit Parties permitted by this Section 6.1(f) shall not exceed
$15,000,000 at any time;

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            (g) Guarantees permitted pursuant to Section 6.3 hereof;

            (h) deferred payment obligations resulting from the adjudication or
settlement of any litigation involving a Credit Party; provided, that (i) the
aggregate amount of such obligations for all of the Credit Parties shall not
exceed $10,000,000 (except as covered by Insurance) at any time and (ii) the
judgment(s) to which such obligations relate would not be an Event of Default
hereunder;

            (i) Subordinated Debt;

            (j) other Indebtedness in an aggregate principal amount at any time
outstanding not exceeding $50,000,000;

            (k) Indebtedness in respect of secured purchase money financing
(including Capital Leases) in an aggregate amount not to exceed $15,000,000; and

            (l) any Indebtedness extending, renewing or refinancing all or any
portion of any Indebtedness described in paragraph (b), (e), (f) or (i) of this
Section 6.1, provided that (i) the amount of such Indebtedness is not increased
at the time of such refinancing, refunding, renewal or extension except by an
amount equal to a reasonable premium or other reasonable amount paid, and fees
and expenses reasonably incurred, in connection with such refinancing, (ii) any
such extension, renewal or refinancing is effected on substantially the same
terms or terms more favorable to the applicable Credit Party which is the
obligor of such Indebtedness (or in the case of subordination provisions, to the
Lenders), except that the interest rate may be at the then prevailing rate for
the same type of Indebtedness, and (iii) the Weighted Average Life to Maturity
of such Indebtedness is not decreased.

            SECTION 6.2 Limitations on Liens. Incur, create, assume or suffer to
exist any Lien on any of its revenue stream, property or assets, whether now
owned or hereafter acquired, except:

            (a) deposits under worker's compensation, unemployment insurance and
social security and similar laws or to secure statutory obligations or surety,
appeal, performance, completion or other similar bonds, to secure performance as
lessee under leases of real or personal property or to secure performance of
tenders, bids, contracts (other than for the repayment of Indebtedness) and
other obligations of a like nature, in each case incurred in the ordinary course
of business;

            (b) Liens customarily granted or incurred in the ordinary course of
business with regard to services rendered by carriers, warehouses, suppliers of
materials and equipment, mechanics and repairmen and other Liens imposed by
Applicable Law which obligations are not yet due and payable (unless such
obligations are being contested in good faith and with respect to which
appropriate reserves have been established in accordance with GAAP);

            (c) the Liens in favor of the Administrative Agent (for the benefit
of the Secured Parties) under this Credit Agreement, the other Fundamental
Documents and any other document contemplated hereby or thereby;

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            (d) existing Liens listed on Schedule 6.2 hereto;

            (e) Liens securing Indebtedness permitted pursuant to Section
6.1(j);

            (f) Liens arising out of attachments, judgments or awards as to
which an appeal or other appropriate proceedings for contest or review are
timely commenced (and as to which foreclosure and other enforcement proceedings
shall not have been commenced (unless fully bonded or otherwise effectively
stayed)) and as to which appropriate reserves have been established in
accordance with GAAP;

            (g) Liens for taxes, assessments or other governmental charges or
levies not yet due and payable, or the validity or amount of which is currently
being contested in good faith by appropriate proceedings and for which reserves
have been set aside on the books of the applicable Credit Party, in each case
pursuant to and in accordance with the terms of Section 5.8 hereof;

            (h) financing statements filed in connection with a Capital Lease or
an operating lease, in each case not prohibited hereunder; provided, that no
such financing statement extends, covers or refers to any property or assets of
a Credit Party, other than the property or assets which are subject to such
Capital Lease or such operating lease;

            (i) easements (including, without limitation, reciprocal easement
agreements and utility agreements), rights of way requirements, restrictions
(including, without limitation, zoning restrictions), covenants, consents,
reservations, encroachments, variations and other similar restrictions, charges,
encumbrances (whether or not recorded) (but specifically excluding rights of
first refusal, options and other contractual rights to sell, assign or otherwise
dispose of any Real Property Asset or any interest therein) on any Real Property
Asset which, in the aggregate, (i) do not materially detract from the value of
the applicable Real Property Asset subject thereto, (ii) do not materially
interfere with the ordinary conduct of the business of the Credit Parties or any
lessee under a lease or (iii) do not materially impair the use of the applicable
Real Property Asset by any Credit Party or any lessee under a lease;

            (j) Liens on the property or assets of a Person which becomes a
Credit Party after the Closing Date securing Indebtedness permitted under
Section 6.1(e) hereof; provided, that (i) such Liens existed at the time such
Person became a Credit Party and were not created in anticipation of the
acquisition of such Person, (ii) any such Lien does not by its terms cover any
property or assets after the time such Person becomes a Credit Party which were
not covered immediately prior thereto, and (iii) any such Lien does not by its
terms secure any Indebtedness other than Indebtedness existing immediately prior
to the time such Person becomes a Credit Party;

            (k) Liens arising by virtue of any statutory or common law provision
relating to banker's liens, rights of set off or similar rights with respect to
deposit accounts;

            (l) Liens on assets at the time of acquisition of the asset by a
Credit Party; provided, that (i) such Liens existed at the time of such
acquisition and were not created in anticipation of the acquisition of such
asset, (ii) any such Lien does not by its terms cover any

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property or assets other than the asset acquired, and (iii) any such Lien does
not by its terms secure any Indebtedness other than Indebtedness permitted
pursuant to Section 6.1(f);

            (m) Liens securing refinancing Indebtedness permitted by Section
6.1(l); provided, that such Liens shall by their terms cover only such property
or assets as is covered by the Liens securing the Indebtedness being refinanced
and no new or additional property or assets and any Liens granted with respect
to such refinancing Indebtedness shall be subordinated to at least the same
extent as the existing Liens securing such Indebtedness being refinanced;

            (n) Liens incurred in the ordinary course of business with respect
to obligations that do not exceed $10,000,000 in the aggregate at any one time
outstanding and that are not incurred in connection with Indebtedness or the
obtaining of advances or credit (other than trade credit in the ordinary course
of business);

            (o) rights of first refusal, options or other contractual rights to
sell, assign or otherwise dispose of any Real Property Asset or interest therein
which right of first refusal, option or contractual right (i) is described on
Schedule 3.10(d) hereto, (ii) has been consented to in writing by the
Administrative Agent, (iii) is in connection with an asset sale permitted by
Section 6.6 hereof or (iv) in the case of such rights granted after the Closing
Date when taken with all other rights of first refusal, options and other
contractual rights permitted by this clause (o), do not over the term of this
Credit Agreement affect Real Property Assets having an aggregate fair market
value exceeding $5,000,000;

            (p) Liens on Capital Stock held by a Credit Party in any Joint
Venture, to the extent that such Lien secures debt of such Joint Venture and is
non-recourse to the applicable Credit Party except to such Capital Stock;

            (q) leases or subleases of real property to others not interfering
in any material respect with the business of the Borrower or any Credit Party;
and

            (r) Liens incurred in connection with secured purchase money
financing permitted pursuant to Section 6.1(k), provided that such Liens shall
not extend to or cover any other property of any Credit Party or any of its
Subsidiaries;

            SECTION 6.3 Limitation on Guaranties. Incur, create, assume or
suffer to exist any Guaranty, either directly or indirectly, except:

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

            (b) the Guaranties made by the Guarantors pursuant to Article 9
hereof;

            (c) Guaranties of obligations of a Credit Party which obligations
are not prohibited hereunder;

            (d) Guaranties set forth on Schedule 6.1 hereto;

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            (e) Guaranties of Indebtedness permitted by Section 6.1 hereof;
provided that Guaranties of any Subordinated Debt shall be subordinated to the
same extent as such Subordinated Debt.

            (f) Guaranties constituting Investments that are not prohibited by
Section 6.4;

            (g) other Guaranties of obligations and liabilities which do not in
the aggregate expose the guarantors thereof to an amount in excess of
$10,000,000; and

            (h) Guaranties by the Borrower of the obligations set forth on
Schedule 6.3 hereto.

            SECTION 6.4 Limitations on Investments. Create, make or incur any
Investment, except:

            (a) cash and Cash Equivalents;

            (b) Investments (whether as equity or loans) by the Borrower or a
Credit Party in another Credit Party or a Person that immediately becomes a
Credit Party;

            (c) Investments (whether as equity or loans) by the Borrower or a
Credit Party in Subsidiaries which are not Credit Parties; provided, that the
aggregate amount of all such Investments (other than the Investments described
in the following sentence) made by the Credit Parties after the Closing Date in
such Subsidiaries may not exceed $10,000,000 at any time. The foregoing
limitation on amount shall exclude any amounts in respect of Investments in the
captive insurance subsidiary from time to time;

            (d) additional Investments received in settlement of Indebtedness or
other obligations created in the ordinary course of business and owing to any
Credit Party;

            (e) Investments in Joint Ventures; provided, that the aggregate
amount of all such Investments of the Credit Parties made after the Closing Date
taken as a whole in Joint Ventures (including both contributions of capital to
Joint Ventures and the cost of acquiring any Joint Venture interests, other than
an acquisition of the remaining interests in any Joint Venture which results in
such Joint Venture becoming a Credit Party, but net of all dividends,
distributions, or other returns on capital by such Joint Venture with any
non-cash distributions valued at fair market value) may not exceed $25,000,000
at any time;

            (f) existing Investments listed on Schedule 6.4 hereto;

            (g) Investments made as a result of the receipt of non-cash
consideration from an asset sale made in compliance with Section 6.7 hereof;

            (h) Guaranties permitted by Section 6.3; and

            (i) other Investments in an aggregate principal amount at any time
outstanding not exceeding $10,000,000.

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            SECTION 6.5 Restricted Payments. Pay, declare, make or become
obligated to make any Restricted Payment, except:

            (a) the declaration and payment of dividends and/or distributions by
any Credit Party to a Credit Party;

            (b) to the extent permitted under Section 13.16 hereof, payments
with respect to intercompany Indebtedness, intercompany receivables or
intercompany advances constituting Investments permitted under Section 6.4
hereof;

            (c) so long as no Default or Event of Default has occurred and is
continuing, required payments (but not prepayments) of interest (in cash only to
the extent required) with respect to ElderCare Subordinated Notes, Convertible
Subordinated Debentures or any other Subordinated Debt incurred pursuant to
Section 6.1; provided, that such payment of interest is not prohibited by the
subordination provisions of such Subordinated Debt or any subordination
agreements with respect thereto;

            (d) Investments permitted under Section 6.4(e) hereof

            (e) the repurchase by the Borrower of shares of its common stock
from its shareholders at any time or times from and after the Closing Date,
provided, however, that (i) after giving effect to any such repurchase and any
borrowing entered into in order to facilitate any such repurchase, no Default or
Event of Default shall have occurred and be continuing, and (ii) the aggregate
expenditures for all such repurchases after the Closing Date together with all
repurchases, redemptions and conversions of Subordinated Debt pursuant to
Section 6.5(f) does not exceed $155,000,000;

            (f) the repurchase or redemption by the Borrower of Subordinated
Debt at any time or times from and after the Closing Date, provided, however,
that (i) after giving effect to any such repurchase or redemption and any
borrowing entered into in order to facilitate any such transaction, no Default
or Event of Default shall have occurred and be continuing, and (ii) the
aggregate expenditures for all such repurchases or redemptions after the Closing
Date together with all stock repurchase pursuant to Section 6.5(e)(ii) does not
exceed $155,000,000;

            (g) so long as no Default or Event of Default shall have occurred
and be continuing, the Borrower may make cash payments in respect of the
principal amount of Convertible Subordinated Debentures as may be required upon
conversion in accordance with the terms thereof at the option of the holders of
the Convertible Subordinated Debentures; provided that the payments referred to
in this Section 6.5(g) shall be permitted only to the extent that (i)
availability under the Facility, together with unrestricted cash on hand of the
Credit Parties will be at least $25,000,000 after giving effect to such payment
and (ii) such payment is not prohibited by the subordination provisions of the
Convertible Subordinated Debenture Indenture: and

            (h) the repurchase or redemption by the Borrower of Subordinated
Debt in connection with a refinancing permitted pursuant to Section 6.1(l)
hereof.

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            SECTION 6.6 Merger, Sale of Assets, Purchases, etc. (a) Whether in
one transaction or a series of transactions, wind up, liquidate or dissolve its
affairs, or enter into any transaction of merger or consolidation, or sell or
otherwise dispose of any capital stock of any Subsidiary of any Credit Party, or
any of its property, stock or assets or agree to or suffer any of the foregoing,
except for:

            (i) the merger by any solvent Guarantor into the Borrower or another
      Guarantor if after such merger, no Default or Event of Default exists;

            (ii) the transfer by any solvent Guarantor of any or all of its
      assets to the Borrower or another Guarantor and, in the case of a transfer
      of all of the assets of a Guarantor, the subsequent dissolution of such
      solvent Guarantor if after such transactions, no Default or Event of
      Default exists;

            (iii) sales or other dispositions of assets (other than Real
      Property Assets) in the ordinary course of business;

            (iv) sales or dispositions of assets for fair market value, the
      aggregate proceeds of which do not exceed in any fiscal year of the
      Borrower and the other Credit Parties 10% of Consolidated Tangible Assets
      as shown on the most recent consolidated balance sheet of the Borrower and
      its Consolidated Subsidiaries; provided, however, that sales or
      dispositions of assets referred to in this clause (iv) shall be subject to
      the following: (A) if the sale price in any single transaction or series
      of related transactions is greater than $10,000,000 then (x) the fair
      market value of such asset shall be determined in good faith and approved
      by the Board of Directors of the Borrower and (y) the Borrower shall
      deliver to the Administrative Agent a certificate of an Authorized Officer
      of the Borrower attesting to such fair market value and determination by
      the Board of Directors, (B) except as provided in the following sentence,
      not less than 75% of the consideration received in the sale or disposition
      by the Credit Party is in the form of cash, Cash Equivalents and/or assets
      to be used in the business of the Credit Parties (provided, that if such
      assets constitute all or substantially all of the Capital Stock in, or
      assets of, a Person or a division, line of business or other business unit
      of a Person, such acquisition meets the requirements of the definition of
      Permitted Acquisition); (C) if such sale or disposition is to an
      Affiliate, it shall be made in compliance with Section 6.13 hereof; (D)
      the aggregate net book value of all sales of Real Property Assets which
      constitute Collateral pursuant to this Section 6.6(a)(iv) after the
      Closing Date shall not exceed $150,000,000 unless at or before the
      consummation of such sale, the Borrower shall have delivered to the
      Administrative Agent a Mortgage on other Real Property Assets which were
      not part of the Collateral on the Closing Date and having a value at least
      equal to the Real Property Assets to be sold, together with such
      appraisals, title reports, environmental assessments and other information
      regarding such new Collateral as the Administrative Agent may request, and
      (E) if the consummation of any expected sale or other disposition will
      require the release of a Mortgage, the applicable Credit Party shall
      deliver to the Administrative Agent, no less than ten (10) Business Days
      prior to the date of such expected sale or other disposition (or such
      shorter period as the Administrative Agent may agree), written notice of
      the identity of the purchaser or transferee, the expected date of the
      closing of such sale or other disposition, the principal terms of the

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      sale or disposition and such other information as the Administrative Agent
      may request. Compliance with clause (B) above shall not be required with
      respect to the disposition of any asset having a fair market value of less
      than $5,000,000; provided, that the aggregate fair market value of all
      assets disposed of without compliance with clause (B) above shall not
      exceed $25,000,000 in any fiscal year. For purposes of clause (B) above,
      each of the following shall be deemed to be cash: (x) any liabilities, as
      shown on the most recent balance sheet, of the Borrower or other Credit
      Party (other than contingent liabilities and liabilities that are by their
      terms subordinated to the Obligations) that are assumed by the transferee
      of any such assets pursuant to a customary novation agreement that
      releases the Borrower or applicable Credit Party from further liability;
      (y) any securities, notes or other obligations received by a Credit Party
      from such transferee that are, subject to ordinary settlement periods,
      converted by the Credit Party into cash within 90 days, to the extent of
      the cash received in that conversion; and (z) any Designated Non-Cash
      Consideration received by the Borrower or other Credit Party in the sale
      or disposition.

            (v) the use of cash in the ordinary course of business, subject to
      the provisions of this Credit Agreement;

            (vi) the granting of Permitted Liens;

            (vii) the consummation by way of merger of a transaction permitted
      by Section 6.6(b)(ii); and

            (viii) the transfers of assets constituting Investments permitted by
      Section 6.4 or Restricted Payments permitted by Section 6.5.

            (b) Purchase or otherwise acquire all or substantially all of any
stock or assets of any other Person, except for:

            (i) transactions contemplated by Sections 6.6(a)(i) and 6.6(a)(ii)
      above;

            (ii) Permitted Acquisitions; provided that (x) in connection with
      the foregoing, the appropriate Credit Parties shall take all actions
      necessary or reasonably requested by the Administrative Agent to maintain
      the perfection of or perfect, as the case may be, protect and preserve the
      Liens on the Collateral granted to the Administrative Agent pursuant to
      Article 8 hereof and otherwise comply with the provisions of Sections 5.10
      and 5.12, in each case, on the terms set forth therein and to the extent
      applicable, and (y) the aggregate cash consideration for all Permitted
      Acquisitions (other than Permitted Acquisitions constituting reinvestment
      of Net Cash Proceeds of sales or other dispositions pursuant to Section
      6.6(a) (iv)) does not exceed $75,000,000 per fiscal year;

            (iii) the creation of new Subsidiaries which immediately become
      Guarantors to the extent required by and in accordance with Section 5.12
      hereof; and

            (iv) Investments permitted by Section 6.4 hereof.

            SECTION 6.7 Places of Business; Change of Name. Change its name or
change its jurisdiction of incorporation or organization, without in each case
(i) giving the

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<PAGE>

Administrative Agent thirty (30) days prior written notice of such change and
(ii) filing any additional Uniform Commercial Code financing statements, and
such other documents requested by the Administrative Agent to maintain
perfection of the security interest of the Administrative Agent for the benefit
of the Secured Parties in the Collateral.

            SECTION 6.8 Limitations on Capital Expenditures. (a) Make or incur
any obligation to make Capital Expenditures (including obligations under Capital
Leases) which in the aggregate for each of the fiscal years indicated below
exceed the amount set forth opposite such fiscal year:

<TABLE>
<CAPTION>
             Fiscal Year                           Amount (in millions)
             -----------                           --------------------
<S>                                                <C>
Closing Date through September 30, 2005                $65,000,000
October 1, 2005 - September 30, 2006                   $70,000,000
October 1, 2006 - September 30, 2007                   $72,500,000
October 1, 2007 - September 30, 2008                   $75,000,000
October 1, 2008 - September 30, 2009, and each         $75,000,000
fiscal year thereafter
</TABLE>

            (b) To the extent the amount of Capital Expenditures permitted by
the preceding paragraph (a) for any fiscal year (without regard to any
carry-over from a prior year pursuant to this paragraph) is in excess of the
actual amount of Capital Expenditures for such period, the amount of permitted
Capital Expenditures during the immediately succeeding fiscal year only, shall
be increased by the lesser of (i) the amount of such excess and (ii) the amount
equal to 20% of the amount of Capital Expenditures permitted by such paragraph
(a) (without regard to any carry-over from a prior year pursuant to this
paragraph) for the period with respect to which such excess exists.

            SECTION 6.9 Maximum Total Leverage Ratio. For each Rolling Four
Quarters period, permit the Total Leverage Ratio to be more than 4.00 to 1.00.

            SECTION 6.10 Maximum Senior Leverage Ratio. For each Rolling Four
Quarters period, permit the Senior Leverage Ratio to be more than 1.25 to 1.00.

            SECTION 6.11 Minimum Consolidated Fixed Charge Coverage Ratio. For
each Rolling Four Quarter period ending on the last day of each fiscal quarter,
permit the Consolidated Fixed Charge Coverage Ratio to be less than 2.00 to
1.00.

            SECTION 6.12 Minimum Consolidated Net Worth. Permit Consolidated Net
Worth as of the close of each fiscal year (beginning with the fiscal year ending
September 30, 2005) to be less than the sum of (i) 90% of the Consolidated Net
Worth as reported in the Borrower's quarterly report on Form 10Q for the period
ending December 31, 2004 plus (ii) 50% of Consolidated Net Income (to the extent
a positive number) of the Borrower and its Consolidated Subsidiaries for each of
the fiscal years ended after September 30, 2004.

            SECTION 6.13 Transactions with Affiliates. Enter into any
transaction with, or make any payment to, any of its Affiliates that is less
favorable to such Credit Party or of any

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<PAGE>

such Credit Party's Subsidiaries than would have been the case if such
transaction had been effected on an arms-length basis with a Person other than
an Affiliate except that (a) the Borrower may enter into transactions with its
Subsidiaries that are Credit Parties and (b) Subsidiaries of the Borrower that
are Credit Parties may enter into transactions with other Subsidiaries of the
Borrower that are Credit Parties and (c) the investments contemplated by Section
6.4(c) and (e).

            SECTION 6.14 Business Activities. Engage in any business activities
other than owning, leasing and operating any healthcare related facility, unit,
operation or business supplying healthcare services, supplies or products,
including long-term care, rehabilitation therapy, specialized health care,
health care management, and pharmacies.

            SECTION 6.15 Receivables. Sell, discount or otherwise dispose of
Receivables owing to any Credit Party except (i) for purposes of collection in
the ordinary course of business or (ii) in connection with the sale of the
related Credit Party or Real Property Asset to the extent not prohibited under
Section 6.6 hereof.

            SECTION 6.16 Changes to Material Agreements.

            (a) Consent to any modification or waiver of any Material Agreement
listed on Schedule 3.17(b) hereto if such modification or waiver would have a
Material Adverse Effect with respect to the Credit Parties.

            (b) Amend the articles or certificate of incorporation or by-laws of
any Credit Party in any manner which could be reasonably expected to have a
Material Adverse Effect.

            SECTION 6.17 ERISA Compliance. Engage in a "prohibited transaction,"
as defined in Section 406 of ERISA or Section 4975 of the Code, with respect to
any Plan or Multiemployer Plan or knowingly consent to any "party in interest"
or any "disqualified person", as such terms are defined in Section 3(14) or
ERISA and Section 4975(e)(2) of the Code, respectively, engaging in any
"prohibited transaction", with respect to any Plan or Multiemployer Plan; or
permit any Plan to incur any "accumulated funding deficiency", as defined in
Section 302 of ERISA or Section 412 of the Code; or terminate any Plan in a
manner which could result in the imposition of a Lien on any property of any
Credit Party or any ERISA Affiliate pursuant to Section 4068 of ERISA; or breach
or knowingly permit any employee or officer or any trustee or administrator of
any Plan to breach any fiduciary responsibility imposed under Title I of ERISA
with respect to any Plan; engage in any transaction which would result in the
incurrence of a liability under Section 4069 of ERISA; or fail to make
contributions to a Plan or Multiemployer Plan which could result in the
imposition of a Lien on any property of any Credit Party or any ERISA Affiliate
pursuant to Section 302(f) of ERISA or Section 412(n) of the Code, if the
occurrence of any of the foregoing events (alone or in the aggregate) would
reasonably be expected to result in a liability which has a Material Adverse
Effect.

            SECTION 6.18 Hazardous Materials. Cause or permit any of its
properties or assets to be used to generate, manufacture, refine, transport,
treat, store, handle, dispose, transfer, produce or process Hazardous Materials,
except in compliance with all applicable Environmental Laws; nor release,
discharge, dispose of or permit or suffer any release or disposal as a result of

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<PAGE>

any intentional act or omission on its part of Hazardous Materials onto any such
property or asset in violation of any Environmental Law or in a manner that
could result in liability under any Environmental Law, except as are not
reasonably likely to have a Material Adverse Effect.

            SECTION 6.19 Use of Proceeds of Loans.

            (a) Use the proceeds of any Loans hereunder other than for the
purposes set forth in, and as required by, Section 2.1(b) hereof.

            (b) Use, directly or indirectly, the proceeds of any Loan hereunder
for the purpose (whether immediate, incidental or ultimate) of buying or
carrying any Margin Stock.

            SECTION 6.20 Fiscal Year; Fiscal Quarter. Change its fiscal year or
any of its fiscal quarters.

            SECTION 6.21 Formation of Foreign Subsidiaries. Form or acquire any
new direct Subsidiary that is not organized within the United States of America.

            SECTION 6.22 Limitation on Restrictive Agreements. Enter into any
agreement or other arrangement which prohibits or otherwise restricts the
existence of any Lien in favor of the Administrative Agent (for the benefit of
the Lenders) except (i) for any document or instrument governing secured
Indebtedness permitted hereunder that limits Liens only on the specific property
securing such permitted secured Indebtedness, (ii) any agreement which restricts
the ability to grant a security interest in Capital Stock of any Joint Venture
or any Unrestricted Subsidiary or (iii) as otherwise approved by the
Administrative Agent.

7.    EVENTS OF DEFAULT

            In the case of the happening and during the continuance of any of
the following events (herein called "Events of Default"):

            (a) any representation, warranty, certification or statement made by
a Credit Party in this Credit Agreement or any other Fundamental Document to
which it is a party or any statement or representation made by or on behalf of
any Credit Party in any report, financial statement, certificate or other
document furnished to any of the Administrative Agent, the Issuing Bank, any
Lender or any other Secured Party pursuant to this Credit Agreement or any other
Fundamental Document, shall prove to have been false or misleading in any
material respect when made or delivered;

            (b) default shall be made in the payment of principal of any of the
Loans as and when due and payable, whether at the due date thereof, by reason of
maturity, mandatory prepayment, acceleration or otherwise;

            (c) default shall be made in the payment of interest on the Loans,
the Fees, the Letter of Credit Fees or other amounts payable to any of the
Administrative Agent, the Issuing Bank or a Lender under this Credit Agreement,
under any Interest Rate Protection Agreement or under the fee letter with
respect to any Letter of Credit or under the Fee Letter, when and as the

                                       85
<PAGE>

same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment thereof or by acceleration thereof or otherwise and such
default shall continue unremedied for two (2) Business Days;

            (d) default shall be made in the due observance or performance of
any covenant, condition or agreement contained in Sections 5.1(a) (other than
5.1(a)(vi)), 5.4(a)(i), 5.5(a), 5.17 or Article 6 of this Credit Agreement;

            (e) default shall be made by any Credit Party in the due observance
or performance of any other covenant, condition or agreement to be observed or
performed pursuant to the terms of this Credit Agreement or any other
Fundamental Document (other than those covered by paragraphs (a), (b), (c) or
(d) of this Article 7), and such default shall continue unremedied for thirty
(30) days after a Credit Party receives written notice or obtains knowledge of
such occurrence;

            (f) default shall be made with respect to payment of the ElderCare
Subordinated Notes or the Convertible Subordinated Debentures or any other
default shall occur under the ElderCare Subordinated Note Indenture or the
Convertible Subordinated Debenture Indenture, if the effect of such non-payment
default is to accelerate the maturity of such Indebtedness or to permit the
holder thereof to cause such Indebtedness to become due prior to its stated
maturity, and such default shall not be remedied, cured, waived or consented to
within the period of grace with respect thereto, or any other circumstance which
arises (other than the mere passage of time) by reason of which any Credit Party
(as applicable) is required to repurchase or offer to holders of Indebtedness of
any such Person, the opportunity to have repurchased, any such Indebtedness; or
any such Indebtedness shall become or be declared to be due and payable prior to
its stated maturity;

            (g) default shall be made with respect to any payment, when due, of
any Indebtedness in excess of $20,000,000 (other than the Obligations and the
ElderCare Subordinated Notes or the Convertible Subordinated Debentures) of any
Credit Party or any other default shall occur, if the effect of such non-payment
default is to accelerate the maturity of such Indebtedness or to permit the
holder thereof to cause such Indebtedness to become due prior to its stated
maturity, and such default shall not be remedied, cured, waived or consented to
within the period of grace with respect thereto, or any other circumstance which
arises (other than the mere passage of time) by reason of which any Credit Party
(as applicable) is required to repurchase or offer to holders of Indebtedness of
any such Person, the opportunity to have repurchased, any such Indebtedness; or
any such Indebtedness shall become or be declared to be due and payable prior to
its stated maturity;

            (h) any Credit Party shall generally not pay its debts as they
become due or shall admit in writing its inability to pay its debts, or shall
make a general assignment for the benefit of creditors; or any Credit Party
shall commence any case, proceeding or other action seeking to have an order for
relief entered on its behalf as a debtor or to adjudicate it a bankrupt or
insolvent or seeking reorganization, arrangement, adjustment, liquidation,
dissolution or composition of it or its debts under any law relating to
bankruptcy, insolvency, reorganization or relief of debtors or seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property or shall file an answer or
other pleading in any such case,

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<PAGE>

proceeding or other action admitting the material allegations of any petition,
complaint or similar pleading filed against it or consenting to the relief
sought therein; or any Credit Party shall take any action to authorize, or in
contemplation of, any of the foregoing;

            (i) any involuntary case, proceeding or other action against any
Credit Party shall be commenced seeking to have an order for relief entered
against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, liquidation, dissolution or composition
of it or its debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any
substantial part of its property, and such case, proceeding or other action (i)
results in the entry of any order for relief against it or (ii) shall remain
undismissed for a period of sixty (60) days;

            (j) one or more judgment(s) for the payment of money in excess of
$20,000,000 in the aggregate (other than a judgment as to which, and only to the
extent, a reputable insurance company has acknowledged coverage of such claim in
writing) shall be rendered against any Credit Party and either (i) within thirty
(30) days from the entry of such judgment, shall not have been discharged or
stayed pending appeal, or shall not have been discharged within thirty (30) days
from the entry of a final order of affirmance on appeal or (ii) enforcement
proceedings shall be commenced by any creditor on any such judgment;

            (k) (i) failure by any Credit Party or ERISA Affiliate to make any
contributions required to be made to a Plan subject to Title IV of ERISA or a
Multiemployer Plan, (ii) any accumulated funding deficiency (within the meaning
of Section 412 of the Code or Section 302 of ERISA) shall exist with respect to
any Plan (whether or not waived), (iii) failure by any Plan to satisfy the
minimum funding standard required for any plan year or part thereof under
Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or
an extension of any amortization period is sought or granted under Section 412
of the Code or Section 303 or 304 of ERISA, (iv) any Credit Party or ERISA
Affiliate shall have been notified by the sponsor of a Multiemployer Plan that
it has incurred withdrawal liability to such Multiemployer Plan, or that a
Multiemployer Plan is in reorganization or is being terminated, (v) a Reportable
Event with respect to a Plan shall have occurred, (vi) the withdrawal by any
Credit Party or ERISA Affiliate from a Plan during a plan year in which it was a
substantial employer (within the meaning of Section 4001(a)(2) or 4062(e) of
ERISA), (vii) the termination of a Plan, or the filing of a notice of intent to
terminate a Plan under Section 4041(c) of ERISA, (viii) the institution of
proceedings to terminate, or the appointment of a trustee with respect to, a
Plan by the PBGC, (ix) any other event or condition which could constitute
grounds under Section 4042(a) of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or (x) the imposition of a
Lien pursuant to Section 412 of the Code or Section 302 of ERISA as to any
Credit Party or ERISA Affiliate; and the occurrence of any of the foregoing
events, individually or in the aggregate, could reasonably be expected to result
in a liability in excess of $1,000,000;

            (l) any Credit Party is liable for a violation or liability under
any Environmental Law which is reasonably likely to have a Material Adverse
Effect;

            (m) (i) this Credit Agreement, any Mortgage, or any other
Fundamental Document shall, for any reason, not be or shall cease to be in full
force and effect (except in

                                       87
<PAGE>

accordance with its terms) or shall be declared null and void or any of the
Fundamental Documents shall not give or shall cease to give the Administrative
Agent the Liens or material rights, powers and privileges purported to be
created thereby in favor of the Administrative Agent for the benefit of the
Secured Parties, superior to and prior to the rights of all third Persons and
subject to no other Liens (other than Permitted Liens), except as the same shall
be terminated in accordance with this Credit Agreement or the terms of the
applicable Fundamental Documents, or (ii) the validity or enforceability of the
Liens granted, to be granted, or purported to be granted, by any of the
Fundamental Documents shall be contested by any Credit Party or any of their
respective Affiliates;

            (n) a Change in Control shall occur and shall not have been
consented to by the Required Lenders;

            (o) at any time, for any reason, any Credit Party shall repudiate,
or seek to repudiate, any of its Obligations under any Fundamental Document to
which it is a party; and

            (p) there shall be any revocations, suspensions, terminations,
recessions, non-renewals or forfeitures or similar actions with respect to one
or more Regulatory Licenses or Reimbursement Approvals, which individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect;

then, in every such event and at any time thereafter during the continuance of
such event, the Administrative Agent may, and if directed by the Required
Lenders shall, take any or all of the following actions, at the same or
different times: (x) terminate forthwith the Commitments and/or (y) declare the
principal of and the interest on the Loans and the notes evidencing the Loans
hereunder and all other amounts payable hereunder or thereunder to be forthwith
due and payable, whereupon the same shall become and be forthwith due and
payable, without presentment, demand, protest, notice of acceleration or other
notice of any kind, all of which are hereby expressly waived, anything in this
Credit Agreement or in any note evidencing any Loan hereunder to the contrary
notwithstanding and/or (z) require the Borrower to deliver to the Administrative
Agent from time to time cash or Cash Equivalents in an amount equal to 105% of
the amount of the L/C Exposure or to furnish other security therefor acceptable
to the Issuing Bank and the Required Lenders. If an Event of Default specified
in paragraphs (h) or (i) above shall have occurred, the Commitments shall
automatically terminate and the principal of, and interest on, the Loans and the
notes evidencing the Loans hereunder and all other amounts payable hereunder and
thereunder shall automatically become due and payable without presentment,
demand, protest, or other notice of any kind, all of which are hereby expressly
waived, anything in this Credit Agreement or any note evidencing any Loan
hereunder to the contrary notwithstanding. Such remedies shall be in addition to
any other remedy available to any of the Secured Parties pursuant to Applicable
Law or otherwise.

8.    GRANT OF SECURITY INTEREST; REMEDIES

            SECTION 8.1 Security Interests. The Borrower, as security for the
due and punctual payment of the Obligations (including interest accruing on and
after the filing of any petition in bankruptcy or of reorganization of the
Borrower whether or not post filing interest is

                                       88
<PAGE>

allowed in such proceeding) and each of the Guarantors, as security for its
obligations under Article 9 hereof, hereby mortgage, pledge, assign, transfer,
set over, convey and deliver to the Administrative Agent (for the benefit of the
Secured Parties) and grant to the Administrative Agent (for the benefit of the
Secured Parties) a security interest in the Collateral; provided, however, that
the Credit Parties grant a security interest unto the Administrative Agent (for
the benefit of the Secured Parties) in their right, title and interest in, to
and under their Rights in Government Receivables only to the extent that such
grant of a security interest is not prohibited by non-waivable provisions of
Applicable Law, but the terms of this proviso shall not affect the Credit
Parties' grant and creation of a Lien on Rights in Government Receivables in
favor of the Administrative Agent (for the benefit of the Secured Parties).

            SECTION 8.2 Use of Collateral. So long as no Event of Default shall
have occurred and be continuing, and subject to the various provisions of this
Credit Agreement and the other Fundamental Documents, a Credit Party may use the
Collateral in any lawful manner except as otherwise provided hereunder.

            SECTION 8.3 Cash Management System.

            (a) The Credit Parties shall at all times maintain in all material
respects their current cash management system as in effect as of the date hereof
or cause to be maintained another cash management system reasonably acceptable
to the Administrative Agent.

            (b) The Credit Parties shall promptly transfer or cause to be
transferred all funds arising from the collection of Receivables other than
Medicare Receivables to one or more of the Concentration Accounts set forth on
Schedule 8.3(b) hereto.

            (c) The Credit Parties shall promptly transfer or cause to be
transferred all funds arising from the collection of Medicare Receivables to one
or more of the Medicare Receivable Concentration Accounts set forth on Schedule
8.3(c).

            (d) So long as no Event of Default shall have occurred and be
continuing, the Credit Parties shall have free access to the funds in the
Concentration Accounts and the Medicare Receivable Concentration Accounts. Upon
the occurrence and during the continuation of an Event of Default, the
Administrative Agent (for the benefit of the Secured Parties), subject to
Applicable Law, shall have the right to establish sole dominion and control over
the Concentration Accounts and each Medicare Receivable Concentration Accounts,
and the balances in such accounts shall be applied toward the payment of the
Obligations.

            (e) Unless otherwise agreed by the Administrative Agent in its
discretion, if any Credit Party maintains any Concentration Account or
Government Receivable Concentration Account at an institution other than the
Administrative Agent, within 45 days after the Closing Date, or such greater
period as the Administrative Agent may agree, the Borrower shall deliver to the
Administrative Agent an account control agreement or a blocked account agreement
(in form and substance reasonably satisfactory to the Administrative Agent) with
respect to each Concentration Account and the Government Receivable
Concentration Account, duly executed by the applicable Credit Party and the
financial institution where such account is maintained.

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            SECTION 8.4 Credit Parties to Hold in Trust. Upon the occurrence and
during the continuance of an Event of Default, upon the request of the
Administrative Agent, each of the Credit Parties will, upon receipt by it of any
revenue, income, profits or other sums in which a security interest is granted
by this Article 8, payable pursuant to any agreement or otherwise, or of any
check, draft, note, trade acceptance or other instrument evidencing an
obligation to pay any such sum, hold the sum or instrument in trust for the
Administrative Agent, segregate such sum or instrument from their own assets and
forthwith, without any notice, demand or other action whatsoever (all notices,
demands, or other actions on the part of the Administrative Agent or any other
Secured Party being expressly waived), endorse, transfer and deliver any such
sums or instruments or both, to the Administrative Agent to be applied to the
repayment of the Obligations in accordance with the provisions of Section 8.7
hereof.

            SECTION 8.5 Collections, etc. Upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent may, in its sole
discretion, except as prohibited or restricted by Applicable Law in the case of
Government Receivables, in its name (on behalf of the Secured Parties) or in the
name of any Credit Party or otherwise, demand, sue for, collect or receive any
money or property at any time payable or receivable on account of or in exchange
for, or make any compromise or settlement deemed desirable with respect to, any
of the Collateral, but shall be under no obligation so to do, or the
Administrative Agent may extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, or release, any of the
Collateral, without thereby incurring responsibility to, or discharging or
otherwise affecting any liability of, any Credit Party. The Administrative Agent
will not be required to take any steps to preserve any rights against prior
parties to the Collateral. If any Credit Party fails to make any payment or take
any action required hereunder, the Administrative Agent may, except to the
extent prohibited by Applicable Law with respect to Government Receivables, make
such payments and take all such actions as the Administrative Agent reasonably
deems necessary to protect the Administrative Agent's (on behalf of the Secured
Parties) security interests in the Collateral and/or the value thereof, and the
Administrative Agent is hereby authorized (without limiting the general nature
of the authority herein above conferred), except to the extent prohibited by
Applicable Law with respect to Government Receivables, to pay, purchase, contest
or compromise any Liens that in the judgment of the Administrative Agent appear
to be equal to, prior to or superior to the security interests of the
Administrative Agent (on behalf of the Secured Parties) in the Collateral and
any Liens not expressly permitted by this Credit Agreement.

            SECTION 8.6 Possession, Sale of Collateral, etc. Upon the occurrence
and during the continuance of an Event of Default, to the fullest extent
permitted by Applicable Law, the Administrative Agent may lawfully enter upon
the premises of any Credit Party or wherever the Collateral may be, and take
possession of the Collateral, and may demand and receive such possession from
any Person who has possession thereof, and the Administrative Agent may take
such measures as it deems necessary or proper for the care or protection
thereof, including the right to remove all or any portion of the Collateral, and
with or without taking such possession may sell or cause to be sold, whenever
the Administrative Agent shall decide, in one or more sales or parcels, at such
prices as the Administrative Agent may deem appropriate, and for cash or on
credit or for future delivery, without assumption of any credit risk, all or any
portion of the Collateral, at any broker's board or at public or private sale,
with ten (10) days' written notice to the Credit Parties of the time and place
of any such public sale or sales (which notice the Credit

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Parties hereby agree is reasonable) and with such other notices as may be
required by Applicable Law and cannot be waived, and neither the Administrative
Agent, the Issuing Bank, the Lenders nor any other Secured Party shall have any
liability should the proceeds resulting from a private sale be less than the
proceeds realizable from a public sale, and the Administrative Agent, the
Issuing Bank, the Lenders, any other Secured Party or any other Person may be
the purchaser of all or any portion of the Collateral so sold and thereafter
hold the same absolutely, free (to the fullest extent permitted by Applicable
Law) from any claim or right of whatever kind, including any equity of
redemption, of any Credit Party, any such demand, notice, claim, right or equity
being hereby expressly waived and released. At any sale or sales made pursuant
to this Article 8, the Administrative Agent, the Issuing Bank, the Lenders and
the other Secured Parties may bid for or purchase, free (to the fullest extent
permitted by Applicable Law) from any claim or right of whatever kind, including
any equity of redemption, of any Credit Party, any such demand, notice, claim,
right or equity being hereby expressly waived and released, any part of or all
of the Collateral offered for sale, and may make any payment on account thereof
by using any claim for moneys then due and payable to the Administrative Agent,
the Issuing Bank, the Lenders and the other Secured Parties by any Credit Party
hereunder as a credit against the purchase price. The Administrative Agent, the
Issuing Bank, the Lenders and the other Secured Parties shall in any such sale
make no representations or warranties with respect to the Collateral or any part
thereof, and neither the Administrative Agent, the Issuing Bank, the Lenders nor
any other Secured Party shall be chargeable with any of the obligations or
liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it
will indemnify and hold the Administrative Agent, the Issuing Bank, the Lenders
and any other Secured Party harmless from and against any and all claims with
respect to the Collateral asserted before the taking of actual possession or
control of the relevant Collateral by the Administrative Agent, the Issuing
Bank, the Lenders or any other Secured Party pursuant to this Article 8, or
arising out of any act of, or omission to act on the part of, such Person (other
than the Administrative Agent, the Issuing Bank, the Lenders and any other
Secured Party) prior to such taking of actual possession or control by such
Secured Party (whether asserted before or after such taking of possession or
control), or arising out of any act on the part of any Credit Party or its
Affiliates or agents before or after the commencement of such actual possession
or control by such Secured Party; and (ii) neither the Administrative Agent, the
Issuing Bank, the Lenders, nor any other Secured Party shall have any liability
or obligation to any Credit Party arising out of any such claim except for acts
of willful misconduct or gross negligence as determined by a final order or
judgment of a court of competent jurisdiction. In any action hereunder, the
Administrative Agent, the Issuing Bank, the Lenders and any other Secured Party
shall be entitled if permitted by Applicable Law to the appointment of a
receiver without notice, to take possession of all or any portion of the
Collateral and to exercise such powers as the court shall confer upon the
receiver. Notwithstanding the foregoing, upon the occurrence of an Event of
Default, and during the continuation of such Event of Default, the
Administrative Agent, the Issuing Bank, any Lender and/or any other Secured
Party shall be entitled to apply, without prior notice to any of the Credit
Parties, any cash or cash items constituting Collateral in the possession of
such Secured Party to payment of the Obligations.

            SECTION 8.7 Application of Proceeds on Default. Upon the occurrence
and during the continuance of an Event of Default, the balance in any account of
any Credit Party with a Lender, all other income on the Collateral, and all
proceeds from any sale of the Collateral pursuant hereto shall be applied first
toward payment of the reasonable out-of-pocket costs and expenses paid or
incurred by the Administrative Agent in enforcing this Credit Agreement, in

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realizing on or protecting any Collateral and in enforcing or collecting any
Obligations or any Guaranty thereof, including, without limitation, court costs,
reasonable attorney's fees and expenses and reasonable financial consultants'
fees incurred by the Administrative Agent and then to the indefeasible payment
in full in cash of the Obligations in accordance with Section 12.2(b) hereof.
Any amounts remaining after such indefeasible payment in full shall be remitted
to the appropriate Credit Party or as a court of competent jurisdiction may
otherwise direct.

            SECTION 8.8 Power of Attorney. Upon the occurrence and during the
continuance of an Event of Default which is not waived in writing by the
Required Lenders, (a) each Credit Party does hereby irrevocably make, constitute
and appoint the Administrative Agent or any of its officers or designees its
true and lawful attorney-in-fact with full power in the name of the
Administrative Agent, such other Person or such Credit Party to receive, open
and dispose of all mail addressed to any Credit Party, and to endorse any notes,
checks, drafts, money orders or other evidences of payment relating to the
Collateral that may come into the possession of the Administrative Agent with
full power and right to cause the mail of such Persons to be transferred to the
Administrative Agent's own offices or otherwise, and to do any and all other
acts necessary or proper to carry out the intent of this Credit Agreement and
the grant of the security interests hereunder and under the Fundamental
Documents, and each Credit Party hereby ratifies and confirms all that the
Administrative Agent or its substitutes shall properly do by virtue hereof; and
(b) each Credit Party does hereby further irrevocably make, constitute and
appoint the Administrative Agent or any of its officers or designees its true
and lawful attorney-in-fact in the name of the Administrative Agent, such other
Person or such Credit Party (i) to enforce all of such Credit Party's rights
under and pursuant to all agreements with respect to the Collateral, all for the
sole benefit of the Administrative Agent (for the benefit of the Secured
Parties), (ii) to enter into and perform such agreements as may be necessary in
order to carry out the terms, covenants and conditions of the Fundamental
Documents that are required to be observed or performed by any Credit Party,
(iii) to execute such other and further mortgages, pledges and assignments of
the Collateral, and related instruments or agreements, as the Administrative
Agent may reasonably require for the purpose of perfecting, protecting,
maintaining or enforcing the security interests granted to the Administrative
Agent for the benefit of the Secured Parties hereunder and under the other
Fundamental Documents, and (iv) to do any and all other things necessary or
proper to carry out the intention of this Credit Agreement and the grant of the
security interests hereunder and under the other Fundamental Documents. Each of
the Credit Parties hereby ratifies and confirms in advance all that the
Administrative Agent as such attorney-in-fact or its substitutes shall properly
do by virtue of this power of attorney in accordance with the terms hereof.

            SECTION 8.9 Financing Statements, Direct Payments. Each Credit Party
hereby authorizes the Administrative Agent to file UCC financing statements and
any amendments thereto or continuations thereof and any other appropriate
security documents or instruments and to give any notices necessary or desirable
to perfect the Lien of the Administrative Agent (for the benefit of the Secured
Parties) on the Collateral, in all cases without the signature of any Credit
Party or to execute such items as attorney-in-fact for any Credit Party;
provided, that the Administrative Agent shall provide copies of any such
documents or instruments to the Borrower. Each Credit Party further authorizes
the Administrative Agent upon the occurrence of a default under Article 7(b) or
Article 7(c) hereof, and during the continuation of any such

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default, to notify any account debtors or tenants that all sums payable to any
Credit Party relating to the Collateral shall be paid directly to the
Administrative Agent.

            SECTION 8.10 Further Assurances. Upon the request of the
Administrative Agent, each Credit Party hereby agrees to duly and promptly
execute and deliver, or cause to be duly executed and delivered, at the cost and
expense of the Credit Parties, such further instruments as may be necessary or
proper, in the reasonable judgment of the Administrative Agent, to carry out the
provisions and purposes of this Article 8 or to perfect and preserve the Liens
of the Administrative Agent for the benefit of the Secured Parties hereunder and
under the Fundamental Documents, in the Collateral or any portion thereof.

            SECTION 8.11 Termination and Release. The security interests granted
under this Article 8 shall terminate on the Facility Termination Date. Upon
request by the Credit Parties (and at the sole expense of the Credit Parties)
after such termination, the Administrative Agent will take all reasonable action
and do all things reasonably necessary, including executing UCC termination
statements, to terminate the security interest granted to it (for the benefit of
the Secured Parties) hereunder. Upon the written request of the Credit Parties,
the Administrative Agent shall at the sole cost and expense of the applicable
Credit Party release its security interest (i) in all personal property located
in or appurtenant to a leased Real Property Asset upon the expiration or
termination without renewal of the lease for such Real Property Asset , (ii) in
any Collateral sold, transferred or otherwise disposed of by any Credit Party to
the extent such sale, transfer or other disposition is permitted by and made in
accordance with the terms of this Agreement and (iii) any Collateral which is
owned by any Guarantor which is released from its obligations hereunder in
accordance with Section 9.5 hereof.

            SECTION 8.12 Remedies Not Exclusive. The remedies conferred upon or
reserved to the Administrative Agent in this Article 8 are intended to be in
addition to, and not in limitation of, any other remedy or remedies available to
the Administrative Agent. Without limiting the generality of the foregoing, the
Administrative Agent, the Issuing Bank, the Lenders and any other Secured Party
shall have all rights and remedies of a secured creditor under Article 9 of the
UCC and under any other Applicable Law.

            SECTION 8.13 Continuation and Reinstatement. Each Credit Party
further agrees that the security interest granted hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment or any
part thereof of any Obligation is rescinded or must otherwise be restored by any
of the Administrative Agent, the Issuing Bank, any Lender or any other Secured
Party upon the bankruptcy or reorganization of any Credit Party or otherwise.

9.    GUARANTY

            SECTION 9.1 Guaranty. (a) Each Guarantor unconditionally and
irrevocably, jointly and severally guarantees to the Secured Parties the due and
punctual payment by, and performance of, the Obligations (including interest
accruing on and after the filing of any petition in bankruptcy or of
reorganization of the obligor whether or not post filing interest is allowed in
such proceeding). Each Guarantor further agrees that the Obligations may be
increased, extended or renewed, in whole or in part, without notice or further
assent from it

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(except as may be otherwise required herein), and it will remain bound upon this
Guaranty notwithstanding any extension or renewal of any Obligation.

            (b) Each Guarantor waives presentation to, demand for payment from
and protest to, as the case may be, any Credit Party or any other guarantor of
any of the Obligations, and also waives notice of protest for nonpayment, notice
of acceleration and notice of intent to accelerate. The obligations of each
Guarantor hereunder shall not be affected by (i) the failure of any of the
Administrative Agent, the Issuing Bank, any Lender or any other Secured Party to
assert any claim or demand or to enforce any right or remedy against the
Borrower or any Guarantor or any other guarantor under the provisions of this
Credit Agreement or any other agreement or otherwise; (ii) any extension or
renewal of any provision hereof or thereof; (iii) the failure of any of the
Administrative Agent, the Issuing Bank, any Lender or any other Secured Party to
obtain the consent of the Guarantor with respect to any rescission, waiver,
compromise, acceleration, amendment or modification of any of the terms or
provisions of this Credit Agreement, any notes evidencing any of the Loans
hereunder or of any other Fundamental Document or other agreement; (iv) the
release, exchange, waiver or foreclosure of any security held by the
Administrative Agent for the Obligations or any of them; (v) the failure of any
of the Administrative Agent, the Issuing Bank, any Lender or any other Secured
Party to exercise any right or remedy against any other Guarantor or any other
guarantor of the Obligations; or (vi) the release or substitution of any
Guarantor or guarantor.

            (c) Each Guarantor further agrees that this Guaranty constitutes a
guaranty of performance and of payment when due and not just of collection, and
waives any right to require that any resort be had by any of the Administrative
Agent, the Issuing Bank, any Lender or any other Secured Party to any security
held for payment of the Obligations or to any balance of any deposit, account or
credit on the books of any of the Administrative Agent, the Issuing Bank, any
Lender or any other Secured Party in favor of the Borrower or any Guarantor, or
to any other Person.

            (d) Each Guarantor hereby expressly assumes all responsibilities to
remain informed of the financial condition of the Borrower, the Guarantors and
any other guarantors and any circumstances affecting the Collateral or the
Pledged Securities or the ability of the Borrower to perform under this Credit
Agreement.

            (e) Each Guarantor's obligations under the Guaranty shall not be
affected by the genuineness, validity, regularity or enforceability of the
Obligations, any notes evidencing any of the Loans hereunder or any other
instrument evidencing any Obligations, or by the existence, validity,
enforceability, perfection, or extent of any Lien on any Collateral or Real
Property Asset or Pledged Collateral securing any Obligation or by any other
circumstance relating to the Obligations which might otherwise constitute a
defense to this Guaranty. None of the Administrative Agent, the Issuing Bank,
any Lender nor any other Secured Party make any representation or warranty with
respect to any such circumstances or have any duty or responsibility whatsoever
to any Guarantor in respect to the management and maintenance of the Obligations
or any collateral security for the Obligations.

            (f) Each Guarantor's liability under this Credit Agreement is
unconditional irrespective of (i) any change in the corporate existence,
structure or ownership of the Borrower

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or any Credit Party, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Borrower or any Credit Party or their assets or
any resulting release or discharge of any Obligation or (ii) any law,
regulation, decree or order of any jurisdiction, or any other event, affecting
any term of any Guaranteed Obligation or any Lender's rights with respect
thereto.

            SECTION 9.2 No Impairment of Guaranty, etc. The obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (except indefeasible payment and
performance in full in cash of the Obligations), including, without limitation,
any claim of waiver, release, surrender, alteration or compromise, or any
circumstance that might constitute a defense to, or legal or equitable discharge
of, the Borrower or any Guarantor, and shall not be subject to any defense or
set-off, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of the Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of each
Guarantor hereunder shall not be discharged or impaired or otherwise affected by
the failure of any of the Administrative Agent, the Issuing Bank, any Lender or
any other Secured Party to assert any claim or demand or to enforce any remedy
under this Credit Agreement or any other Fundamental Document or other
agreement, by any waiver or modification of any provision hereof or thereof, by
any default, failure or delay, willful or otherwise, in the performance of the
Obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
such Guarantor or would otherwise operate as a discharge of such Guarantor as a
matter of law, unless and until the Facility Termination Date.

            SECTION 9.3 Continuation and Reinstatement, etc. (a) Each Guarantor
further agrees that its Guaranty hereunder shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any Obligation is rescinded or must otherwise be restored by any of the
Administrative Agent, the Issuing Bank, any Lender or any other Secured Party
upon the bankruptcy or reorganization of Borrower or a Guarantor, or otherwise.
In furtherance of the provisions of this Article 9, and not in limitation of any
other right which any of the Administrative Agent, the Issuing Bank, any Lender
or any other Secured Party may have at law or in equity against the Borrower, a
Guarantor or any other Person by virtue hereof, upon failure of the Borrower to
pay any Obligation when and as the same shall become due, whether at maturity,
by acceleration, after notice or otherwise, each Guarantor hereby promises to
and will, upon receipt of written demand by any of the Administrative Agent, the
Issuing Bank, any Lender or any other Secured Party, forthwith pay or cause to
be paid to the Administrative Agent for the benefit of the Secured Parties (as
applicable) in cash an amount equal to the unpaid amount of all the Obligations
with interest thereon at a rate of interest equal to the rate specified in
Section 2.10(a) hereof, and thereupon the Administrative Agent shall assign such
Obligation, together with all security interests, if any, then held by the
Administrative Agent in respect of such Obligation, to the Guarantors making
such payment; such assignment to be subordinate and junior to the rights of the
Administrative Agent on behalf of the Secured Parties with regard to amounts
payable by the Borrower in connection with the remaining unpaid Obligations
(including interest accruing on and after the filing of any petition in
bankruptcy or of reorganization of an obligor whether or not post filing
interest is allowed in such proceeding) and to be pro tanto to the extent to
which the Obligation in question was discharged by the Guarantor or Guarantors
making such payments.

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            (b) All rights of a Guarantor against the Borrower, arising as a
result of the payment by such Guarantor of any sums to the Administrative Agent
for the benefit of the Secured Parties or directly to the Secured Parties
hereunder by way of right of subrogation or otherwise, shall in all respects be
subordinated and junior in right of payment to, and shall not be exercised by
such Guarantor until and unless, the prior indefeasible payment in full in cash
of all the Obligations (including interest accruing on and after the filing of
any petition in bankruptcy or of reorganization of an obligor whether or not
post filing interest is allowed in such proceeding). If any amount shall be paid
to such Guarantor for the account of the Borrower, such amount shall be held in
trust for the benefit of the Administrative Agent, segregated from such
Guarantor's own assets, and shall forthwith be paid to the Administrative Agent
on behalf of the Secured Parties to be credited and applied to the Obligations,
whether matured or unmatured.

            SECTION 9.4 Limitation on Guaranteed Amount etc. Notwithstanding any
other provision of this Article 9, the amount guaranteed by each Guarantor
hereunder shall be limited to the extent, if any, required so that its
obligations under this Article 9 shall not be subject to avoidance under Section
548 of the Bankruptcy Code or to being set aside or annulled under any
Applicable Law relating to fraud on creditors. In determining the limitations,
if any, on the amount of any Guarantor's obligations hereunder pursuant to the
preceding sentence, it is the intention of the parties hereto that any rights of
subrogation or contribution which such Guarantor may have under this Article 9,
any other agreement or Applicable Law shall be taken into account.

            SECTION 9.5 Termination and Release. The guarantees granted under
this Article 9 shall terminate on the Facility Termination Date. Upon the
written request of the Credit Parties, the Administrative Agent shall at the
sole cost and expense of the applicable Credit Party release any Guarantor from
its obligations hereunder if (i) such Guarantor ceases to be a Subsidiary of the
Borrower or any other Credit Party as a result of any transaction that is
permitted by and effected in accordance with the terms of this Credit Agreement
or (ii) such Guarantor is designated an Unrestricted Subsidiary in accordance
with the terms of this Credit Agreement.

10.   PLEDGE

            SECTION 10.1 Pledge. Each Pledgor, as security for the due and
punctual payment of the Obligations (including interest accruing on and after
the filing of any petition in bankruptcy or of reorganization of the Borrower
whether or not post filing interest is allowed in such proceeding) in the case
of the Borrower and as security for its obligations under Article 9 hereof in
the case of a Pledgor which is a Guarantor, hereby pledges, hypothecates,
assigns, transfers, sets over and delivers unto the Administrative Agent for the
benefit of the Secured Parties, a security interest in all Pledged Collateral
now owned or hereafter acquired by it. The Pledgors shall deliver to the
Administrative Agent the definitive instruments (if any) representing all
Pledged Securities, accompanied by undated stock powers, duly endorsed or
executed in blank by the appropriate Pledgor, and such other instruments or
documents as the Administrative Agent or its counsel shall reasonably request.
Each delivery of securities being pledged hereunder shall be accompanied by a
schedule showing a description of the securities theretofore

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and then being pledged hereunder. Each schedule so delivered shall supersede any
prior schedules so delivered.

            SECTION 10.2 Covenant. Each Pledgor covenants that as stockholder or
partner or member of each of its respective Subsidiaries (other than
Subsidiaries whose Capital Stock constitute Excluded Assets) it will not take
any action to allow any additional shares of Capital Stock or any securities
convertible or exchangeable into such Capital Stock of any such Subsidiaries to
be issued, unless such securities are pledged to the Administrative Agent (for
the benefit of the Secured Parties) as security for the Obligations.

            SECTION 10.3 Registration in Nominee Name; Denominations. Upon the
occurrence or continuation of an Event of Default, the Administrative Agent
shall have the right (in its sole discretion) to hold the certificates
representing any Pledged Securities (a) in its own name (on behalf of itself and
any of the Secured Parties) or in the name of its nominee or (b) in the name of
the appropriate Pledgor, endorsed or assigned in blank or in favor of the
Administrative Agent. Upon the occurrence or continuation of an Event of
Default, the Administrative Agent shall have the right to exchange the
certificates representing any of the Pledged Securities for certificates of
smaller or larger denominations for any purpose consistent with this Credit
Agreement.

            SECTION 10.4 Voting Rights; Dividends; etc. (a) The appropriate
Pledgor shall be entitled to exercise any and all voting and/or consensual
rights and powers accruing to an owner of the Pledged Securities being pledged
by it hereunder or any part thereof for any purpose not inconsistent with the
terms hereof, at all times, except as expressly provided in paragraph (c) below.

            (b) All dividends or distributions of any kind whatsoever (other
than (x) cash dividends or (y) distributions expressly permitted by Section 6.5
hereof) received by a Pledgor, whether resulting from a subdivision,
combination, or reclassification of the outstanding capital stock of the issuer
or received in exchange for Pledged Securities or any part thereof or as a
result of any merger, consolidation, acquisition, or other exchange of assets to
which the issuer may be a party, or otherwise, shall be and become part of the
Pledged Collateral pledged hereunder and shall immediately be delivered to the
Administrative Agent to be held subject to the terms hereof. All dividends and
distributions which are received contrary to the provisions of this subsection
(b) shall be received in trust for the benefit of the Secured Parties,
segregated from such Pledgor's own assets, and shall be delivered to the
Administrative Agent.

            (c) Upon the occurrence and during the continuance of an Event of
Default and notice from the Administrative Agent of the transfer of such rights
to the Administrative Agent, all rights of a Pledgor (i) to exercise the voting
and/or consensual rights and powers which it is entitled to exercise pursuant to
this Section 10.4 and (ii) to receive and retain any dividends and
distributions, shall cease, and all such rights shall thereupon become vested in
the Administrative Agent, which shall have the sole and exclusive right and
authority to exercise such voting and/or consensual rights and receive such
dividends and distributions until such time as such Event of Default has been
cured; provided, however, that to the extent any governmental consents or
filings are required for the exercise by the Administrative Agent of any of the
foregoing rights and powers, the Administrative Agent shall refrain from
exercising such rights or powers until

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the making of such required filings, the receipt of such consent and the
expiration of all related waiting periods.

            SECTION 10.5 Remedies Upon Default. If an Event of Default shall
have occurred and be continuing, the Administrative Agent, on behalf of the
Secured Parties, may sell the Pledged Collateral, or any part thereof, at public
or private sale or at any broker's board or on any securities exchange, for
cash, upon credit or for future delivery as the Administrative Agent shall deem
appropriate subject to the terms hereof or as otherwise provided in the UCC. The
Administrative Agent shall be authorized at any such sale (if it deems it
advisable to do so) to restrict to the full extent permitted by Applicable Law
the prospective bidders or purchasers to Persons who will represent and agree
that they are purchasing the Pledged Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and upon
consummation of any such sale, the Administrative Agent shall have the right to
assign, transfer, and deliver to the purchaser or purchasers thereof the Pledged
Collateral so sold. Each such purchaser at any such sale shall hold the property
sold absolutely, free from any claim or right on the part of any Pledgor. The
Administrative Agent shall give the Pledgors ten (10) days' written notice of
any such public or private sale, or sale at any broker's board or on any such
securities exchange, or of any other disposition of the Pledged Collateral. Such
notice, in the case of public sale, shall state the time and place for such sale
and, in the case of sale at a broker's board or on a securities exchange, shall
state the board or exchange at which such sale is to be made and the day on
which the Pledged Collateral, or portion thereof, will first be offered for sale
at such board or exchange. Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places as the
Administrative Agent may fix and shall state in the notice of such sale. At any
such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in
one lot as an entirety or in separate parcels, as the Administrative Agent may
(in its sole discretion) determine. The Administrative Agent shall not be
obligated to make any sale of the Pledged Collateral if it shall determine not
to do so, regardless of the fact that notice of sale of the Pledged Collateral
may have been given. The Administrative Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case the sale of all or any part of the
Pledged Collateral is made on credit or for future delivery, the Pledged
Collateral so sold shall be retained by the Administrative Agent until the sale
price is paid by the purchaser or purchasers thereof, but the Administrative
Agent shall not incur any liability in case any such purchaser or purchasers
shall fail to take up and pay for the Pledged Collateral so sold and, in case of
any such failure, such Pledged Collateral may be sold again upon like notice. At
any sale or sales made pursuant to this Section 10.5, the Administrative Agent,
the Issuing Bank, any Lender or any other Secured Party may bid for or purchase,
free from any claim or right of whatever kind, including any equity of
redemption, of the Pledgors, any such demand, notice, claim, right or equity
being hereby expressly waived and released, any or all of the Pledged Collateral
offered for sale, and may make any payment on the account thereof by using any
claim for moneys then due and payable to the Administrative Agent, the Issuing
Bank, the Lenders and any other Secured Party by any Credit Party as a credit
against the purchase price; and the Administrative Agent, upon compliance with
the terms of sale, may hold, retain and dispose of the Pledged Collateral
without further accountability therefor to any Pledgor or any third party (other
than to the Secured Parties). The Administrative Agent shall in any such sale
make no representations or warranties with respect to the Pledged Collateral or
any

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part thereof, and shall not be chargeable with any of the obligations or
liabilities of the Pledgors with respect thereto. The Administrative Agent may
exercise, either by itself or by its nominee or designee, in the name of the
applicable Pledgor(s), all of the rights, powers and remedies granted to the
Administrative Agent in this Section 10 in respect of any Pledged Collateral,
any organizational document pursuant to which any Pledgor owns its Pledged
Collateral, and may exercise and enforce all of the Administrative Agent's
rights and remedies hereunder and under law. Each Pledgor hereby agrees (i) it
will indemnify and hold each of the Administrative Agent, the Issuing Bank, the
Lenders and any other Secured Party harmless from and against any and all claims
with respect to the Pledged Collateral asserted before the taking of actual
possession or control of the Pledged Collateral by the Administrative Agent
pursuant to this Credit Agreement, or arising out of any act of, or omission to
act on the part of, any Person prior to such taking of actual possession or
control by the Administrative Agent (whether asserted before or after such
taking of possession or control), or arising out of any act on the part of any
Pledgor, its agents or Affiliates before or after the commencement of such
actual possession or control by the Administrative Agent and (ii) the
Administrative Agent, the Issuing Bank, the Lenders and any other Secured Party
shall have no liability or obligation arising out of any such claim. As an
alternative to exercising the power of sale herein conferred upon it, the
Administrative Agent may proceed by a suit or suits at law or in equity to
foreclose upon the Pledged Collateral under this Credit Agreement and to sell
the Pledged Collateral, or any portion thereof, pursuant to a judgment or decree
of a court or courts having competent jurisdiction. All remedies under this
Section 10.5 shall be effected in compliance with the Applicable Law referred to
in Section 10.7 below.

            SECTION 10.6 Application of Proceeds of Sale and Cash. The proceeds
of sale of the Pledged Collateral sold pursuant to Section 10.5 hereof shall be
applied by the Administrative Agent on behalf of the Secured Parties to the
payment of all reasonable out-of-pocket costs and expenses paid or incurred by
the Administrative Agent in connection with such sale, including, without
limitation, all court costs, the reasonable fees and expenses of counsel for the
Administrative Agent in connection therewith, the reasonable fees and expenses
of any financial consultants in connection therewith and the payment of all
reasonable out-of-pocket costs and expenses paid or incurred by the
Administrative Agent in enforcing this Credit Agreement, in realizing or
protecting any Collateral and in enforcing or collecting any Obligations or any
Guaranty thereof, including, without limitation, court costs, the reasonable
attorneys' fees and expenses incurred by the Administrative Agent in connection
therewith and the reasonable fees and expenses of any financial consultants in
connection therewith and then to the indefeasible payment in full in cash of the
Obligations in accordance with Section 12.2(b) hereof. Any amounts remaining
after such indefeasible payment in full shall be remitted to the appropriate
Pledgor, or as a court of competent jurisdiction may otherwise direct.

            SECTION 10.7 Effect of Certain Applicable Law. In view of the
position of each Pledgor in relation to the Pledged Securities pledged by it, or
because of other present or future circumstances, (a) a question may arise under
the Securities Act, the Exchange Act or any similar statute hereafter enacted
analogous in purpose or effect (collectively, the "Federal Securities Laws"),
and (b) a question may arise under various federal or state licensing or
regulatory laws (collectively, "Regulatory Laws"), with respect to any
disposition of the Pledged Securities permitted hereunder. Each Pledgor
understands that compliance with the Federal Securities Laws and the Regulatory
Laws may very strictly limit the course of conduct of the

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Administrative Agent if the Administrative Agent were to attempt to dispose of
all or any part of the Pledged Securities, and may also limit the extent to
which or the manner in which any subsequent transferee of any Pledged Securities
may dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Administrative Agent in any attempt to dispose of all
or any part of the Pledged Securities under applicable Blue Sky or other state
securities laws, or similar laws analogous in purpose or effect. Under
Applicable Law, in the absence of an agreement to the contrary, the
Administrative Agent may perhaps be held to have certain general duties and
obligations to a Pledgor to make some effort towards obtaining a fair price even
though the Obligations may be discharged or reduced by the proceeds of a sale at
a lesser price. Each Pledgor waives to the fullest extent permitted by
Applicable Law any such general duty or obligation to it, and the Pledgors
and/or the Credit Parties will not attempt to hold the Administrative Agent, the
Issuing Bank, any Lender or any other Secured Party responsible for selling all
or any part of the Pledged Securities at an inadequate price, even if the
Administrative Agent shall accept the first offer received or does not approach
more than one possible purchaser. Without limiting the generality of the
foregoing, the provisions of this Section 10.7 would apply if, for example, the
Administrative Agent were to place all or any part of the Pledged Securities for
private placement by an investment banking firm, or if such investment banking
firm purchased all or any part of the Pledged Securities for its own account, or
if the Administrative Agent placed all or any part of the Pledged Securities
privately with a purchaser or purchasers.

            SECTION 10.8 Continuation and Reinstatement. Each Pledgor further
agrees that its pledge hereunder shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any Obligation is rescinded or must otherwise be restored by the Administrative
Agent, the Issuing Bank, any Lender or any other Secured Party upon the
bankruptcy or reorganization of any Pledgor or otherwise.

            SECTION 10.9 Termination and Release. The pledge referenced herein
shall terminate on the Facility Termination Date, at which time the
Administrative Agent shall assign and deliver to the appropriate Pledgor, or to
such Person or Persons as such Pledgor shall designate, against receipt, such of
the Pledged Securities (if any) as shall not have been sold or otherwise applied
by the Administrative Agent pursuant to the terms hereof and shall still be held
by it hereunder, together with appropriate instruments of reassignment and
release. Upon the written request of the Credit Parties, the Administrative
Agent shall at the sole cost and expense of the applicable Credit Party release
the pledge relating to, and assign and deliver to the appropriate Pledgor, or to
such Person or Persons as such Pledgor shall designate, any Pledged Securities
(together with appropriate instruments and reassignment and release) (i) that
are sold, transferred or otherwise disposed of by any Pledgor to the extent such
sale, transfer or other disposition is permitted by and made in accordance with
the terms of this Credit Agreement, (ii) that are subsequently designated as an
Excluded Asset in accordance with the terms of this Credit Agreement. Any
release and reassignment made pursuant to this Section 10.9 shall be free and
clear of all Liens, arising by, under or through any Lender but shall otherwise
be without recourse upon or warranty by the Administrative Agent and at the
expense of the Pledgors, or (iii) that are owned by any Guarantor which is
released from its obligations hereunder pursuant to Section 9.5 hereof.

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11.   CASH COLLATERAL

            SECTION 11.1 Cash Collateral Account. There shall be established
with the Administrative Agent an account (the "Cash Collateral Account") in the
name of the Administrative Agent (for the benefit of the Secured Parties), into
which the Borrower may from time to time deposit Dollars as and when required by
any other provision hereof. Except to the extent otherwise provided in this
Article 11, the Cash Collateral Account shall be under the sole dominion and
control of the Administrative Agent and shall be subject to a control agreement
entered into between the Borrower and the Administrative Agent.

            SECTION 11.2 Investment of Funds. (a) The Administrative Agent is
hereby authorized and directed to invest and reinvest the funds from time to
time deposited into the Cash Collateral Account, so long as no Event of Default
has occurred and is continuing, on the instructions of the Borrower (provided,
that any such instructions given verbally shall be confirmed promptly in
writing) or, if the Borrower shall fail to give such instructions upon delivery
of any such funds, in the sole discretion of the Administrative Agent; provided,
that in no event may the Borrower give instructions to the Administrative Agent
to, or may the Administrative Agent in its discretion, invest or reinvest funds
in the Cash Collateral Account in other than Cash Equivalents.

            (b) Any net income or gain on the investment of funds from time to
time held in the Cash Collateral Account, shall be promptly reinvested by the
Administrative Agent as a part of the Cash Collateral Account; and any net loss
on any such investment shall be charged against the Cash Collateral Account.

            (c) None of the Administrative Agent, the Issuing Bank, any of the
Lenders nor any other Secured Party shall be a trustee for any of the Credit
Parties, or shall have any obligations or responsibilities, or shall be liable
for anything done or not done, in connection with the Cash Collateral Account,
except as expressly provided herein and except that the Administrative Agent
shall have the obligations of a secured party under the UCC. None of the
Administrative Agent, the Issuing Bank, any of the Lenders nor any other Secured
Party shall have any obligation or responsibility or shall be liable in any way
for any investment decision made in accordance with this Section 11.2 or for any
decrease in the value of the investments held in the Cash Collateral Account.

            SECTION 11.3 Grant of Security Interest. For value received and to
induce the Issuing Bank to issue Letters of Credit and the Lenders to enter into
this Credit Agreement and to make Loans to the Borrower and to acquire
participations in Letters of Credit from time to time as provided for in this
Credit Agreement, as security for the payment of all of the Obligations, each of
the Credit Parties hereby assigns to the Administrative Agent (for the benefit
of the Secured Parties) and grants to the Administrative Agent (for the benefit
of the Secured Parties), a first and prior Lien upon all of such Credit Party's
rights in and to the Cash Collateral Account, all cash, documents, instruments
and securities from time to time held therein, and all rights pertaining to
investments of funds in the Cash Collateral Account and all products and
proceeds of any of the foregoing. All cash, documents, instruments and
securities from time to time on deposit in the Cash Collateral Account, and all
rights pertaining to investments of funds in the Cash Collateral Account shall
immediately and without any need for any further action on the

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part of any of the Credit Parties, the Administrative Agent or any other Secured
Party, become subject to the Lien set forth in this Section 11.3, be deemed
Collateral for all purposes hereof and be subject to the provisions of this
Credit Agreement.

            SECTION 11.4 Remedies. At any time during the continuation of an
Event of Default, the Administrative Agent may sell any documents, instruments
and securities held in the Cash Collateral Account and may immediately apply the
proceeds thereof and any other cash held in the Cash Collateral Account in
accordance with Section 12.2(b).

12.   THE ADMINISTRATIVE AGENT AND THE ISSUING BANK

            SECTION 12.1 Administration by the Administrative Agent. (a) The
general administration of the Fundamental Documents and any other documents
contemplated by this Credit Agreement or any other Fundamental Document shall be
by the Administrative Agent or its respective designees. Except as otherwise
expressly provided herein, the Issuing Bank and each of the Lenders hereby
irrevocably authorizes the Administrative Agent, at its discretion, to take or
refrain from taking such actions as agent on its behalf and to exercise or
refrain from exercising such powers under the Fundamental Documents, any notes
evidencing any of the Loans hereunder and any other documents contemplated by
this Credit Agreement or any other Fundamental Document as are expressly
delegated by the terms hereof or thereof, as appropriate, to the Administrative
Agent together with all powers reasonably incidental thereto. The Administrative
Agent shall not have any duties or responsibilities except as set forth in the
Fundamental Documents.

            (b) The Secured Parties hereby authorize the Administrative Agent
(in its sole discretion):

            (i) in connection with the sale or other disposition of any asset
      included in the Collateral or all of the capital stock of any Guarantor,
      to the extent undertaken in accordance with the terms of this Credit
      Agreement, to release a Lien granted to it (for the benefit of the Secured
      Parties) on such asset or capital stock and/or to release such Guarantor
      from its obligations hereunder;

            (ii) to determine that the cost to the Borrower or another Credit
      Party is disproportionate to the benefit to be realized by the
      Administrative Agent, the Issuing Bank, the Lenders and the other Secured
      Parties by perfecting a Lien in a given asset or group of assets included
      in the Collateral and that the Borrower or other Credit Party should not
      be required to perfect such Lien in favor of the Administrative Agent (for
      the benefit of the Secured Parties);

            (iii) to appoint subagents to be the holder of record of a Lien to
      be granted to the Administrative Agent (for the benefit of the Secured
      Parties) or to hold on behalf of the Administrative Agent such Collateral
      or instruments relating thereto;

            (iv) to enter into and perform its obligations under the other
      Fundamental Documents; and

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            (v) to execute and deliver the agreements contemplated by Section
      12.12 hereof.

            SECTION 12.2 Advances and Payments. (a) On the date of each Loan,
the Administrative Agent shall be authorized (but not obligated) to advance, for
the account of each of the applicable Lenders, the amount of the applicable Loan
to be made by it in accordance with its proportionate share of its Commitments
hereunder. Each of the Lenders hereby authorizes and requests the Administrative
Agent to advance for its account, pursuant to the terms hereof, the amount of
the Loan to be made by it, and each of the Lenders agrees forthwith to reimburse
the Administrative Agent in immediately available funds for the amount so
advanced on its behalf by the Administrative Agent. If any such reimbursement is
not made in immediately available funds on the same day on which the
Administrative Agent shall have made any such amount available on behalf of any
Lender, such Lender shall pay interest to the Administrative Agent at a rate per
annum equal to the Administrative Agent's cost of obtaining overnight funds in
the New York Federal Funds Market for the first three days following the time
when the Lender fails to make the required reimbursement, and thereafter at a
rate per annum equal to the Base Rate plus the Applicable Interest Margin for
Base Rate Loans which are Revolving Credit Loans. If and to the extent that any
such reimbursement shall not have been made to the Administrative Agent, the
Borrower agrees to repay to the Administrative Agent forthwith on demand a
corresponding amount with interest thereon for each day from the date such
amount is made available to the Borrower until the date such amount is repaid to
the Administrative Agent at the Base Rate plus the Applicable Interest Margin
for Base Rate Loans which are Revolving Credit Loans.

            (b) If a Default or Event of Default has occurred and is then
continuing, any amounts received by the Administrative Agent in connection with
the Fundamental Documents, the application of which is not otherwise provided
for, shall be applied as follows:

            first, to pay to the Administrative Agent all unreimbursed costs and
            expenses of the Administrative Agent which are payable by the
            Borrower or any of the other Credit Parties pursuant to any of the
            Fundamental Documents and all unreimbursed costs and expenses of the
            Lenders which are payable pursuant to this Credit Agreement; second,
            to pay each Lender, accrued but unpaid interest on the Loans owed to
            each Lender and any fees, premiums, scheduled periodic payments and
            any interest accrued thereon owing under outstanding Hedging
            Agreements to each Hedging Bank, pro rata in accordance with the
            amounts owed to each such Lender and Hedging Bank; third, to pay pro
            rata to each Lender the accrued but unpaid Unused Commitment Fees in
            accordance with each Lender's Commitment Percentage; fourth, to pay
            pro rata to the Administrative Agent and each Lender all unpaid
            Fees; fifth, to pay the Swingline Lender, if any Swingline Loans are
            outstanding, the principal on the Swingline Loans then outstanding;
            sixth, to pay to each Lender with a Loan outstanding, principal on
            the Loans in accordance with the amount of outstanding Loans owed to
            each Lender and to pay to each Hedging Bank the outstanding Hedging
            Agreement Obligations (including, without limitation, any breakage,
            termination, or other payments, and any interest accrued thereon,
            arising under any Hedging Agreement) pro rata in accordance with the
            amounts owed to each Lender and each Hedging Bank; and

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            seventh, to pay any other amounts then due under this Credit
            Agreement or any other Fundamental Document. All amounts to be paid
            to any Lender by the Administrative Agent shall be credited to that
            Lender, after collection by the Administrative Agent, in immediately
            available funds either by wire transfer or deposit in such Lender's
            correspondent account with the Administrative Agent, or as such
            Lender and the Administrative Agent shall agree in writing from time
            to time.

            SECTION 12.3 Sharing of Setoffs and Cash Collateral. (a) Each of the
Lenders agrees that if it shall, through the exercise of a right of banker's
lien, set off or counterclaim against any Credit Party (including, but not
limited to, pursuant to Section 13.21 hereof or as a secured claim under Section
506 of the Bankruptcy Code or other security or interest arising from, or in
lieu of, such secured claim and received by such Lender under any applicable
bankruptcy, insolvency or other similar law) or otherwise, obtain payment in
respect of its Loans as a result of which the unpaid portion of its Loans is
proportionately less than the unpaid portion of Loans of any of the other
Lenders (a) it shall promptly purchase at par (and shall be deemed to have
thereupon purchased) from such other Lenders a participation in the Loans of
such other Lenders, so that the aggregate unpaid principal amount of each of the
Lender's Loans and its participation in Loans of the other Lenders shall be in
the same proportion to the aggregate unpaid principal amount of all Loans then
outstanding as the principal amount of its Loans prior to the obtaining of such
payment was to the principal amount of all Loans outstanding prior to the
obtaining of such payment and (b) such other adjustments shall be made from time
to time as shall be equitable to ensure that the Lenders share any such payment
pro rata. If all or any portion of such excess payment is thereafter recovered
from the Lender which originally received such excess payment, such purchase (or
portion thereof) shall be canceled and the purchase price restored to the extent
of such recovery. The Credit Parties expressly consent to the foregoing
arrangements and agree that any Lender or Lenders holding (or deemed to be
holding) a participation in a Loan may exercise any and all rights of banker's
lien, set off or counterclaim with respect to any and all moneys owing by the
Borrower to such Lender or Lenders as fully as if such Lender or Lenders held
such and was the original obligee on such Loan or on any note evidencing such
Loan (if applicable), in the amount of such participation.

            (b) The Administrative Agent is hereby authorized at any time and
from time to time, to the fullest extent permitted by Applicable Law, to set off
and apply any and all amounts received by the Administrative Agent for the
account of a Defaulting Lender to the satisfaction of the unpaid obligations
owing by such Defaulting Lender to the Administrative Agent or the Issuing Bank
and the rights of such Defaulting Lender with respect to all such amounts shall
be subject and subordinate to the rights of the Administrative Agent and the
Issuing Bank, as the case may be, to be paid the amounts owing to it by such
Defaulting Lender.

            SECTION 12.4 Notice to the Lenders. Upon receipt by the
Administrative Agent or the Issuing Bank from any of the Credit Parties of any
communication calling for an action on the part of the Lenders, or upon written
notice to the Administrative Agent of any Event of Default, the Administrative
Agent or the Issuing Bank will in turn promptly inform the other Lenders, in
writing (which shall include facsimile communications) of the nature of such
communication or of the Event of Default, as the case may be.

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            SECTION 12.5 Liability of the Administrative Agent, the Sole Lead
Arranger and the Issuing Bank. (a) The Administrative Agent, the Sole Lead
Arranger and the Issuing Bank, when acting on behalf of the Lenders (or in the
case of the Administrative Agent, when acting on behalf of the Secured Parties),
may execute any of its duties under this Credit Agreement or the other
Fundamental Documents by or through its officers, agents, or employees and
neither the Administrative Agent, the Sole Lead Arranger, the Issuing Bank nor
their respective officers, agents or employees shall be liable to the Lenders or
any of them for any action taken or omitted to be taken in good faith, nor be
responsible to the Lenders or to any of them for the consequences of any
oversight or error of judgment, or for any loss, unless the same shall happen
through its gross negligence or willful misconduct. The Administrative Agent,
the Sole Lead Arranger, the Issuing Bank and their respective directors,
officers, agents, and employees shall in no event be liable to the Lenders or to
any of them, nor shall any Lender have any cause of action against any of them
for any action taken or omitted to be taken by it pursuant to instructions
received by it from the Required Lenders, or in reliance upon the advice of
counsel selected by it with reasonable care or counsel to the Borrower. Without
limiting the foregoing, neither the Administrative Agent, the Sole Lead
Arranger, the Issuing Bank nor any of their respective directors, officers,
employees, or agents shall be responsible to any of the Lenders for the due
execution, validity, genuineness, effectiveness, sufficiency, or enforceability
of, or for any statement, warranty, or representation in, or for the perfection
of any security interest contemplated by, this Credit Agreement, any other
Fundamental Document or any related agreement, document or order, or for freedom
of any of the Collateral or any of the Real Property Assets or any of the
Pledged Securities from prior Liens or security interests, or shall be required
to ascertain or to make any inquiry concerning the performance or observance by
the Borrower or any other Credit Party of any of the terms, conditions,
covenants, or agreements of this Credit Agreement, any other Fundamental
Document, or any related agreement or document.

            (b) None of the Administrative Agent (in its capacity as agent for
the Lenders and for the Secured Parties), the Sole Lead Arranger, the Issuing
Bank or any of their respective directors, officers, employees, or agents shall
have any responsibility to the Borrower or any other Credit Party on account of
the failure or delay in performance or breach by any of the Lenders of any of
such Lender's obligations under this Credit Agreement, the other Fundamental
Documents or any related agreement or document or in connection herewith or
therewith. No Lender nor any of its directors, officers, employees or agents
shall have any responsibility to the Borrower or any other Credit Party on
account of the failure or delay in performance or breach by any other Lender of
such other Lender's obligations under this Credit Agreement, the other
Fundamental Documents or any related agreement or document or in connection
herewith or therewith.

            (c) The Administrative Agent (as agent for the Lenders and the
Secured Parties) the Sole Lead Arranger and the Issuing Bank shall be entitled
to rely on any communication, instrument, or document believed by it to be
genuine or correct and to have been signed or sent by a Person or Persons
believed by it to be the proper Person or Persons, and it shall be entitled to
rely on advice of legal counsel (who may be counsel for the Borrower),
independent public accountants, and other professional advisers and experts
selected by it.

            (d) Each of the Administrative Agent, the Sole Lead Arranger and the
Issuing Bank shall be entitled to refrain from any act or the taking of any
action (including the failure to

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take an action) in connection herewith or any of the other Fundamental Documents
or from the exercise of any power, discretion or authority vested in it
hereunder or thereunder unless and until it shall have received instructions in
respect thereof from the Required Lenders and, upon receipt of such instructions
from the Required Lenders, it shall be entitled to act or (where so instructed)
refrain from acting, or to exercise such power, discretion or authority, in
accordance with such instructions.

            SECTION 12.6 Reimbursement and Indemnification. Each of the Lenders
agrees (i) to reimburse the Administrative Agent, the Sole Lead Arranger and/or
the Issuing Bank for such Lender's pro rata share of any expenses and fees
incurred for the benefit of the Lenders under the Fundamental Documents,
including, without limitation, counsel fees and compensation of agents,
employees, financial advisors and other professionals paid for services rendered
on behalf of the Administrative Agent, the Issuing Bank or the Lenders, and any
other expense incurred in connection with the operations or enforcement thereof
not reimbursed by or on behalf of the Borrower and (ii) to indemnify and hold
harmless the Administrative Agent, the Sole Lead Arranger and/or the Issuing
Bank and any of their respective directors, officers, employees, or agents, on
demand, in accordance with such Lender's Percentage, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements (including reasonable attorneys' fees
and disbursements) of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against, it or any of them in any way relating to or
arising out of any of the Fundamental Documents or any related agreement or
document, or any action taken or omitted to be taken by it or any of them under
any of the Fundamental Documents or any related agreement or document, to the
extent not reimbursed by or on behalf of the Borrower or any other Credit Party
(except such as shall result from the gross negligence or willful misconduct of
the Person to be reimbursed, indemnified or held harmless, as applicable) and
(iii) to indemnify and hold harmless the Issuing Bank and any of its directors,
officers, employees, or agents, on demand, in the amount of its Revolving Credit
Loan Percentage share, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against it or any of them in any way relating to or arising out
of the issuance of any Letters of Credit or the failure to issue Letters of
Credit (except as shall result from the gross negligence or willful misconduct
of the Person to be reimbursed, indemnified or held harmless, as applicable). If
any indemnity furnished to the Administrative Agent, the Sole Lead Arranger or
the Issuing Bank for any purpose shall, in the opinion of the Administrative
Agent, the Sole Arranger or the Issuing Bank, as the case may be, be
insufficient or become impaired, the Administrative Agent, the Sole Lead
Arranger or the Issuing Bank, as the case may be, may call for additional
indemnity and cease, or not commence, to do the acts indemnified against until
such additional indemnity is furnished; provided, that in no event shall this
sentence require any Lender to indemnify the Administrative Agent, the Sole Lead
Arranger or the Issuing Bank against any liability, obligation, loss, damage,
penalty, action, judgment, suit, cost, expense or disbursement in excess of such
Lender's pro rata share thereof. To the extent indemnification payments made by
the Lenders pursuant to this Section 12.6 are subsequently recovered by the
Administrative Agent, the Sole Lead Arrangers or the Issuing Bank from a Credit
Party, the Administrative Agent, the Sole Lead Arrangers or the Issuing Bank, as
applicable, will promptly refund such previously paid indemnity payments to the
Lenders.

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            SECTION 12.7 Rights of the Administrative Agent. It is understood
and agreed that the Administrative Agent shall have the same duties, rights and
powers as a Lender hereunder (including the right to give such instructions) as
any of the other Lenders and may exercise such rights and powers, as well as its
rights and powers under other agreements and instruments to which it is or may
be party, and engage in other transactions with any Credit Party or Affiliate
thereof, as though it were not the Administrative Agent under this Credit
Agreement and the other Fundamental Documents.

            SECTION 12.8 Independent Investigation by Lenders. Each of the
Lenders acknowledges that it has decided to enter into this Credit Agreement and
the other Fundamental Documents, to make the Loans and to participate in the
Letters of Credit hereunder based on its own analysis of the transactions
contemplated hereby and of the creditworthiness of the Credit Parties and agrees
that neither the Administrative Agent nor the Issuing Bank shall bear any
responsibility therefor.

            SECTION 12.9 Agreement of the Lenders. Upon any occasion requiring
or permitting an approval, consent, waiver, election or other action on the part
of the Required Lenders, action shall be taken by the Administrative Agent for
and on behalf of, or for the benefit of, all Lenders upon the direction of the
Required Lenders and any such action shall be binding on all Lenders. No
amendment, modification, consent or waiver shall be effective except in
accordance with the provisions of Section 13.11 hereof.

            SECTION 12.10 Notice of Transfer. The Administrative Agent and the
Issuing Bank may deem and treat any Lender which is a party to this Credit
Agreement as the owner of such Lender's respective portions of the Loans and
participations in Letters of Credit for all purposes, unless and until a written
notice of the assignment or transfer thereof executed by any such Lender shall
have been received by the Administrative Agent and shall have become effective
in accordance with Section 13.3 hereof.

            SECTION 12.11 Relations Among Lenders. Each Lender in its capacity
as a Lender hereunder agrees that it will not take any legal action, nor
institute any actions or proceedings, against the Borrower or any other Credit
Party with respect to any Collateral or any Real Property Asset, it being
understood and agreed that all such actions are to be taken by the
Administrative Agent on behalf of the Lenders. Without limiting the generality
of the foregoing, no Lender may unilaterally terminate its Commitment or
accelerate, or otherwise enforce or seek to enforce any rights or remedies with
respect to, any Loans or other Obligations owed to it, except statutory or
common law rights of banker's liens and setoff with respect to accounts
maintained with such Lender.

            SECTION 12.12 Successor Agents. The Administrative Agent may resign
at any time by giving written notice thereof to the Lenders and the Borrower,
but such resignation shall not become effective until acceptance by a successor
agent of its appointment pursuant hereto. Upon any such resignation, the
retiring Administrative Agent shall promptly appoint a successor agent from
among the Lenders; provided, that such replacement is reasonably acceptable (as
evidenced in writing) to the Required Lenders, the Issuing Bank and the
Borrower; provided, however, that such approval by the Borrower shall not be
required at any time when a Default or Event of Default has occurred and is
continuing. If no successor agent shall have been so

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appointed by the retiring Administrative Agent and shall have accepted such
appointment, within 30 days after the retiring agent's giving of notice of
resignation, the Borrower may appoint a successor as agent (provided, that such
successor is reasonably acceptable to the Required Lenders and the Issuing
Bank), which shall be either a Lender or a commercial bank organized under the
laws of the United States of America or of any State thereof and shall have a
combined capital and surplus of at least $250,000,000. Upon the acceptance of
any appointment as Administrative Agent hereunder by a successor agent, such
successor agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Credit Agreement, the other Fundamental Documents and any
other credit documentation. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent the provisions of this Article 12
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Credit Agreement and the other
Fundamental Documents.

            SECTION 12.13 Tenant's Quiet Enjoyment. Upon the written request of
the Borrower, the Administrative Agent shall deliver a subordination,
non-disturbance and attornment agreement, in favor of the lessee under any lease
of Real Property Assets, in form and substance reasonably satisfactory to the
Administrative Agent and the Borrower, pursuant to which agreement the
Administrative Agent shall agree (to the extent required by the applicable lease
or sublease) (a) to give the tenant or subtenant thereunder the same notice, if
any, given to the Borrower of any default or acceleration of any obligation
underlying the applicable Mortgage or any sale in foreclosure under such
Mortgage, (b) to permit the tenant or subtenant thereunder to cure any such
default on the Borrower's behalf within any applicable cure period, (c) to
permit the tenant or subtenant thereunder to appear by its representative and to
bid at any sale in foreclosure made with respect to the applicable Mortgage and
(d) subject to the terms to be included in the applicable subordination,
non-disturbance and attornment agreement, not to disturb the aforesaid tenant's
or subtenant's possession so long as it is not in default in performing its
obligations under such lease or sublease.

            SECTION 12.14 Lender Payments. (a) Except as otherwise provided
herein, all payments by any Lender hereunder shall be made to the Administrative
Agent at the office of Wachovia Bank, National Association, 201 South College
Street, Charlotte, NC 28288, Attention: Syndication Agency Services (wiring
information: ABA-053000219, Acct. No.: 5000000030499, Account Name: Genesis
HealthCare Corporation, Ref: Genesis HealthCare Corporation) not later than 1:00
p.m. (Eastern time). All payments received after such time shall be deemed
received on the next succeeding Business Day. All payments shall be made in
immediately available funds in lawful money of the United States of America.

            (b) If the Administrative Agent, the Issuing Bank, any Lender or any
other Secured Party is required at any time to return to the Borrower, or to a
trustee, receiver, liquidator, custodian, or any official under any proceeding
under any Debtor Relief Law, any portion of a payment made by the Borrower, each
such Secured Party shall, on demand of the Administrative Agent, return its
share of the amount to be returned which is received by the applicable Secured
Party, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate.

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13.   MISCELLANEOUS

            SECTION 13.1 Notices. (a) Notices and other communications provided
for herein shall be in writing and shall be delivered and addressed:

                     (i) if to the Administrative Agent:
                     Wachovia Bank, National Association
                     201 South College Street
                     Charlotte, NC 28288
                     Attn: Syndication Agency Services
                     Facsimile No.: (704) 383-0288

                     With a copy to:

                     Wachovia Bank, National Association
                     301 South College Street
                     Charlotte, NC  28288
                     Attn:  Scott Santa Cruz
                     Facsimile No.: (704) 383-7611
                     E-mail:  scott.santacruz@wachovia.com

                     (ii) if to a Credit Party:
                     Genesis HealthCare Corporation
                     101 East State Street
                     Kennett Square, PA 19348
                     Attn: James McKeon
                     Facsimile No.: (610) 925-4100

                     (iii) if to the Lender, to it at its address set forth on
                     Annex A attached hereto.

or such other address as such party may from time to time designate by giving
written notice to the other parties hereunder.

Any failure of any Person giving notice pursuant to this Section 13.1, to
provide a courtesy copy to a party as provided herein, shall not affect the
validity of such notice. All notices and other communications given to any party
hereto in accordance with the provisions of this Credit Agreement shall be
deemed to have been given (x) on the fifth Business Day after the date when sent
by registered or certified mail, postage prepaid, return receipt requested, if
by mail, (y) when delivered, if delivered by hand or overnight courier service
or (z) when receipt is acknowledged, if by facsimile communications equipment or
e-mail in each case addressed to such party as provided in this Section 13.1 or
in accordance with the latest unrevoked written direction from such party.

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            (b) No notice to or demand on any of the Credit Parties shall
entitle such Credit Party to any other or further notice or demand in the same,
similar or other circumstances.

            SECTION 13.2 Survival of Agreement, Representations and Warranties,
etc. All warranties, representations and covenants made by any of the Credit
Parties herein, in any other Fundamental Document or in any certificate or other
instrument delivered by it under this Credit Agreement or any other Fundamental
Document shall be considered to have been relied upon by the Administrative
Agent, the Issuing Bank and the Lenders and, except for any terminations,
amendments, modifications or waivers thereof in accordance with the terms
hereof, shall survive the execution and delivery of this Credit Agreement, the
making of the Loans and the issuance of the Letters of Credit herein
contemplated and the execution and delivery of any notes evidencing any Loan
hereunder regardless of any investigation made by the Administrative Agent, the
Issuing Bank or the Lenders or on their behalf, and shall continue in full force
and effect so long as any Obligation is outstanding and unpaid and so long as
the Commitments have not been terminated. All statements in any such certificate
or other instrument shall constitute representations and warranties by the
Credit Parties hereunder.

            SECTION 13.3 Successors and Assigns; Syndications; Loan Sales;
Participations. (a) Whenever in this Credit Agreement any of the parties hereto
is referred to, such reference shall be deemed to include the successors and
assigns of such party; provided, however, that neither the Borrower nor any
other Credit Party may assign its rights hereunder without the prior written
consent of the Administrative Agent, the Issuing Bank and all of the Lenders.
All covenants, promises and agreements by or on behalf of any of the Credit
Parties which are contained in this Credit Agreement shall inure to the benefit
of the successors and assigns of the Administrative Agent, the Issuing Bank and
the Lenders; provided, however, that the Lenders may only assign their
interests, rights and obligations under this Credit Agreement in accordance with
this Section 13.3.

            (b) Each of the Lenders may (but only with the prior written consent
of the Administrative Agent, the Issuing Bank and the Borrower, which consent in
each case shall not be unreasonably withheld or delayed and which consent by the
Borrower shall not be required if at the time the applicable Assignment and
Acceptance is delivered to the Administrative Agent for its acceptance and
recording, an Event of Default has occurred and is then continuing) assign to
one or more Lenders or an Eligible Assignee all or a portion of its interests,
rights and obligations under this Credit Agreement (including, without
limitation, all or a portion of any Loans at the time owing to it, any note held
by it evidencing such Loans, or all or a portion of its Commitment(s) and the
same portion of all Loans at the time owing to it and any notes held by it
evidencing its Loans and its obligations with regard to Letters of Credit);
provided, however, that (i) each assignment shall be in a minimum amount of
$2,500,000 (or such lesser amount as shall equal any Lender's entire Revolving
Credit Loans or Commitment)), (ii) the parties to each such assignment shall
execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register (as defined below), an Assignment and Acceptance
substantially in the form of Exhibit A hereto, together with the assigning
Lender's original note (if any) evidencing the Loans being assigned and a
processing and recordation fee of $3,500 (which fee shall also be payable in the
case of assignments from an assigning Lender to another Lender hereunder) to be
paid to the Administrative Agent by the assigning Lender or the assignee and
(iii) the assignee shall deliver to the Borrower and the Administrative Agent
certification as to the exemption from

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deduction or withholding of any United States federal income taxes in accordance
with Section 2.15. Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in each Assignment and Acceptance, which
effective date shall not (unless otherwise agreed to by the Administrative
Agent) be earlier than five (5) Business Days after the date of acceptance and
recording by the Administrative Agent, (x) the assignee thereunder shall be a
party hereto and, to the extent provided in such Assignment and Acceptance, have
the rights and obligations of a Lender hereunder and under the other Fundamental
Documents and shall be bound by the provisions hereof and (y) the assigning
Lender thereunder shall, to the extent provided in such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Credit Agreement except that, notwithstanding such assignment, any rights
and remedies available to the Borrower for any breaches by such assigning Lender
of its obligations hereunder while a Lender shall be preserved after such
assignment and such Lender shall not be relieved of any liability to the
Borrower due to any such breach. In the case of an Assignment and Acceptance
covering all or the remaining portion of the assigning Lender's rights and
obligations under this Credit Agreement, such assigning Lender shall cease to be
a party hereto.

            (c) Each Lender, in accordance with Section 13.3(b) hereof (other
than with respect to the minimum amount of an assignment and necessity of
obtaining consents which shall be governed by the provisions set forth below of
this Section 13.3(c)), may at any time make an assignment of its interests,
rights and obligations under this Credit Agreement to any Affiliate of such
Lender or to a Related Fund without the consent of the Administrative Agent, the
Issuing Bank or the Borrower or any other Credit Party. Any assignment to any
Affiliate of the assigning Lender or to a Related Fund hereunder shall not be
subject to the requirement of Section 13.3(b) as to a minimum amount and any
such assignment to any Affiliate of the assigning Lender or to a Related Fund
shall not release the assigning Lender from its remaining obligations hereunder,
if any.

            (d) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned thereby and that such interest is free and clear of any
adverse claim, the assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Credit Agreement or any other
Fundamental Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, any of the other
Fundamental Documents or any other instrument or document furnished pursuant
hereto or thereto; (ii) such assignor Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of any of
the Credit Parties or the performance or observance by any of the Credit Parties
of any of their respective obligations under the Fundamental Documents or any
other instrument or document furnished pursuant thereto; (iii) such assignee
confirms that it has received a copy of this Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Sections
5.1(a)(i) and (ii) (or if none of such financial statements shall have then been
delivered, then copies of the financial statements referred to in Section 3.6
hereof) 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 agrees that it will, independently and without

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reliance upon the assigning Lender, the Administrative Agent, the Issuing Bank,
any other Lender or any other Secured 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 Credit Agreement or
any of the other Fundamental Documents or any other instrument or document
furnished pursuant thereto; (v) such assignee appoints and authorizes the
Administrative Agent and the Issuing Bank to take such action as agent(s) on its
behalf and to exercise such powers under this Credit Agreement as are delegated
to the Administrative Agent or the Issuing Bank (as applicable) by the terms
hereof, together with such powers as are reasonably incidental thereto; and (vi)
such assignee agrees that it will be bound by the provisions of this Credit
Agreement and the other Fundamental Documents and will perform in accordance
with their terms all of the obligations which by the terms of this Credit
Agreement and the other Fundamental Documents are required to be performed by it
as a Lender.

            (e) The Administrative Agent shall maintain at its address at which
notices are to be given to it pursuant to Section 13.1 hereof a copy of each
Assignment and Acceptance and a register for the recordation of the names and
addresses of the Lenders and the Commitments of, and principal amount of the
Loans owing to, each Lender from time to time (the "Register"). The entries in
the Register shall be conclusive, in the absence of manifest error, and the
Credit Parties, the Administrative Agent, the Issuing Bank and the Lenders may
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of the Fundamental Documents. The Register shall be available
for inspection by any Credit Party or any Lender at any reasonable time and from
time to time upon reasonable prior notice.

            (f) Subject to the foregoing, upon its receipt of an Assignment and
Acceptance executed by an assigning Lender and an assignee together with the
assigning Lender's original note (if any) evidencing the Loans being assigned
thereby, the processing and recordation fee, and evidence of the Administrative
Agent's and the Borrower's written consent to such assignment (if required), the
Administrative Agent shall, if such Assignment and Acceptance has been completed
and is substantially in the form of Exhibit A hereto, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt written notice thereof to the Borrower. Within five (5)
Business Days after receipt of the notice, the Borrower, at its own expense,
shall execute and deliver to the Administrative Agent, in exchange for any
surrendered note, a new note to the order of such assignee in an amount equal to
the Commitment assumed by the assignee Lender pursuant to such Assignment and
Acceptance and if the assigning Lender has retained a Commitment, a new note to
the order of the assigning Lender in an amount equal to the Commitment retained
by it hereunder. Such new notes shall be in an aggregate principal amount equal
to the aggregate principal amount of the surrendered note (or if applicable, the
outstanding principal amount of the applicable Loan owed to the assigning Lender
immediately preceding the relevant assignment), shall be dated the date of the
surrendered note and shall otherwise be in substantially the form of the
surrendered note.

            (g) Each of the Lenders may, without the consent of any of the
Credit Parties or the Administrative Agent, the Issuing Bank or the other
Lenders, sell participations to one or more banks, mutual funds or other
financial institutions in all or a portion of its rights and obligations under
this Credit Agreement (including, without limitation, all or a portion of its
Commitment and the same portion of all Revolving Credit Loans (if any) at the
time owing to it and any notes held by it evidencing its Revolving Credit Loans
and its participation in Letters of

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Credit); provided, however, that (i) any such Lender's obligations under this
Credit Agreement shall remain unchanged, (ii) such participant shall not be
granted any voting rights or any right to control the vote of such Lender under
this Credit Agreement, except that such participant may be granted voting rights
(or a right to control the vote of such Lender under this Credit Agreement) with
respect to (A) proposed decreases to interest rates or fees payable to the
applicable Lender, (B) subject to Section 13.11 hereof changes to the amount of
the Commitments of the applicable Lender (except for a ratable decrease in the
Total Commitment of all Lenders holding Commitments), (C) final maturity of any
Loan and fees (in each case, as applicable to such participant) and (D) releases
of all or substantially all the Collateral and the Real Property Assets, (iii)
any such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iv) the participating banks or other
entities shall be entitled to the cost protection provisions contained in
Sections 2.12, 2.13, 2.14, 2.15 and 2.18 hereof, but a participant shall not be
entitled to receive pursuant to such provisions an amount larger than its share
of the amount to which the Lender granting such participation would have been
entitled to receive and (v) the Credit Parties, the Administrative Agent, the
Issuing Bank and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's and its participants' rights
and obligations under this Credit Agreement.

            (h) A Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 13.3, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to any of the Credit Parties furnished to the
Administrative Agent, the Issuing Bank or such Lender by or on behalf of the
Borrower or any other Credit Party; provided, that prior to any such disclosure,
each such assignee or participant or proposed assignee or participant shall
agree in writing to be bound by the provisions of Section 13.17 hereof.

            (i) The Credit Parties consent that any Lender may at any time and
from time to time pledge or otherwise grant a security interest in any Loan or
in any Note evidencing the Loans (or any part thereof) to any Federal Reserve
Bank.

            (j) Any assignment pursuant to paragraph (b) or (c) of this Section
13.3 shall constitute an amendment of the Commitments appearing on the signature
pages hereto as of the effective date of such assignment.

            (k) Notwithstanding anything contained in this Section any Lender
may at any time assign or pledge all or any portion of its rights under this
Agreement without the prior written consent of the Borrower, the Administrative
Agent or the Issuing Bank to secure extensions of credit to such Lender or in
support of obligations owed by such Lender; provided that (i) no such assignment
or pledge shall release a Lender from any of its obligations hereunder or
substitute any such assignee for such Lender as a party hereto and (ii) the
right of any such assignee or pledgee to exercise any of such Lender's rights
hereunder or to further transfer all or any portion of the rights pledged or
granted to it, whether by means of foreclosure or otherwise shall at all times
be subject to the other terms and provisions of this Section 13.3. In order to
facilitate such an assignment, the Borrower shall, at the request of the
assigning Lender, duly execute and deliver to the assigning Lender a Note or
Notes evidencing the Loans made to the Borrower by the assigning Lender
hereunder.

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            SECTION 13.4 Expenses; Documentary Taxes. Whether or not the
transactions hereby contemplated shall be consummated, the Borrower agrees to
pay (a) all reasonable out-of-pocket expenses incurred by the Administrative
Agent and the Issuing Bank in connection with, or arising out of, the
performance of due diligence, the negotiation, preparation, execution, delivery,
waiver or modification and administration of this Credit Agreement and any other
documentation contemplated hereby, the making of the Loans and the issuance of
the Letters of Credit, the Collateral, the Pledged Securities, any Real Property
Asset or any Fundamental Document, including but not limited to, the reasonable
out-of-pocket costs and internally allocated charges of legal counsel or audit
or field examinations of the Administrative Agent and the Issuing Bank in
connection with the administration of this Credit Agreement, the verification of
financial data or the transactions contemplated hereby, and the reasonable fees
and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative
Agent, and any other counsel that the Administrative Agent shall retain and (b)
all reasonable out-of-pocket expenses incurred by the Administrative Agent, the
Issuing Bank, any Lender and any other Secured Party in the enforcement or
protection (as distinguished from administration) of the rights and remedies of
the Administrative Agent, the Issuing Bank, the Lenders and any other Secured
Parties in connection with this Credit Agreement, the other Fundamental
Documents, the Letters of Credit or any notes evidencing the Loans hereunder, or
as a result of any transaction, action or non-action arising from any of the
foregoing, including but not limited to, the reasonable fees and disbursements
of any counsel for any of the Administrative Agent, the Issuing Bank, the
Lenders or any other Secured Party. Such payments shall be made on the date this
Credit Agreement is executed by the Borrower and thereafter on demand. The
Borrower agrees that it shall indemnify the Administrative Agent, the Issuing
Bank, the Lenders and any other Secured Parties from and hold them harmless
against any documentary taxes, assessments or charges made by any Governmental
Authority by reason of the execution and delivery of this Credit Agreement or
any notes evidencing any of the Loans hereunder or the issuance of Letters of
Credit. The obligations of the Borrower under this Section 13.4 shall survive
the Facility Termination Date, the termination of this Credit Agreement and the
payment of the Loans and/or the expiration of the Letters of Credit.

            SECTION 13.5 Indemnity. The Borrower agrees to indemnify and hold
harmless the Administrative Agent, the Issuing Bank, the Sole Lead Arranger, the
Lenders and any other Secured Parties, their respective directors, officers,
employees, trustees, Affiliates, investments advisors and agents, and any
professionals retained by them (each an "Indemnified Party") (to the full extent
permitted by Applicable Law) from and against any and all claims, demands,
losses, judgments, damages and liabilities (including liabilities for penalties)
incurred by any of them as a result of, or arising out of, or in any way related
to, or by reason of, any investigation, litigation or other proceeding (whether
or not any Indemnified Party is a party thereto) related to the entering into
and/or performance of this Credit Agreement or any other Fundamental Document or
the use of the proceeds of any Loans hereunder or the issuance of any Letter of
Credit or the consummation of any other transaction contemplated in this Credit
Agreement or any other Fundamental Document, including, without limitation, the
reasonable fees and disbursements of counsel incurred in connection with any
such investigation, litigation or other proceeding (but excluding any such
losses, liabilities, claims, damages or expenses of an Indemnified Party to the
extent incurred by reason of the gross negligence or willful misconduct of such
Indemnified Party as determined by a final order or judgment of a court of
competent jurisdiction). The foregoing indemnity agreement includes any
reasonable costs incurred by an

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Indemnified Party in connection with any action or proceeding which may be
instituted in respect of the foregoing by the Administrative Agent, the Sole
Lead Arranger or the Issuing Bank or by any other Person either against the
Administrative Agent, the Sole Lead Arranger, the Issuing Bank or the Lenders or
in connection with which any officer or employee of the Administrative Agent,
the Sole Lead Arranger, the Issuing Bank or the Lenders is called as a witness
or deponent, including, but not limited to, the reasonable fees and
disbursements of Morgan, Lewis & Bockius LLP, counsel to the Administrative
Agent and the Sole Lead Arranger and any out-of-pocket costs incurred by the
Administrative Agent, the Sole Lead Arranger, the Issuing Bank, the Lenders or
any other Secured Party in appearing as a witness or in otherwise complying with
legal process served upon them. The obligations of the Borrower under this
Section 13.5 shall survive the Facility Termination Date, the termination of
this Credit Agreement and the payment of the Loans and/or the expiration or
termination of the Letters of Credit and shall inure to the benefit of any
Person who was a Lender notwithstanding such Person's assignment of all its
Loans and its Commitment hereunder.

            If a Credit Party shall fail to do any act or thing which it has
covenanted to do hereunder or under a Fundamental Document, or any
representation or warranty of a Credit Party shall be breached, the
Administrative Agent may (but shall not be obligated to) do the same or cause it
to be done or remedy any such breach, and there shall be added to the
Obligations hereunder the cost or expense incurred by the Administrative Agent
in so doing, and any and all amounts expended by the Administrative Agent in
taking any such action shall be repayable to it upon its demand therefor and
shall bear interest at a rate per annum of 2% in excess of the rate then in
effect for Base Rate Loans which are Revolving Credit Loans set forth in Section
2.10(a) from time to time in effect from the date advanced to the date of
repayment.

            SECTION 13.6 CHOICE OF LAW. THIS CREDIT AGREEMENT, THE OTHER
FUNDAMENTAL DOCUMENTS AND ANY NOTE EVIDENCING ANY OF THE LOANS HEREUNDER SHALL
IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES AND BY
FEDERAL LAW TO THE EXTENT APPLICABLE; PROVIDED, HOWEVER, THAT WITH RESPECT TO
ANY MORTGAGE FILED IN A JURISDICTION OUTSIDE THE STATE OF NEW YORK, THE LAWS OF
SUCH JURISDICTION WHERE SUCH MORTGAGE WAS FILED SHALL APPLY.

            SECTION 13.7 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY
APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES, AND
COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS
CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT OR
THE SUBJECT MATTER THEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. EACH PARTY HERETO
ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THE
PROVISIONS OF THIS SECTION 13.7 CONSTITUTE A

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MATERIAL INDUCEMENT UPON WHICH SUCH OTHER PARTIES HAVE RELIED, ARE RELYING AND
WILL RELY IN ENTERING INTO THIS CREDIT AGREEMENT AND ANY OTHER FUNDAMENTAL
DOCUMENT. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
13.7 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY TO THE
WAIVER OF ITS RIGHTS TO TRIAL BY JURY.

            SECTION 13.8 WAIVER WITH RESPECT TO DAMAGES. EACH CREDIT PARTY
ACKNOWLEDGES THAT NEITHER THE ADMINISTRATIVE AGENT, THE SOLE LEAD ARRANGER, THE
ISSUING BANK, ANY LENDER NOR ANY OTHER SECURED PARTY HAS ANY FIDUCIARY
RELATIONSHIP WITH, OR FIDUCIARY DUTY TO, ANY CREDIT PARTY ARISING OUT OF OR IN
CONNECTION WITH THIS CREDIT AGREEMENT OR ANY OTHER FUNDAMENTAL DOCUMENT AND THE
RELATIONSHIP BETWEEN THE ADMINISTRATIVE AGENT, THE SOLE LEAD ARRANGER, THE
ISSUING BANK, THE LENDERS AND ANY OTHER SECURED PARTIES, ON THE ONE HAND, AND
THE CREDIT PARTIES, ON THE OTHER HAND, IN CONNECTION THEREWITH IS SOLELY THAT OF
DEBTOR AND CREDITOR. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO CREDIT PARTY
SHALL ASSERT, AND EACH CREDIT PARTY HEREBY WAIVES, ANY CLAIMS AGAINST THE
ADMINISTRATIVE AGENT, THE SOLE LEAD ARRANGER, THE ISSUING BANK, THE LENDERS AND
ANY OTHER SECURED PARTY ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES)
ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS CREDIT AGREEMENT,
ANY FUNDAMENTAL DOCUMENT, ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR
THEREBY, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

            SECTION 13.9 No Waiver. No failure on the part of the Administrative
Agent, the Issuing Bank, any Lender or any other Secured Party to exercise, and
no delay in exercising, any right, power or remedy hereunder, under any note
evidencing any Loan hereunder, with regard to any Letter of Credit, or any other
Fundamental Document shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
All remedies hereunder are cumulative and are not exclusive of any other
remedies provided by law.

            SECTION 13.10 Extension of Payment Date. Except as otherwise
specifically provided in Article 2 hereof, should any payment or prepayment of
principal of or interest on any of the Loans or any other amount due hereunder,
become due and payable on a day other than a Business Day, the due date of such
payment or prepayment shall be extended to the next succeeding Business Day and,
in the case of a payment or prepayment of principal, interest shall be payable
thereon at the rate herein specified during such extension.

            SECTION 13.11 Amendments, etc. (a) Unless otherwise specifically
provided herein any provision of this Credit Agreement may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by the
Credit Parties and the Required Lenders

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(and, if the rights or duties of the Administrative Agent are affected thereby,
by the Administrative Agent); provided, that if such amendment or waiver affects
only the Lenders holding Swingline Loans or Revolving Credit Loans (or
Commitments), as applicable, then only Lenders holding more than 50% of the
Loans in the applicable Tranche (or the Commitments, if applicable) shall be
required to sign such amendment or waiver; provided, further, that no such
amendment or waiver shall (i) increase, decrease, or extend the Commitment of
any Lender (except for a ratable decrease in the Commitment of all Lenders
holding Commitments for that Tranche), without the prior written consent of such
Lender, (ii) reduce the principal of, or rate of interest on, any Loan or any
Fees specified herein, due to a Lender without the prior written consent of such
Lender, (iii) postpone the date fixed for any payment of principal of, or
interest on, any Loan or any Fees hereunder due to a Lender or for any reduction
or termination of the Commitment of a Lender, without the prior written consent
of each such Lender, (iv) increase the amount of the Swingline Loans or the
Revolving Credit Loans of a Lender, without the prior written consent of such
Lender, (v) decrease any amount payable to a Lender pursuant to the provisions
of Section 12.2 hereof, without the prior written consent of each such Lender,
(vi) release all or substantially all of the Collateral from the Liens created
by the Fundamental Documents or release the Guarantors from the guaranties
hereunder accounting for all or substantially all of the value of the Borrower
and Guarantors taken as a whole (except, in each case, as expressly permitted
hereby), without the prior written consent of all the Lenders, or release
Collateral in any transaction or series of related transactions having an
aggregate net book value in excess of 50% of the net book value of all Credit
Parties, as determined on the Closing Date, (except as expressly permitted
hereby) without the consent of Lenders having Credit Exposure greater than
Eighty Five percent (85%) of the Total Credit Exposure; provided, that for
purposes of this clause (vi), the Credit Exposure of a Lender shall be
disregarded if and for so long as such Lender shall be a Defaulting Lender,
(vii) amend or modify the provisions of this Section 13.11, without the prior
written consent of all the Lenders, (viii) amend the definition of "Required
Lenders," without the prior written consent of all the Lenders or (ix) amend or
modify any provision of this Agreement which expressly provides for the
unanimous consent or approval of the Lenders. No such amendment, modification,
waiver or consent shall amend Section 2.18 hereof or adversely affect the rights
and obligations of the Issuing Bank hereunder without its prior written consent.
Each holder of a Commitment, a Loan or a note evidencing any Loan hereunder
shall be bound by any amendment, modification, waiver or consent authorized as
provided herein (whether or not any applicable note shall have been marked to
indicate such amendment, modification, waiver or consent); and any consent by
any holder of a Commitment, a Loan or a note shall bind any Person subsequently
acquiring such Commitment, Loan or note (whether or not any applicable note is
so marked).

            (b) If a condition to Borrowing or the issuance of a Letter of
Credit hereunder is not satisfied or some other event occurs that would prohibit
the Borrower from borrowing or receiving a Letter of Credit hereunder, then in
order to waive such condition or consent to such event, the consent of the
Required Lenders (as a separate group) shall be required in addition to any
other consent required pursuant this Credit Agreement.

            (c) Notwithstanding the foregoing provisions of this Section 13.11
or anything to the contrary contained in this Credit Agreement, any Lender which
has requested that it not receive material, non-public information concerning
the Borrower or any of the other Credit Parties and which is therefore unable or
unwilling to vote with respect to an issue arising

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under this Credit Agreement will agree to vote and will be deemed to have voted
its Credit Exposure under this Credit Agreement pro rata in accordance with the
percentage of Credit Exposure voted in favor of, and the percentage of Credit
Exposure voted against, any such issue under this Credit Agreement.

            (d) If the Borrower shall have requested a waiver, consent, or
amendment from the Lenders of any of the matters described in clauses (i)
through (vii) of Section 13.11(a), and the Borrower shall have received such
waiver, consent, or amendment from Lenders holding greater than 50% of the Total
Credit Exposure (or in the case of such a waiver, consent or amendment relating
to a single Tranche, greater than 50% of the aggregate Credit Exposure of all
Lenders with respect to such Tranche), then with respect to any Lender that has
not consented (the "Non-Consenting Lenders"), the Borrower may, upon at least
five (5) Business Days' prior written or facsimile notice to such Lender and the
Administrative Agent, identify to the Administrative Agent a Purchasing Lender
which will purchase (for an amount, in immediately available funds, equal to the
principal amount of outstanding Loans payable to such Non-Consenting Lender,
plus all accrued but unpaid interest and fees payable to such Non-Consenting
Lender), the Commitments of such Non-Consenting Lender (if applicable), and such
Non-Consenting Lender shall thereupon assign any Loans owing to such
Non-Consenting Lender, its Commitments (if applicable) and any notes held by
such Non-Consenting Lender to such Purchasing Lender pursuant to Section 13.3
hereof; provided, that the consent of the Administrative Agent required pursuant
to Section 13.3 hereof shall not be unreasonably withheld.

            SECTION 13.12 Severability. Any provision of this Credit Agreement
or of any note evidencing any Loan hereunder which is invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without
invalidating the remaining provisions hereof, and any such invalidity,
illegality or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

            SECTION 13.13 SERVICE OF PROCESS. EACH PARTY HERETO (EACH A
"SUBMITTING PARTY") HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE STATE
COURTS OF THE STATE OF NEW YORK IN NEW YORK COUNTY AND TO THE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING
IN NEW YORK COUNTY, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING
ARISING OUT OF OR BASED UPON THIS CREDIT AGREEMENT (INCLUDING, BUT NOT LIMITED
TO, THE LETTERS OF CREDIT, THE SUBJECT MATTER HEREOF AND ANY OTHER FUNDAMENTAL
DOCUMENT AND THE SUBJECT MATTER THEREOF). EACH SUBMITTING PARTY TO THE EXTENT
PERMITTED BY APPLICABLE LAW (A) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY
OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER
PROCEEDING BROUGHT IN THE ABOVE-NAMED COURTS, ANY CLAIM THAT IT IS NOT SUBJECT
PERSONALLY TO THE JURISDICTION OF SUCH COURTS, THAT ITS PROPERTY IS EXEMPT OR
IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS
BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,

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ACTION OR PROCEEDING IS IMPROPER OR THAT THIS CREDIT AGREEMENT, THE SUBJECT
MATTER HEREOF AND ANY OTHER FUNDAMENTAL DOCUMENT OR THE SUBJECT MATTER THEREOF
(AS APPLICABLE) MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (B) HEREBY WAIVES
THE RIGHT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR
COUNTERCLAIMS EXCEPT COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM
THE SAME SUBJECT MATTER. EACH SUBMITTING PARTY HEREBY CONSENTS TO SERVICE OF
PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT
TO SECTION 13.1 HEREOF. EACH SUBMITTING PARTY AGREES THAT ITS SUBMISSION TO
JURISDICTION AND CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS
BENEFIT OF EACH OF THE OTHER SUBMITTING PARTIES. FINAL JUDGMENT AGAINST ANY
SUBMITTING PARTY IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING ON
THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF
THE FACT AND OF THE AMOUNT OF INDEBTEDNESS OR LIABILITY OF THE SUBMITTING PARTY
THEREIN DESCRIBED OR (Y) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS
OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE ADMINISTRATIVE AGENT AND
THE ISSUING BANK MAY AT THEIR OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL
PROCEEDINGS AGAINST A SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY STATE OR
FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE
SUBMITTING PARTY OR SUCH ASSETS MAY BE FOUND.

            SECTION 13.14 Headings. Section headings used herein and the Table
of Contents are for convenience only and are not to affect the construction of
or be taken into consideration in interpreting this Credit Agreement.

            SECTION 13.15 Execution in Counterparts. This Credit Agreement may
be executed in any number of counterparts, each of which shall constitute an
original, but all of which taken together shall constitute one and the same
instrument. Signature pages may be detached from counterpart documents and
reassembled to form duplicate executed originals. Delivery of an executed
signature page to this Credit Agreement by facsimile shall be as effective as
delivery of a manually executed counterpart of this Credit Agreement.

            SECTION 13.16 Subordination of Intercompany Indebtedness,
Receivables and Advances. (a) Each Credit Party hereby agrees that any
intercompany Indebtedness or other intercompany receivables or intercompany
advances of any other Credit Party, directly or indirectly, in favor of such
Credit Party of whatever nature at any time outstanding shall be completely
subordinate in right of payment to the prior indefeasible payment in full of the
Obligations, and that no payment on any such Indebtedness, receivable or advance
shall be made until the prior indefeasible payment in full of all the
Obligations, termination of the Commitments and the expiration and/or
termination of all Letters of Credit (or the cash collateralization of the
outstanding Letters of Credit in an amount equal to 105% of the then current L/C
Exposure) (i) except intercompany receivables and intercompany advances
permitted

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pursuant to the terms hereof may be repaid, and interest, fees and other related
amounts may be paid, and intercompany Indebtedness permitted pursuant to the
terms hereof may be repaid, and interest, fees and other related amounts may be
paid, in each case so long as no Default or Event of Default, shall have
occurred and be continuing and (ii) except as specifically consented to by the
Administrative Agent and the Required Lenders in writing.

            (b) In the event that any payment on any such Indebtedness shall be
received by such Credit Party other than as permitted by Section 13.16(a) hereof
before payment in full of all Obligations, termination of the Commitments and
the expiration and/or termination of all Letters of Credit (or the cash
collateralization of the outstanding Letters of Credit in an amount equal to
105% of the then current L/C Exposure), such Credit Party shall receive such
payments and hold the same in trust for, segregate the same from its own assets
and shall immediately pay over to, the Administrative Agent on behalf of the
Secured Parties all such sums to the extent necessary so that the Secured
Parties shall have been paid all Obligations owed or which may become owing.

            SECTION 13.17 Confidentiality. Each of the Lenders understands that
some of the information furnished to it pursuant to this Credit Agreement may be
received by it prior to the time that such information shall have been made
public, and each of the Lenders hereby agrees that it will keep all the
information received by it in connection with this Credit Agreement confidential
except that a Lender shall be permitted to disclose information (i) to such of
its officers, directors, employees, agents, representatives, auditors,
consultants, advisors, trustees, investment advisors, lawyers and affiliates as
need to know such information in connection with this Credit Agreement or any
other Fundamental Document, so long as such disclosure is subject to the
understanding that it remain confidential pursuant to the terms hereof; (ii) to
a proposed assignee or participant in accordance with Section 13.3(h) hereof, so
long as such disclosure is subject to the understanding that it remain
confidential pursuant to the terms hereof; (iii) to the extent required by
Applicable Law and regulations or by any subpoena or other legal process (in any
which event such Lender shall promptly notify the Borrower to the extent not
prohibited by Applicable Law); (iv) to the extent requested by any bank
regulatory authority or other regulatory authority; (v) to the extent such
information (A) becomes publicly available other than as a result of a breach of
this Credit Agreement, (B) becomes available to such Lender on a nonconfidential
basis from a source other than the Borrower or any of its Affiliates, which
source is not known to such Lender to be prohibited from transmitting the
information to such Lender by any contractual or other obligation to the
Borrower or (C) was available to such Lender on a nonconfidential basis prior to
its disclosure to such Lender; (vi) to the extent the Borrower shall have
consented to such disclosure in writing; or (vii) in any proceeding brought by a
Lender against the Borrower for the purpose of protecting or enforcing any of
its rights and/or remedies in connection with any Fundamental Document or in any
other proceeding (including any counter-claim) brought against a Lender in
connection with any Fundamental Document or any of the transactions contemplated
thereby.

            SECTION 13.18 Entire Agreement. This Credit Agreement (including the
Exhibits and Schedules hereto) represents the entire agreement of the parties
with regard to the subject matter hereof and the terms of any letters and other
documentation entered into between any of the parties hereto (other than the Fee
Letter) prior to the execution of this Credit

                                      120

<PAGE>

Agreement which relate to Loans to be made or Letters of Credit to be issued
hereunder shall be replaced by the terms of this Credit Agreement.

            SECTION 13.19 Enforcement of Rights; No Obligation to Marshall
Assets. In enforcing any rights under this Credit Agreement or any other
Fundamental Document, neither the Administrative Agent, the Issuing Bank, any
Lender nor any of the other Secured Parties shall be required to resort to any
particular security, right or remedy through foreclosure or otherwise, or to
proceed in any particular order of priority, or to otherwise act or refrain from
acting; and, to the extent permitted by Applicable Law, each Credit Party hereby
waives and releases any right to a marshaling of assets or a sale in inverse
order of alienation.

            SECTION 13.20 Reproduction of Documents. The Credit Agreement, all
documents constituting Schedules or Exhibits hereto, and all documents relating
hereto received by a party hereto, including, without limitation: (a) consents,
waivers and modifications that may hereafter be executed; (b) the Fundamental
Documents; and (c) financial statements, certificates, and other information
previously or hereafter furnished to any of the Administrative Agent, the
Issuing Bank, any Lender or any other Secured Party may be reproduced by the
party receiving the same by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. Each of the parties
hereto agrees and stipulates that, to the extent permitted by Applicable Law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such party in the
regular course of business) and that, to the extent permitted by applicable law,
any enlargement, facsimile, or further reproduction of such reproduction shall
likewise be admissible in evidence.

            SECTION 13.21 Right of Set-Off. Subject to Section 12.3 upon the
occurrence and during the continuance of any Event of Default, the
Administrative Agent and each Lender is hereby authorized at any time and from
time to time, to the fullest extent permitted by law and without order of or
application to any court, 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 the Administrative Agent and each such Lender
or any Affiliate thereof to or for the credit or the account of any Credit Party
against any and all of the Obligations, irrespective of whether or not such
Lender shall have made any demand under any Fundamental Document and although
the Obligations may not have been accelerated. The rights of each Lender and the
Administrative Agent under this Section are in addition to other rights and
remedies which such Lender and the Administrative Agent may have upon the
occurrence and during the continuance of any Event of Default.

            SECTION 13.22 Consolidated Subsidiaries. In the event that for any
Rolling Four Quarter period the Consolidated EBITDA attributable to Consolidated
Subsidiaries which are not Credit Parties (other than the Borrower's captive
insurance subsidiary) is greater than 5% of Consolidated EBITDA of the Borrower
and its Consolidated Subsidiaries, then all calculations of Consolidated EBITDA,
Consolidated EBITDAR, Consolidated Fixed Charged Coverage Ratio, Consolidated
Interest Expense, Consolidated Net Income, Consolidated Net Working Assets,
Consolidated Net Worth, Consolidated Rental Expense, Consolidated Tangible
Assets, Total Leverage Ratio and Total Funded Debt, with respect to such Rolling
Four Quarter Period, shall all be computed based on the financial performance of
the Borrower and the Credit Parties

                                      121

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on a consolidated basis without including the assets, liabilities, income, or
loss of any Person which is not a Credit Party (other than the Borrower's
captive insurance subsidiary) except to the extent of any distribution or
dividend actually paid to the Borrower or any Credit Party by such Person during
such period.

            SECTION 13.23 Agent Exculpation. It is expressly understood that
each of the Syndication Agents, the Co-Lead Arrangers, the Bookrunner, and the
Documentation Agent shall not have any duties or responsibilities under this
Agreement.

                            [SIGNATURE PAGES FOLLOW]

                                      122

<PAGE>

      IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first written above.

                                         BORROWER:

                                         GENESIS HEALTHCARE CORPORATION

                                         By: /s/ James V. McKeon
                                             ------------------------------
                                             Name: James V. McKeon
                                             Title: Chief Financial Officer

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<PAGE>

                              GUARANTORS:

                              ACADEMY NURSING HOME, INC.

                              ADS APPLE VALLEY, INC.

                              ADS CONSULTING, INC.

                              ADS DANVERS ALF, INC.

                              ADS DARTMOUTH ALF, INC.

                              ADS HINGHAM ALF, INC.

                              ADS HINGHAM NURSING FACILITY, INC.

                              ADS HOME HEALTH, INC.

                              ADS MANAGEMENT, INC.

                              ADS PALM CHELMSFORD, INC.

                              ADS RECUPERATIVE CENTER, INC.

                              ADS RESERVOIR WALTHAM, INC.

                              ADS SENIOR HOUSING, INC.

                              ADS/MULTICARE, INC.

                              ANR, INC.

                              APPLE VALLEY OPERATING CORP.

                              APPLEWOOD HEALTH RESOURCES, INC.

                              ASL, INC.

                              ASSISTED LIVING ASSOCIATES OF BERKSHIRE, INC.

                              ASSISTED LIVING ASSOCIATES OF LEHIGH, INC.

                              ASSISTED LIVING ASSOCIATES OF SANATOGA, INC.

                                      124

<PAGE>

                              BERKS NURSING HOMES, INC.

                              BRIGHTWOOD PROPERTY, INC.

                              BRINTON MANOR, INC.

                              BURLINGTON WOODS CONVALESCENT CENTER, INC.

                              CAREFLEET, INC.

                              CENTURY CARE MANAGEMENT, INC.

                              CHATEAU VILLAGE HEALTH RESOURCES, INC.

                              CHELTENHAM LTC MANAGEMENT, INC.

                              CHG INVESTMENT CORP., INC.

                              CHNR-I, INC.

                              COLONIAL HALL HEALTH RESOURCES, INC.

                              CONCORD HEALTH GROUP, INC.

                              CONCORD SERVICE CORPORATION

                              CRESTVIEW CONVALESCENT HOME, INC.

                              CRESTVIEW NORTH, INC.

                              CRYSTAL CITY NURSING CENTER, INC.

                              CVNR, INC.

                              DAWN VIEW MANOR, INC.

                              DELM NURSING, INC.

                              DIANE MORGAN AND ASSOCIATES, INC.

                              DOVER HEALTHCARE ASSOCIATES, INC.

                              EIDOS, INC.

                              ELDERCARE RESOURCES CORP.

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<PAGE>

                              ELMWOOD HEALTH RESOURCES, INC.

                              ENCARE OF PENNYPACK, INC.

                              ENCARE OF QUAKERTOWN, INC.

                              ENCARE OF WYNCOTE, INC.

                              ENR, INC.

                              GENESIS ELDERCARE CENTERS - BELVEDERE, INC.

                              GENESIS ELDERCARE CENTERS - CHAPEL MANOR, INC.

                              GENESIS ELDERCARE CENTERS-HARSTON, INC.

                              GENESIS ELDERCARE CENTERS - PENNSBURG, INC.

                              GENESIS ELDERCARE CORP.

                              GENESIS ELDERCARE DIAGNOSTIC SERVICES, INC.

                              GENESIS ELDERCARE HOME CARE SERVICES, INC.

                              GENESIS ELDERCARE HOSPITALITY SERVICES, INC.

                              GENESIS ELDERCARE LIVING FACILITIES, INC.

                              GENESIS ELDERCARE NATIONAL CENTERS, INC.

                              GENESIS ELDERCARE NETWORK SERVICES OF
                               MASSACHUSETTS, INC.

                              GENESIS ELDERCARE NETWORK SERVICES, INC.

                              GENESIS ELDERCARE PARTNERSHIP CENTERS, INC.

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<PAGE>

                              GENESIS ELDERCARE PHYSICIAN SERVICES, INC.

                              GENESIS ELDERCARE PROPERTIES, INC.

                              GENESIS ELDERCARE REHABILITATION SERVICES, INC.

                              GENESIS ELDERCARE STAFFING SERVICES, INC.

                              GENESIS ELDERCARE TRANSPORTATION SERVICES, INC.

                              GENESIS HEALTH VENTURES OF ARLINGTON, INC.

                              GENESIS HEALTH VENTURES OF BLOOMFIELD, INC.

                              GENESIS HEALTH VENTURES OF CLARKS SUMMIT, INC.

                              GENESIS HEALTH VENTURES OF INDIANA, INC.

                              GENESIS HEALTH VENTURES OF LANHAM, INC.

                              GENESIS HEALTH VENTURES OF MASSACHUSETTS, INC.

                              GENESIS HEALTH VENTURES OF NAUGATUCK, INC.

                              GENESIS HEALTH VENTURES OF NEW GARDEN, INC.

                              GENESIS HEALTH VENTURES OF POINT PLEASANT, INC.

                              GENESIS HEALTH VENTURES OF SALISBURY, INC.

                              GENESIS HEALTH VENTURES OF WAYNE, INC.

                              GENESIS HEALTH VENTURES OF WEST VIRGINIA, INC.

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<PAGE>

                              GENESIS HEALTH VENTURES OF WILKES-BARRE, INC.

                              GENESIS HEALTH VENTURES OF WINDSOR, INC.

                              GENESIS HEALTHCARE CENTERS HOLDINGS, INC.

                              GENESIS HEALTHCARE HOLDING COMPANY I, INC.

                              GENESIS HEALTHCARE HOLDING COMPANY II, INC.

                              GENESIS IMMEDIATE MED CENTER, INC.

                              GENESIS OF PALISADO AVENUE, INC.

                              GENESIS PROPERTIES OF DELAWARE CORPORATION

                              GENESIS SELECTCARE CORP.

                              GENESIS/VNA PARTNERSHIP HOLDING COMPANY, INC.

                              GERIATRIC & MEDICAL COMPANIES, INC.

                              GERIATRIC AND MEDICAL INVESTMENTS CORPORATION

                              GERIATRIC AND MEDICAL SERVICES, INC.

                              GERI-MED CORP.

                              GLENMARK ASSOCIATES - DAWN VIEW MANOR, INC.

                              GLENMARK ASSOCIATES, INC.

                              GLENMARK PROPERTIES, INC.

                              GMA-BRIGHTWOOD, INC.

                              GMA CONSTRUCTION, INC.

                              GMA-MADISON, INC.

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                              GMA - UNIONTOWN, INC.

                              GMA PARTNERSHIP HOLDING COMPANY, INC.

                              GMC LEASING CORPORATION

                              GMC-LTC MANAGEMENT, INC.

                              GMS INSURANCE SERVICES, INC.

                              GOVERNOR'S HOUSE NURSING HOME, INC.

                              HEALTH RESOURCES OF ACADEMY MANOR, INC.

                              HEALTH RESOURCES OF BOARDMAN, INC.

                              HEALTH RESOURCES OF BROOKLYN, INC.

                              HEALTH RESOURCES OF CEDAR GROVE, INC.

                              HEALTH RESOURCES OF CINNAMINSON, INC.

                              HEALTH RESOURCES OF COLCHESTER, INC.

                              HEALTH RESOURCES OF COLUMBUS, INC.

                              HEALTH RESOURCES OF CUMBERLAND, INC.

                              HEALTH RESOURCES OF ENGLEWOOD, INC.

                              HEALTH RESOURCES OF EWING, INC.

                              HEALTH RESOURCES OF FARMINGTON, INC.

                              HEALTH RESOURCES OF GARDNER, INC.

                              HEALTH RESOURCES OF GLASTONBURY, INC.

                              HEALTH RESOURCES OF GROTON, INC.

                              HEALTH RESOURCES OF LAKEVIEW, INC.

                              HEALTH RESOURCES OF LEMONT, INC.

                              HEALTH RESOURCES OF MARCELLA, INC.

                              HEALTH RESOURCES OF MIDDLETOWN (RI), INC.

                                      129

<PAGE>

                              HEALTH RESOURCES OF MORRISTOWN, INC.

                              HEALTH RESOURCES OF NORTH ANDOVER, INC.

                              HEALTH RESOURCES OF ROCKVILLE, INC.

                              HEALTH RESOURCES OF TROY HILLS, INC.

                              HEALTH RESOURCES OF WALLINGFORD, INC.

                              HEALTH RESOURCES OF WARWICK, INC.

                              HEALTH RESOURCES OF WESTWOOD, INC.

                              HEALTHCARE RESOURCES CORP.

                              HELSTAT, INC.

                              HILLTOP HEALTH CARE CENTER, INC.

                              HMNH REALTY, INC.

                              HNCA, INC.

                              HORIZON ASSOCIATES, INC.

                              HORIZON MOBILE, INC.

                              HORIZON REHABILITATION, INC.

                              HR OF CHARLESTON, INC.

                              HRWV HUNTINGTON, INC.

                              INNOVATIVE HEALTH CARE MARKETING, INC.

                              KEYSTONE NURSING HOME, INC.

                              KNOLLWOOD MANOR, INC.

                              KNOLLWOOD NURSING HOME, INC.

                              LAKE MANOR, INC.

                              LAKEWOOD HEALTH RESOURCES, INC.

                              LAUREL HEALTH RESOURCES, INC.

                                      130

<PAGE>

                              LEHIGH NURSING HOMES, INC.

                              LIFE SUPPORT MEDICAL EQUIPMENT, INC.

                              LIFE SUPPORT MEDICAL, INC.

                              LRC HOLDING COMPANY, INC.

                              LWNR, INC.

                              MABRI CONVALESCENT CENTER, INC.

                              MANOR MANAGEMENT CORP. OF GEORGIAN MANOR, INC.

                              MARLINTON ASSOCIATES, INC.

                              MARLINTON PARTNERSHIP HOLDING COMPANY, INC.

                              MCKERLEY HEALTH CARE CENTER-CONCORD, INC.

                              MCKERLEY HEALTH CARE CENTERS, INC.

                              MERIDIAN HEALTH, INC.

                              MERIDIAN HEALTHCARE INVESTMENTS, INC.

                              MERIDIAN HEALTHCARE, INC.

                              MHNR, INC.

                              MNR, INC.

                              MONTGOMERY NURSING HOMES, INC.

                              MULTICARE AMC, INC.

                              NURSING AND RETIREMENT CENTER OF THE ANDOVERS,
                               INC.

                              OAK HILL HEALTH CARE CENTER, INC.

                              PHC OPERATING CORP.

                              PHILADELPHIA AVENUE CORPORATION

                                      131

<PAGE>

                              POCAHONTAS CONTINUOUS CARE CENTER, INC.

                              PRESCOTT NURSING HOME, INC.

                              PROSPECT PARK LTC MANAGEMENT, INC.

                              PROVIDENCE FUNDING CORPORATION

                              PROVIDENCE HEALTH CARE, INC.

                              REST HAVEN NURSING HOME, INC.

                              RHS MEMBERSHIP INTEREST HOLDING COMPANY

                              RIDGELAND HEALTH RESOURCES, INC.

                              RIVERSHORES HEALTH RESOURCES, INC.

                              RLNR, INC.

                              ROSE HEALTHCARE, INC.

                              ROSE VIEW MANOR, INC.

                              RSNR, INC.

                              RVNR, INC.

                              S. T. B. INVESTORS, LTD.

                              SCHUYLKILL NURSING HOMES, INC.

                              SENIOR LIVING VENTURES, INC.

                              SENIOR SOURCE, INC.

                              SNOW VALLEY HEALTH RESOURCES, INC.

                              SOLOMONT FAMILY MEDFORD VENTURE, INC.

                              STAFFORD CONVALESCENT CENTER, INC.

                              STATE STREET ASSOCIATES, INC.

                              SVNR, INC.

                                      132

<PAGE>

                              THE ADS GROUP, INC.

                              THE APPLE VALLEY PARTNERSHIP HOLDING COMPANY,
                               INC.

                              THE HOUSE OF CAMPBELL, INC.

                              THE MULTICARE COMPANIES, INC.

                              THE SARAH BRAYTON PARTNERSHIP HOLDING COMPANY,
                               INC.

                              THE SOMERSET PARTNERSHIP HOLDING COMPANY, INC.

                              TMC ACQUISITION CORP.

                              TRI STATE MOBILE MEDICAL SERVICES, INC.

                              VALLEY MEDICAL SERVICES, INC.

                              VALLEY TRANSPORT AMBULANCE SERVICE, INC.

                              VERSALINK, INC.

                              VILLAS REALTY & INVESTMENTS, INC.

                              WALNUT LTC MANAGEMENT, INC.

                              WAYSIDE NURSING HOME, INC.

                              WEISENFLUH AMBULANCE SERVICE, INC.

                              WEST PHILA. LTC MANAGEMENT, INC.

                              WESTFORD NURSING AND RETIREMENT CENTER, INC.

                              WILLOW MANOR NURSING HOME, INC.

                              WYNCOTE HEALTHCARE CORP.

                              YE OLDE AMBULANCE COMPANY, INC.

                                      133

<PAGE>

                              YORK LTC MANAGEMENT, INC.

                              BY: /s/ JAMES V. McKEON
                                  ---------------------------------------------
                                  NAME: JAMES V. McKEON
                                  TITLE: CHIEF FINANCIAL OFFICER OF EACH OF THE
                                         FOREGOING ENTITIES

                                      134

<PAGE>

                 ADS APPLE VALLEY LIMITED PARTNERSHIP
                   BY: ADS APPLE VALLEY, INC., ITS GENERAL PARTNER

                 ADS HINGHAM LIMITED PARTNERSHIP
                   BY: ADS HINGHAM NURSING FACILITY, INC., ITS GENERAL PARTNER

                 ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP
                   BY: ADS RECUPERATIVE CENTER, INC., ITS GENERAL PARTNER

                 BREVARD MERIDIAN LIMITED PARTNERSHIP
                   BY: MERIDIAN HEALTHCARE, INC., ITS GENERAL PARTNER

                 CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP
                   BY: GLENMARK ASSOCIATES, INC., ITS GENERAL PARTNER

                 CATONSVILLE MERIDIAN LIMITED PARTNERSHIP

                   By: Meridian Healthcare, Inc. and Meridian Health, Inc., its
                       general partners

                 CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P.
                   BY: HEALTH RESOURCES OF CUMBERLAND, INC., ITS GENERAL PARTNER

                 EASTON MERIDIAN LIMITED PARTNERSHIP

                   BY: MERIDIAN HEALTHCARE, INC. AND MERIDIAN HEALTH, INC., ITS
                       GENERAL PARTNERS

                 EDELLA STREET ASSOCIATES

                   BY: GENESIS HEALTH VENTURES OF CLARKS SUMMIT, INC., ITS
                       GENERAL PARTNER

                                      135

<PAGE>

                 GENESIS ELDERCARE CENTERS I, L.P.
                   BY: GENESIS ELDERCARE PARTNERSHIP CENTERS, INC., ITS GENERAL
                       PARTNER

                 GENESIS ELDERCARE CENTERS II, L.P.
                   BY: GENESIS ELDERCARE PARTNERSHIP CENTERS, INC., ITS GENERAL
                       PARTNER

                 GENESIS ELDERCARE CENTERS III, L.P.
                   BY: GENESIS ELDERCARE PARTNERSHIP CENTERS, INC., ITS GENERAL
                       PARTNER

                 GENESIS HEALTH VENTURES OF WEST VIRGINIA, LIMITED PARTNERSHIP

                   BY: GENESIS ELDERCARE NETWORK SERVICES, INC. AND GENESIS
                       ELDERCARE REHABILITATION SERVICES, INC., ITS GENERAL
                       PARTNERS

                 GENESIS PROPERTIES LIMITED PARTNERSHIP

                   BY: GENESIS HEALTH VENTURES OF ARLINGTON, INC., ITS GENERAL
                       PARTNER

                 GENESIS PROPERTIES OF DELAWARE LTD. PARTNERSHIP, L.P.

                   BY: GENESIS PROPERTIES OF DELAWARE CORPORATION, ITS GENERAL
                       PARTNER

                 GLENMARK PROPERTIES I, LIMITED PARTNERSHIP

                   BY: GLENMARK ASSOCIATES, INC., ITS GENERAL PARTNER

                 GREENSPRING MERIDIAN LIMITED PARTNERSHIP

                   BY: MERIDIAN HEALTHCARE, INC., ITS GENERAL PARTNER

                                      136

<PAGE>

                 GROTON ASSOCIATES OF CONNECTICUT, L.P.
                   BY: HEALTH RESOURCES OF GROTON, INC., ITS GENERAL PARTNER

                 HAMMONDS LANE MERIDIAN LIMITED PARTNERSHIP

                   BY: MERIDIAN HEALTHCARE, INC. AND MERIDIAN HEALTH, INC., ITS
                       GENERAL PARTNERS

                 LAKE WASHINGTON, LTD.
                   BY: LAKE MANOR, INC., ITS GENERAL PARTNER

                 MCKERLEY HEALTH CARE CENTER-CONCORD LIMITED PARTNERSHIP

                   BY: MCKERLEY HEALTH CARE CENTER-CONCORD, INC., ITS GENERAL
                       PARTNER

                 MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP

                   By: Meridian Healthcare, Inc., its general partner

                 MERIDIAN EDGEWOOD LIMITED PARTNERSHIP

                   BY: MERIDIAN HEALTHCARE, INC., ITS GENERAL PARTNER

                 MERIDIAN PERRING LIMITED PARTNERSHIP

                   BY: MERIDIAN HEALTHCARE, INC., ITS GENERAL PARTNER

                 MERIDIAN VALLEY LIMITED PARTNERSHIP

                   BY: MERIDIAN HEALTHCARE, INC., ITS GENERAL PARTNER

                                      137

<PAGE>

                 MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP

                   BY: MERIDIAN HEALTHCARE, INC., ITS GENERAL PARTNER

                 MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND, L.P.
                   BY: HEALTH RESOURCES OF MIDDLETOWN (RI), INC., ITS GENERAL
                       PARTNER

                 MILLVILLE MERIDIAN LIMITED PARTNERSHIP

                   BY: MERIDIAN HEALTHCARE, INC., ITS GENERAL PARTNER

                 NORTH CAPE CONVALESCENT CENTER ASSOCIATES, L.P.

                   BY: GERIATRIC AND MEDICAL SERVICES, INC., ITS GENERAL
                       PARTNER

                 PHILADELPHIA AVENUE ASSOCIATES

                   BY: PHILADELPHIA AVENUE CORPORATION, ITS GENERAL PARTNER

                 POINT PLEASANT HAVEN LIMITED PARTNERSHIP
                   BY: GLENMARK ASSOCIATES, INC. AND GMA PARTNERSHIP HOLDING
                       COMPANY, INC., ITS GENERAL PARTNERS

                 RALEIGH MANOR LIMITED PARTNERSHIP
                   BY: GLENMARK ASSOCIATES, INC., ITS GENERAL PARTNER

                                      138

<PAGE>

                 RIVER STREET ASSOCIATES

                   BY: GENESIS HEALTH VENTURES OF WILKES-BARRE, INC., ITS
                       GENERAL PARTNER

                 ROMNEY HEALTH CARE CENTER, LTD., LIMITED PARTNERSHIP
                   BY: GLENMARK ASSOCIATES, INC., ITS GENERAL PARTNER

                 SEMINOLE MERIDIAN LIMITED PARTNERSHIP
                   By: Meridian Health, Inc., its general partner

                 SISTERVILLE HAVEN LIMITED PARTNERSHIP
                   BY: GLENMARK ASSOCIATES, INC., ITS GENERAL PARTNER

                 STAFFORD ASSOCIATES OF N.J., L.P.
                   BY: SOUTHERN OCEAN GP, LLC, ITS GENERAL PARTNER

                 STATE STREET ASSOCIATES, L.P.

                   BY: STATE STREET ASSOCIATES, INC., ITS GENERAL PARTNER

                 TEAYS VALLEY HAVEN LIMITED PARTNERSHIP
                   BY: GLENMARK ASSOCIATES, INC., ITS GENERAL PARTNER

                 THE APPLE VALLEY LIMITED PARTNERSHIP
                   BY: THE APPLE VALLEY PARTNERSHIP HOLDING COMPANY,
                       INC. AND APPLE VALLEY OPERATING CORP., ITS GENERAL
                       PARTNERS

                 THE STRAUS GROUP-HOPKINS HOUSE, L.P.
                   BY: ENCARE OF WYNCOTE, INC., ITS GENERAL PARTNER

                 THE STRAUS GROUP-QUAKERTOWN MANOR, L.P.
                   BY: ENCARE OF QUAKERTOWN, INC., ITS GENERAL PARTNER

                 THERAPY CARE SYSTEMS, L.P.

                   BY: GENESIS ELDERCARE REHABILITATION SERVICES, INC., ITS
                       GENERAL PARTNER

                                      139

<PAGE>

                 VOLUSIA MERIDIAN LIMITED PARTNERSHIP

                   BY: MERIDIAN HEALTH, INC., ITS GENERAL PARTNER

                 WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P.

                   BY: HEALTH RESOURCES OF WALLINGFORD, INC., ITS GENERAL
                        PARTNER

                 WARWICK ASSOCIATES OF RHODE ISLAND, L.P.
                   BY: HEALTH RESOURCES OF WARWICK, INC., ITS GENERAL PARTNER

                 WESTFORD NURSING AND RETIREMENT CENTER, LIMITED PARTNERSHIP
                   BY: WESTFORD NURSING AND RETIREMENT CENTER, INC.,
                   ITS

                               GENERAL PARTNER

                   BY:           /s/ JAMES V. McKEON
                       -------------------------------------------
                       NAME: JAMES V. McKEON
                       TITLE: CHIEF FINANCIAL OFFICER OF THE RESPECTIVE GENERAL
                              PARTNERS OF EACH OF THE FOREGOING ENTITIES

                                      140

<PAGE>

                 HOLLY MANOR ASSOCIATES OF NEW JERSEY, L.P.
                   BY: ENCARE OF MENDHAM, L.L.C., ITS GENERAL PARTNER

                 MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P.
                   BY: BREYUT CONVALESCENT CENTER, L.L.C., ITS GENERAL PARTNER

                 POMPTON ASSOCIATES, L.P.
                   BY: POMPTON CARE, L.L.C., ITS GENERAL PARTNER

                 THE STRAUS GROUP-OLD BRIDGE, L.P.
                   BY: HEALTH RESOURCES OF EMERY, L.L.C., ITS GENERAL PARTNER

                 THE STRAUS GROUP-RIDGEWOOD, L.P.
                   BY: HEALTH RESOURCES OF RIDGEWOOD, L.L.C., ITS GENERAL
                       PARTNER

                       BY: CENTURY CARE MANAGEMENT, INC., THE MANAGER OF THE
                           RESPECTIVE GENERAL PARTNERS OF EACH OF THE FOREGOING
                           ENTITIES

                       BY:      /s/ JAMES V. McKEON
                           ------------------------------
                           NAME: JAMES V. McKEON
                           TITLE: CHIEF FINANCIAL OFFICER OF THE MANAGER OF
                                  EACH OF THE FOREGOING ENTITIES

                                      141

<PAGE>

                   SOMERSET RIDGE LIMITED PARTNERSHIP

                       BY: SOMERSET RIDGE LLC, ITS
                           GENERAL PARTNER

                       BY: SOMERSET RIDGE GENERAL PARTNERSHIP, ITS MANAGER
                       BY: SOLOMONT FAMILY FALL RIVER VENTURE, INC., ITS
                           GENERAL PARTNER

                       BY:    /s/ JAMES V. McKEON
                           -------------------------------------
                           NAME: JAMES V. McKEON
                           TITLE: CHIEF FINANCIAL OFFICER OF THE FOREGOING
                                  ENTITY

                                      142

<PAGE>

                 ARCADIA ASSOCIATES

                   BY: ADS/MULTICARE, INC., ITS MANAGING PARTNER

                   BY:     /s/ JAMES V. McKEON
                       -------------------------------
                       NAME: JAMES V. McKEON
                       TITLE: CHIEF FINANCIAL OFFICER OF THE FOREGOING ENTITY

                 MCKERLEY HEALTH FACILITIES

                   BY: MERIDIAN HEALTHCARE, INC. AND MERIDIAN HEALTH, INC.,
                       ITS PARTNERS

                   BY:      /s/ JAMES V. McKEON
                       --------------------------------------
                       NAME: JAMES V. McKEON
                       TITLE: CHIEF FINANCIAL OFFICER OF THE FOREGOING ENTITIES

                 SARAH BRAYTON GENERAL PARTNERSHIP
                   BY: ADS MULTICARE INC. AND THE SARAH BRAYTON PARTNERSHIP
                       HOLDING COMPANY, INC., ITS GENERAL PARTNERS

                   BY:       /s/ JAMES V. McKEON
                       -------------------------------------
                       NAME: JAMES V. McKEON
                       TITLE: CHIEF FINANCIAL OFFICER OF THE GENERAL
                              PARTNERS OF THE FOREGOING ENTITY
                 SOMERSET RIDGE GENERAL PARTNERSHIP
                   BY: SOLOMONT FAMILY FALL RIVER VENTURE, INC. AND THE SOMERSET
                   PARTNERSHIP HOLDING COMPANY, INC., ITS GENERAL PARTNERS

                   BY:       /s/ JAMES V. McKEON
                       ----------------------------------------
                       NAME: JAMES V. McKEON
                       TITLE: CHIEF FINANCIAL OFFICER OF THE FOREGOING ENTITIES

                                      143

<PAGE>

                   BREYUT CONVALESCENT CENTER, L.L.C.

                   ENCARE OF MENDHAM, L.L.C.

                   HEALTH RESOURCES OF BRIDGETON, L.L.C.

                   HEALTH RESOURCES OF CINNAMINSON, L.L.C.

                   HEALTH RESOURCES OF CRANBURY, L.L.C.

                   HEALTH RESOURCES OF EATONTOWN, L.L.C.

                   HEALTH RESOURCES OF EMERY, L.L.C.

                   HEALTH RESOURCES OF ENGLEWOOD, L.L.C.

                   HEALTH RESOURCES OF EWING, L.L.C.

                   HEALTH RESOURCES OF FAIR LAWN, L.L.C.

                   HEALTH RESOURCES OF JACKSON, L.L.C.

                   HEALTH RESOURCES OF RIDGEWOOD, L.L.C.

                   HEALTH RESOURCES OF SOUTH BRUNSWICK, L.L.C.

                   HEALTH RESOURCES OF WEST ORANGE, L.L.C.

                   POMPTON CARE, L.L.C.

                   ROEPHEL CONVALESCENT CENTER, L.L.C.

                   BY: CENTURY CARE MANAGEMENT, INC., THE MANAGER OF EACH OF
                       THE FOREGOING ENTITIES

                   BY:       /s/ JAMES V. McKEON
                       --------------------------------------
                       NAME: JAMES V. McKEON
                       TITLE: CHIEF FINANCIAL OFFICER OF THE MANAGER OF
                              EACH OF THE FOREGOING ENTITIES

                   GENESIS-GEORGETOWN SNF/JV, LLC

                                      144

<PAGE>

                   GLENMARK LIMITED LIABILITY COMPANY I

                   MILFORD ALF, LLC

                   RESPIRATORY HEALTH SERVICES LLC

                   RIVERVIEW RIDGE LIMITED LIABILITY COMPANY

                   SOUTHERN OCEAN GP, LLC

                   BY:         /s/ JAMES V. McKEON
                       --------------------------------------
                       NAME: JAMES V. McKEON
                       TITLE: CHIEF FINANCIAL OFFICER OF EACH OF THE FOREGOING
                              ENTITIES

                   SOMERSET RIDGE LLC

                   BY: SOMERSET RIDGE GENERAL PARTNERSHIP, ITS MANAGER
                        BY: SOLOMONT FAMILY FALL RIVER VENTURE, INC., ITS
                            GENERAL PARTNER

                        BY: THE SOMERSET PARTNERSHIP HOLDING COMPANY, INC.,
                            ITS GENERAL PARTNER

                        BY:     /s/ JAMES V. McKEON
                            --------------------------------------
                            NAME: JAMES V. McKEON
                            TITLE: CHIEF FINANCIAL OFFICER OF THE FOREGOING
                                   ENTITY

                                      145

<PAGE>

                   WACHOVIA BANK, NATIONAL ASSOCIATION, as
                   Administrative Agent and Lender

                   By:   /s/ Chris McCoy
                       --------------------------------------
                   Name: Chris McCoy
                   Its Duly Authorized Signature

                                      146

<PAGE>

                   CITICORP NORTH AMERICA, INC., as Co-Syndication Agent and as
                   Lender

                   By:     /s/ Allen Fisher
                       --------------------------------------
                   Name: Allen Fisher
                   Its Duly Authorized Signature

                                      147

<PAGE>

                   GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Lead Arranger,
                   Documentation Agent and as Lender

                   By:     /s/ Jeffrey P. Hoffman
                       --------------------------------------
                   Name: Jeffrey P. Hoffman
                   Its Duly Authorized Signature

                                      148

<PAGE>

                   Merrill Lynch Capital, a division of Merrill Lynch Business
                   Financial Services Inc., as Co-Syndication Agent and as
                   Lender

                   By:     [illegible]
                       --------------------------------------
                   Name:
                   Its Duly Authorized Signature

                                      149

<PAGE>

                   JEFFERIES GROUP, INC., as Lender

                   By:     /s/ Ronald B. Johnson
                       --------------------------------------
                   Name: Ronald B. Johnson
                   Its Duly Authorized Signature

                                      150

<PAGE>

                                     ANNEX A

                             [Intentionally Omitted]