<PAGE>

                                                               Exhibit 10.9

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                                 $1,129,000,000
                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                         COMMUNITY HEALTH SYSTEMS, INC.,

                    COMMUNITY HEALTH SYSTEMS HOLDINGS CORP.,

                                CERTAIN LENDERS,

                            THE CHASE MANHATTAN BANK,
                          as Administrative Agent, and

                                NATIONSBANK, N.A.

                                       and

                            THE BANK OF NOVA SCOTIA,

                                  as Co-Agents

                           Dated as of March 26, 1999

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

                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

SECTION 1.  DEFINITIONS....................................................1
     1.1  Defined Terms....................................................1
     1.2  Other Definitional Provisions...................................31

SECTION 2.  AMOUNT AND TERMS OF TRANCHE A TERM LOAN COMMITMENTS...........32
     2.1  Tranche A Term Loans............................................32
     2.2  Repayment of Tranche A Term Loans...............................32
     2.3  Proceeds of Tranche A Term Loans................................33

SECTION 3.  AMOUNT AND TERMS OF TRANCHE B TERM LOAN COMMITMENTS...........33
     3.1  Tranche B Term Loans............................................33
     3.2  Repayment of Tranche B Term Loans...............................33
     3.3  Proceeds of Tranche B Term Loans................................34

SECTION 4.  AMOUNT AND TERMS OF TRANCHE C TERM LOAN COMMITMENTS...........34
     4.1  Tranche C Term Loans............................................34
     4.2  Repayment of Tranche C Term Loans...............................34
     4.3  Proceeds of Tranche C Term Loans................................35

SECTION 5.  AMOUNT AND TERMS OF TRANCHE D TERM LOAN COMMITMENTS AND
            ADDITIONAL TRANCHE D TERM LOAN COMMITMENTS....................35
     5.1(a)  Tranche D Term Loans.........................................35
        (b)  Additional Tranche D Term Loans..............................35
     5.2  Repayment of Tranche D Term Loans...............................36
     5.3  Proceeds of Tranche D Term Loans................................36
     5.4  Proceeds of Additional Tranche D Term Loans.....................36

SECTION 6.  AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS..............37
     6.1  Revolving Credit Commitments....................................37
     6.2  Proceeds of Revolving Credit Loans..............................37
     6.3  Issuance of Letters of Credit...................................37
     6.4  Participating Interests.........................................39
     6.5  Procedure for Opening Letters of Credit.........................39
     6.6  Payments in Respect of Letters of Credit........................39
     6.7  Swing Line Commitment...........................................40
     6.8  Participations..................................................41

SECTION 7.  AMOUNT AND TERMS OF ACQUISITION LOAN COMMITMENTS..............41
     7.1  Acquisition Loan Commitments....................................41
     7.2  Mandatory Reduction of Acquisition Loan Commitments.............41
     7.3  Proceeds of Acquisition Loans...................................42

SECTION 8.  GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT..42
     8.1  Procedure for Borrowing by the Company..........................42
     8.2  Repayment of Loans; Evidence of Debt............................43
     8.3  Conversion Options..............................................44
     8.4  Changes of Commitment Amounts...................................45
     8.5  Optional Prepayments............................................45
     8.6  Mandatory Prepayments...........................................46
     8.7  Interest Rates and Payment Dates................................50
     8.8  Computation of Interest and Fees................................50
     8.9  Commitment Fees.................................................51
     8.10  Certain Fees...................................................51
     8.11  Letter of Credit Fees..........................................51
     8.12  Letter of Credit Reserves......................................52
     8.13  Further Assurances.............................................53
     8.14  Obligations Absolute...........................................53
     8.15  Assignments....................................................54
     8.16  Participations.................................................54
     8.17  Inability to Determine Interest Rate for Eurodollar Loans......54
     8.18  Pro Rata Treatment and Payments................................55
     8.19  Illegality.....................................................58
     8.20  Requirements of Law............................................58
     8.21  Indemnity......................................................60

SECTION 9.  [INTENTIONALLY OMITTED].......................................60

SECTION 10.  REPRESENTATIONS AND WARRANTIES...............................60
     10.1  Financial Condition............................................60
     10.2  Corporate Existence; Compliance with Law.......................61
     10.3  Corporate Power; Authorization.................................61
     10.4  Enforceable Obligations........................................62
     10.5  No Legal Bar...................................................62
     10.6  No Material Litigation.........................................62
     10.7  Investment Company Act.........................................62
     10.8  Federal Regulation.............................................62
     10.9  No Default.....................................................63
     10.10  No Burdensome Restrictions....................................63
     10.11  Taxes.........................................................63
     10.12  Subsidiaries..................................................63
     10.13  Ownership of Property; Liens..................................63
     10.14  ERISA.........................................................64
     10.15  Environmental Matters.........................................64
     10.16  Year 2000 Matters.............................................64

SECTION 11.  CONDITIONS PRECEDENT.........................................65
     11.1  Conditions to Additional Tranche D Term Loans..................65
     11.2  Conditions to Acquisition Loans................................66
     11.3  Conditions to All Loans and Letters of Credit..................67
     11.4  Conditions to Effectiveness of Certain Provisions..............68

SECTION 12.  AFFIRMATIVE COVENANTS........................................68
     12.1  Financial Statements...........................................68
     12.2  Certificates; Other Information................................69
     12.3  Payment of Obligations.........................................71
     12.4  Conduct of Business and Maintenance of Existence...............71
     12.5  Maintenance of Property; Insurance.............................71
     12.6  Inspection of Property; Books and Records; Discussions.........72
     12.7  Notices........................................................72
     12.8  Additional Subsidiary Guarantors; Pledge of Stock of
             Additional Subsidiaries......................................73
     12.9  Operation of the Hospitals.....................................74

SECTION 13.  NEGATIVE COVENANTS...........................................74
     13.1  Financial Condition Covenants..................................74
     13.2  Indebtedness...................................................75
     13.3  Limitation on Liens............................................76
     13.4  Limitation on Contingent Obligations...........................78
     13.5  Prohibition of Fundamental Changes.............................78
     13.6  Prohibition on Sale of Assets..................................79
     13.7  Limitation on Investments, Loans and Advances..................80
     13.8  Capital Expenditures...........................................82
     13.9  Limitation on Dividends........................................82
     13.10  Transactions with Affiliates..................................83
     13.11  Derivative Contracts..........................................83
     13.12  Subordinated Note; Subordinated HoldCo Debentures.............83
     13.13  Limitation on Sales and Leasebacks............................84
     13.14  Fiscal Year...................................................84
     13.15  Practice Guarantees...........................................84

SECTION 14.  EVENTS OF DEFAULT............................................84

SECTION 15.  THE CO-AGENTS, THE ADMINISTRATIVE AGENT;
             THE ISSUING LENDER...........................................88
     15.1  Appointment....................................................88
     15.2  Delegation of Duties...........................................88
     15.3  Exculpatory Provisions.........................................89
     15.4  Reliance by Co-Agents or the Administrative Agent..............89
     15.5  Notice of Default..............................................89
     15.6  Non-Reliance on Co-Agents, Administrative Agent and
             Other Lenders................................................90
     15.7  Indemnification................................................90
     15.8  Co-Agent or Administrative Agent in its Individual Capacity....91
     15.9  Successor Co-Agent or Administrative Agent.....................91
     15.10  Issuing Lender as Issuer of Letters of Credit.................91

SECTION 16.  MISCELLANEOUS................................................91
     16.1  Amendments and Waivers.........................................91
     16.2  Notices........................................................93
     16.3  No Waiver; Cumulative Remedies.................................94
     16.4  Survival of Representations and Warranties.....................94
     16.5  Payment of Expenses and Taxes..................................94
     16.6  Successors and Assigns; Participations; Purchasing Lenders.....96
     16.7  Adjustments; Set-off..........................................100
     16.8  Counterparts..................................................101
     16.9  Integration...................................................101
     16.10  GOVERNING LAW; NO THIRD PARTY RIGHTS.........................101
     16.11  SUBMISSION TO JURISDICTION; WAIVERS..........................101
     16.12  Acknowledgments..............................................102
     16.13  Restatement..................................................102
<PAGE>

SCHEDULES:

Schedule 1             Commitment Amounts
Schedule 1.1(A)        Existing Letters of Credit
Schedule 1.1(B)        Existing Hospitals
Schedule 1.1(C)        NonSignificant Subsidiaries
Schedule 7.2(a)        Step-Downs of Extended Acquisition Loan Commitments
Schedule 7.2(b)        Step-Downs of Non-Extended Acquisition Loan Commitments
Schedule 10.6          Litigation
Schedule 10.12(a)      Domestic Subsidiaries
Schedule 10.12(b)      Foreign Subsidiaries
Schedule 13.2          Existing Indebtedness
Schedule 13.3          Existing Liens
Schedule 13.4          Contingent Obligations
Schedule 13.6          Permitted Asset Sales
Schedule 13.7          Investments, Loans and Advances
Schedule 13.10         Transactions with Affiliates

EXHIBITS:

Exhibit A-1       Form of Tranche A Term Note
Exhibit A-2       Form of Tranche B Term Note
Exhibit A-3       Form of Tranche C Term Note
Exhibit A-4       Form of Tranche D Term Note
Exhibit A-5       Form of Revolving Credit Note
Exhibit A-6       Form of Swing Line Note
Exhibit A-7       Form of Acquisition Loan Note
Exhibit B-1       Form of Company Pledge Agreement
Exhibit B-2       Form of HoldCo Guarantee
Exhibit B-3       Form of HoldCo Pledge Agreement
Exhibit B-4       Form of Subsidiary Guarantee
Exhibit B-5       Form of Subsidiary Pledge Agreement
Exhibit C-1       Form of Opinion of Fried, Frank, Harris, Shriver & Jacobson
Exhibit C-2       Form of Opinion of the General Counsel of the Company
Exhibit D-1       Form of HoldCo Closing Certificate
Exhibit D-2       Form of Company Closing Certificate
Exhibit D-3       Form of Subsidiary Guarantor Closing Certificate
Exhibit E         Form of L/C Participation Certificate
Exhibit F         Form of Swing Line Loan Participation Certificate
Exhibit G         Form of Assignment and Acceptance
Exhibit H         Form of Exemption Certificate
Exhibit I         Form of Qualified Non-U.S. Lender Note
Exhibit J-1       Form of  Company Acknowledgment
Exhibit J-2       Form of HoldCo Acknowledgment
Exhibit J-3       Form of Subsidiary Guarantors Acknowledgment
<PAGE>

      AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 26, 1999, among
COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the "Company" or "CHS"),
COMMUNITY HEALTH SYSTEMS HOLDINGS CORP., a Delaware corporation ("HoldCo"), the
several lenders from time to time parties hereto (the "Lenders"), THE CHASE
MANHATTAN BANK, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), and the Co-Agents (as hereinafter defined).

                              W I T N E S S E T H :

      WHEREAS, the Company has requested, and the Additional Tranche D Term Loan
Lenders (as defined below, including, without limitation, each Additional
Tranche D Term Loan Lender which shall first become a party to this Agreement
upon its execution hereof) have agreed to provide, an additional Tranche D Term
Loan (an "Additional Tranche D Term Loan") so that the Company may make
additional acquisitions consistent with its acquisition program and finance
other general corporate purposes of the Company and its Subsidiaries; and

      WHEREAS, to provide for (a) the Additional Tranche D Term Loans and (b)
certain other amendments to the Existing Credit Agreement (as defined below)
provided herein, the Company has requested, and the Required Lenders have
agreed, that the Credit Agreement, dated as of July 22, 1996 (the "Existing
Credit Agreement"), among the Company, HoldCo, the Lenders, the Administrative
Agent and the Co-Agents be amended and restated as follows:

      NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Company, the Lenders, the Administrative Agent and the
Co-Agents hereby agree that the Existing Credit Agreement shall be and hereby is
amended and restated in its entirety to read as follows:

          SECTION 1. DEFINITIONS.

      1.1 Defined Terms. As used in this Agreement, the terms defined in the
preamble or recitals hereto shall have the meanings set forth therein, and the
following terms shall have the following meanings:

            "ABR": for any day, a rate per annum (rounded upwards, if necessary,
      to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in
      effect on such day, (b) the Base CD Rate in effect on such day plus 1% and
      (c) the Federal Funds Effective Rate in effect on such day plus 2 of 1%.
      For purposes hereof: "Prime Rate" shall mean the rate of interest per
      annum publicly announced from time to time by Chase as its prime rate in
      effect at its principal office in New York City (the Prime Rate not being
      intended to be the lowest rate of interest charged by Chase in connection
      with extensions of credit to debtors); "Base CD Rate" shall mean the sum
      of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a
      fraction, the numerator of which is one and the denominator of which is
      one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate;
      "Three-Month Secondary CD Rate" shall mean, for any day, the secondary
      market rate for three-month certificates of deposit reported as being in
      effect on such day (or, if such day shall not be a Business Day, the next
      preceding Business Day) by the Board through the public information
      telephone line of the Federal Reserve Bank of New York (which rate will,
      under the current practices of the Board, be published in Federal Reserve
      Statistical Release H.15(519) during the week following such day), or, if
      such rate shall not be so reported on such day or such next preceding
      Business Day, the average of the secondary market quotations for
      three-month certificates of deposit of major
<PAGE>

      money center banks in New York City received at approximately 10:00 A.M.,
      New York City time, on such day (or, if such day shall not be a Business
      Day, on the next preceding Business Day) by the Administrative Agent from
      three New York City negotiable certificate of deposit dealers of
      recognized standing selected by it; and "Federal Funds Effective Rate"
      shall mean, for any day, the weighted average of the rates on overnight
      federal funds transactions with members of the Federal Reserve System
      arranged by federal funds brokers, as published on the next succeeding
      Business Day by the Federal Reserve Bank of New York, or, if such rate is
      not so published for any day which is a Business Day, the average of the
      quotations for the day of such transactions received by the Administrative
      Agent from three federal funds brokers of recognized standing selected by
      it. If for any reason the Administrative Agent shall have determined
      (which determination shall be conclusive absent manifest error) that it is
      unable to ascertain the Base CD Rate or the Federal Funds Effective Rate,
      or both, for any reason, including the inability or failure of the
      Administrative Agent to obtain sufficient quotations in accordance with
      the terms hereof, the ABR shall be determined without regard to clause (b)
      or (c), or both, of the first sentence of this definition, as appropriate,
      until the circumstances giving rise to such inability no longer exist. Any
      change in the ABR due to a change in the Prime Rate, the Base CD Rate or
      the Federal Funds Effective Rate shall be effective as of the opening of
      business on the effective day of such change in the Prime Rate, the Base
      CD Rate or the Federal Funds Effective Rate, respectively.

            "ABR Loans": Loans whose interest rate is based on the ABR.

            "Acquisition Co." FLCH Acquisition Corp., a Delaware corporation.

            "Acquisition Loan" and "Acquisition Loans": as defined in subsection
      7.1.

            "Acquisition Loan Commitment": as to any Lender, its Extended
      Acquisition Loan Commitment or Non-Extended Acquisition Loan Commitment,
      as the case may be.

            "Acquisition Loan Commitment Percentage": as to any Lender at any
      time, the percentage which such Lender's Extended Acquisition Loan
      Commitment or Non-Extended Acquisition Loan Commitment, as the case may
      be, constitutes of all of such Extended Acquisition Loan Commitments or
      Non-Extended Acquisition Loan Commitments (or, if such Extended
      Acquisition Loan Commitments or Non-Extended Acquisition Commitment shall
      have been terminated, the percentage of the outstanding Acquisition Loans
      constituted by such Lender's Acquisition Loans).

            "Acquisition Loan Commitment Period": the period from and including
      the Original Closing Date to but not including the Acquisition Loan
      Termination Date.

          "Acquisition Loan Note": as defined in subsection 8.2(e).
<PAGE>

            "Acquisition Loan Termination Date": the earlier of (i) December 31,
      2002 and (ii) any other date on which the Acquisition Loan Commitments
      shall terminate hereunder.

            "Additional Tranche D Term Loan" and "Additional Tranche D Term
      Loans": as defined in the recitals hereto.

            "Additional Tranche D Term Loan Commitment": as to any Lender, its
      obligation to make an Additional Tranche D Term Loan to the Company on the
      Closing Date pursuant to subsection 5.1(b), in an aggregate amount not to
      exceed the amount set forth opposite such Lender's name in Schedule I
      under the heading "Additional Tranche D Term Loan Commitment" and in an
      aggregate amount not to exceed the amount equal to such Lender's
      Additional Tranche D Term Loan Commitment Percentage of the aggregate
      Additional Tranche D Term Loan Commitments; collectively, as to all the
      Lenders, the "Additional Tranche D Term Loan Commitments".

            "Additional Tranche D Term Loan Commitment Percentage": as to any
      Lender, the percentage which such Lender's Additional Tranche D Term Loan
      (or, prior to the Closing Date, Additional Tranche D Term Loan Commitment)
      constitutes of the aggregate then outstanding principal amount of
      Additional Tranche D Term Loans (or Additional Tranche D Term Loan
      Commitments).

            "Additional Tranche D Term Loan Lender": any Lender having an
      Additional Tranche D Term Loan Commitment.

            "Administrative Agent": as defined in the preamble hereto.

            "Affiliate": of any Person (a) any Person (other than a Subsidiary)
      which, directly or indirectly, is in control of, is controlled by, or is
      under common control with such Person, or (b) any Person who is a director
      or officer (i) of such Person, (ii) of any Subsidiary of such Person or
      (iii) of any Person described in clause (a) above. For purposes of this
      definition, "control" of a Person shall mean the power, direct or
      indirect, either to (i) vote 10% or more of the securities having ordinary
      voting power for the election of directors of such Person, or (ii) direct
      or cause the direction of the management and policies of such Person
      whether by contract or otherwise.

            "Agreement": this Credit Agreement, as amended, supplemented or
      otherwise modified from time to time.

            "Aggregate Revolving Credit Extensions of Credit": at any particular
      time, the sum of (a) the aggregate then outstanding principal amount of
      the Revolving Credit Loans, (b) the aggregate amount then available to be
      drawn under all outstanding Letters of Credit and (c) the aggregate amount
      of Revolving L/C Obligations.

            "Annualized Consolidated EBITDA": for any period, the sum of:

                  (a) Consolidated EBITDA for the period (the "Measurement

<PAGE>

            Period") of four full fiscal quarters ended on the last day of such
            period (other than Consolidated EBITDA attributable to businesses
            acquired during the Measurement Period);

      plus

                  (b) the product for each separate business acquired during the
            Measurement Period of (x) the sum for each full fiscal quarter
            during the Measurement Period after such business was acquired of
            Consolidated EBITDA attributable to such business for such full
            fiscal quarter divided by the Seasonal Adjustment Factor for such
            fiscal quarter during the Measurement Period after such business was
            acquired times (y) a fraction of which the numerator is 4 and the
            denominator is the number of full fiscal quarters in the Measurement
            Period after such business was acquired.

            "APB 16": Accounting Principles Board Opinion No. 16.

            "Applicable Level": as of any day, Level 1, Level 2, Level 3, Level
      4 or Level 5 below, whichever is applicable on such day, with each new
      Level to take effect on the day following the delivery to the
      Administrative Agent by the Company of the financial statements referred
      to in subsections 12.1(a) and (b) and the related certificate of the chief
      financial officer of the Company referred to in subsection 12.2(b),
      indicating the ratio of Total Senior Indebtedness as of the end of the
      period covered by such financial statements to Annualized Consolidated
      EBITDA for the period covered by such financial statements:

                                        Ratio of Total Senior Indebtedness to
                                        Annualized Consolidated EBITDA

      Level 1                           Greater than or equal to 3.25 to 1.0

      Level 2                           Greater than or equal to 3.00 to 1.0
                                        but less than 3.25 to 1.0

      Level 3                           Greater than or equal to 2.50 to 1.0
                                        but less than 3.00 to 1.0

      Level 4                           Greater than or equal to 2.00 to 1.0 but
                                        less than 2.50 to 1.0

      Level 5                           Less than 2.00 to 1.0

      provided, however, that, in the event that the financial statements
      required to be delivered pursuant to subsection 12.1(a) or 12.1(b) and the
      related certificate of the chief financial officer of the Company
<PAGE>

      referred to in subsection 12.2(b) are not delivered when due, then during
      the period from the date upon which such financial statements and
      certificate were required to be delivered until the date upon which they
      actually are delivered, the Applicable Level shall be Level 1.

            "Applicable Margin": (a) for each Revolving Credit Loan, Tranche A
      Term Loan, Acquisition Loan and Swing Line Loan (with respect to ABR only)
      for each day, the rate per annum for the relevant Type of such Loan set
      forth below opposite the Applicable Level in effect on such day:

                      ABR Loan                   Eurodollar Loan
                      --------                   ---------------

             Level 1             1.50%                2.50%
             Level 2             1.25%                2.25%
             Level 3             1.00%                2.00%
             Level 4              .75%                1.75%
             Level 5              .50%                1.50%

            (b) for each Tranche B Term Loan for each day, the rate per annum
      for the relevant Type of such Tranche B Term Loan set forth below:

                      ABR Loan                   Eurodollar Loan
                      --------                   ---------------

                       2.00%                          3.00%

            (c) for each Tranche C Term Loan for each day, the rate per annum
      for the relevant Type of such Tranche C Term Loan set forth below:

                      ABR Loan                   Eurodollar Loan
                      --------                   ---------------

                       2.50%                          3.50%

            (d) for each Tranche D Term Loan for each day, the rate per annum
      for the relevant Type of such Tranche D Term Loan set forth below:

                      ABR Loan                   Eurodollar Loan
                      --------                   ---------------

                       2.75%                          3.75%

            "Arranger": Chase Securities Inc.

            "Asset Exchange": as defined in subsection 13.6.

            "Asset Sale": any sale, sale-leaseback, assignment, conveyance,
      transfer or other disposition by the Company or any Subsidiary thereof of
      any of its property or assets, including the stock of any Subsidiary of
      the Company (except sales, sale-leasebacks, assignments, conveyances,
      transfers and other dispositions permitted by clauses
<PAGE>

      (a), (b), (c), (d), and (h) of subsection 13.6 and by subsection 13.13
      only to the extent of the first $30,000,000 thereunder).

            "Assignee": as defined in subsection 16.6(c).

            "Assignment and Acceptance": an Assignment and Acceptance
      substantially in the form of Exhibit G hereto.

            "Available Acquisition Loan Commitment": as to any Lender, at a
      particular time, an amount equal to the excess, if any, of (a) the amount
      of such Lender's Acquisition Loan Commitment at such time less (b) the
      aggregate unpaid principal amount at such time of all Acquisition Loans
      made by such Lender pursuant to subsection 7.1; collectively, as to all
      the Lenders, the "Available Acquisition Loan Commitments".

            "Available Revolving Credit Commitment": as to any Lender, at a
      particular time, an amount equal to the excess, if any, of (a) the amount
      of such Lender's Revolving Credit Commitment at such time less (b) the sum
      of (i) the aggregate unpaid principal amount at such time of all Revolving
      Credit Loans made by such Lender pursuant to subsection 6.1, (ii) such
      Lender's L/C Participating Interest in the aggregate amount available to
      be drawn at such time under all outstanding Letters of Credit, (iii) such
      Lender's Revolving Credit Commitment Percentage of the aggregate
      outstanding amount of Revolving L/C Obligations and (iv) such Lender's
      Revolving Credit Commitment Percentage of the aggregate unpaid principal
      amount at such time of all Swing Line Loans, provided that for purposes of
      calculating Available Revolving Credit Commitments pursuant to subsection
      8.9 the amount referred to in this clause (iv) shall be zero;
      collectively, as to all the Lenders, the "Available Revolving Credit
      Commitments".

            "Benefitted Lender": as defined in subsection 16.7 hereof.

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

            "Bond Documents": the Series A and Series B Bond Documents and the
      Fulton Bond Documents.

            "Bond Pledge Agreements": (a) the Bond Pledge Agreement dated
      October 29, 1991, from the Company to First Union, as amended by a First
      Amendment to Bond Pledge Agreement dated as of August 24, 1994, as amended
      by a Second Amendment to Bond Pledge Agreement dated May 12, 1995, as
      amended by a Third Amendment to Bond Pledge Agreement dated July 9, 1996,
      and as further amended by a Fourth Amendment to Bond Pledge Agreement
      dated of even date herewith, with respect to the Series A Bonds, (b) the
      Bond Pledge Agreement dated October 29, 1991 from the Company to First
      Union, as amended by a First Amendment to Bond Pledge Agreement dated as
      of August 24, 1994, as amended by a Second Amendment to Bond Pledge
      Agreement dated May 12, 1995, as amended by a Third Amendment to Bond
      Pledge Agreement dated July 9, 1996, and as further amended by a Fourth
      Amendment to Bond Pledge Agreement dated of even date herewith, with
      respect to the Series B
<PAGE>

      Bonds and (c) the Bond Pledge Agreement dated August 14, 1992, among
      Hospital of Fulton, Inc., a Kentucky corporation, the Company and First
      Union, as amended by a First Amendment to Bond Pledge Agreement dated as
      of August 24, 1994, as amended by a Second Amendment to Bond Pledge
      Agreement dated May 12, 1995, as amended by a Third Amendment to Bond
      Pledge Agreement dated July 9, 1996, and as further amended by a Fourth
      Amendment to Bond Pledge Agreement dated of even date herewith, with
      respect to the Fulton Bonds.

            "Bonds": the Series A Bonds, the Series B Bonds, the Fulton Bonds or
      all of them as the context indicates.

            "Borrowing Date": any Business Day, or, in the case of Eurodollar
      Loans, any Working Day, specified in a notice pursuant to (a) subsection
      6.7 or 8.1 as a date on which the Company requests Chase to make Swing
      Line Loans or the Lenders to make Revolving Credit Loans or Acquisition
      Loans hereunder or (b) subsection 6.5 as a date on which the Company
      requests the Issuing Lender to issue a Letter of Credit hereunder.

            "Business Day": a day other than a Saturday, Sunday or other day on
      which commercial banks in New York City are authorized or required by law
      to close.

            "Capital Expenditures": for any period, all amounts (other than
      those arising from the acquisition or lease of businesses and assets which
      are permitted by subsection 13.7) which are set forth on the Company and
      its Subsidiaries' consolidated statement of cash flows for such period as
      the "purchase of property and equipment," in accordance with GAAP,
      consistent with the Company's financial statements for the year ended
      December 31, 1998; provided, however, that "Capital Expenditures", as it
      is used in subsections 13.1(b), 13.1(c) and 13.8, shall not include any
      such amounts representing Y2K Costs (as defined in subsection 10.16) of up
      to $20,000,000 in the aggregate for the Company and its Subsidiaries in
      the 1998, 1999 and 2000 fiscal years of the Company. For purposes of
      paragraphs (b) and (c) of subsection 13.1, Capital Expenditures
      attributable to any businesses and assets acquired as permitted by
      subsection 13.7 shall be disregarded through the end of the fiscal quarter
      in which such acquisition occurred, and thereafter shall, for any four
      quarter period ending prior to the end of the first quarter on which the
      Company shall have owned such business or assets for four full fiscal
      quarters, equal the Company's good faith estimate of the Capital
      Expenditures attributable to the business or assets so acquired for each
      of such first four full fiscal quarters after the Company's acquisition of
      such business or assets, which estimate shall be delivered at the time of
      such acquisition.

            "Cash Equivalents": (i) securities issued or directly and fully
      guaranteed or insured by the United States Government or any agency or
      instrumentality thereof having maturities of not more than six months from
      the date of acquisition, (ii) certificates of deposit and eurodollar time
      deposits with maturities of six months or less from the date of
      acquisition, bankers' acceptances with maturities not exceeding six months
      and overnight bank deposits, in each case, with
<PAGE>

      any Lender or with any domestic commercial bank having capital and surplus
      in excess of $300,000,000, (iii) repurchase obligations with a term of not
      more than seven days for underlying securities of the types described in
      clauses (i) and (ii) entered into with any financial institution meeting
      the qualifications specified in clause (ii) above, and (iv) commercial
      paper issued by any Lender, the parent corporation of any Lender or any
      Subsidiary of such Lender's parent corporation, and commercial paper rated
      A-1 or the equivalent thereof by Standard & Poor's Rating Group or P-1 or
      the equivalent thereof by Moody's Investors Service, Inc. and in each case
      maturing within six months after the date of acquisition thereof.

            "C/D Assessment Rate": for any day as applied to any ABR Loan, the
      net annual assessment rate (rounded upward to the nearest 1/100th of 1%)
      determined by the Administrative Agent to be payable on such day to the
      Federal Deposit Insurance Corporation or any successor ("FDIC") for FDIC's
      insuring time deposits made in Dollars at the offices of Chase in the
      United States.

            "C/D Reserve Percentage": for any day as applied to any ABR Loan,
      that percentage (expressed as a decimal) which is in effect on such day,
      as prescribed by the Board, for determining the maximum reserve
      requirement for a Depositary Institution (as defined in Regulation D of
      the Board) in respect of new non-personal time deposits in Dollars having
      a maturity of 30 days or more.

            "Change in Law": with respect to any Lender, the adoption of any
      law, rule, regulation, policy, guideline or directive (whether or not
      having the force of law) or any change therein or in the interpretation or
      application thereof by any Governmental Authority, including, without
      limitation, the issuance of any final rule, regulation or guideline by any
      regulatory agency having jurisdiction over such Lender or, in the case of
      subsection 8.12(b) or 8.20(b), any corporation controlling such Lender.

            "Chase": The Chase Manhattan Bank

            "CHS": as defined in the preamble hereto.

            "CHS Facility": the $425,000,000 Credit Agreement, dated as of July
      9, 1996, among CHS, the Lenders parties thereto and Chase, as
      administrative agent thereunder, as amended, supplemented or otherwise
      modified to the Original Closing Date.

            "CHS Stock": the common stock, par value $.01 per share, of the
      Company.

            "Closing Date": the date on which each of the conditions precedent
      to the effectiveness of this Agreement contained in subsection 11.1 has
      been either satisfied or waived.

            "Co-Agents": collectively, Nationsbank, N.A. and The Bank of Nova
      Scotia, in their capacities as co-agents with respect to the Commitments
      (each, a "Co-Agent").
<PAGE>

            "Code": the Internal Revenue Code of 1986, as amended from time to
      time.

            "Commercial L/C": a commercial documentary Letter of Credit under
      which the relevant Issuing Lender agrees to make payments in Dollars for
      the account of the Company, on behalf of the Company or any Subsidiary
      thereof, in respect of obligations of the Company or any Subsidiary
      thereof in connection with the purchase of goods or services in the
      ordinary course of business.

            "Commitment Percentage": with respect to any Lender, any of the
      Tranche A Term Loan Commitment Percentage, the Tranche B Term Loan
      Commitment Percentage, the Tranche C Term Loan Commitment Percentage, the
      Tranche D Term Loan Commitment Percentage, the Additional Tranche D Term
      Loan Commitment Percentage, the Revolving Credit Commitment Percentage and
      the Acquisition Loan Commitment Percentage of such Lender, as the context
      may require.

            "Commitments": the collective reference to the Tranche A Term Loan
      Commitments, the Tranche B Term Loan Commitments, the Tranche C Term Loan
      Commitments, the Tranche D Term Loan Commitments, the Additional Tranche D
      Term Loan Commitments, the Revolving Credit Commitments, the Swing Line
      Commitment and the Acquisition Loan Commitments; individually, a
      "Commitment".

            "Commonly Controlled Entity": an entity, whether or not
      incorporated, which is under common control with the Company within the
      meaning of Section 4001 of ERISA or is part of a group which includes the
      Company and which is treated as a single employer under Section 414 of the
      Code.

            "Company": as defined in the preamble hereto.

            "Company Pledge Agreement": the Pledge Agreement, dated as of July
      22, 1996, made by the Company in favor of the Administrative Agent, for
      the ratable benefit of the Lenders, substantially in the form of Exhibit
      B-1, as the same may be amended, supplemented or otherwise modified in
      accordance with its terms from time to time (it being understood and
      agreed that, notwithstanding anything that may be to the contrary herein,
      the Company Pledge Agreement shall not require the Company to pledge (x)
      any of the outstanding capital stock of, or other equity interests in, (i)
      any Non-Significant Subsidiary of the Company or (ii) any Foreign
      Subsidiary of the Company which is owned by a Foreign Subsidiary of the
      Company or, (y) more than 65% of the outstanding capital stock of, or
      other equity interests in, (i) any other Foreign Subsidiary of the
      Company, or (ii) any other Subsidiary of the Company if more than 65% of
      the assets of such Subsidiary are securities of foreign Persons (such
      determination to be made on the basis of fair market value).

            "Consolidated Cash Interest Expense": for any four-quarter period,
      the amount of Consolidated Interest Expense (other than Consolidated
      Interest Expense arising from the Subordinated Loan) for
<PAGE>

      such four-quarter period (or such other period) plus the amount, if
      greater than zero, equal to (i) the actual cash interest payments made on
      the Subordinated Loan during such four-quarter period (or such other
      period) minus (ii) the portion, if any, of the cash interest payment due
      on the Subordinated Loan on the interest payment date next following the
      end of such four-quarter period (or such other period) which the Company
      advises the Administrative Agent that it will not pay (the portion which
      the Company so advises it will not pay, the "Restricted Interest") in cash
      during the quarterly period in which such interest payment is otherwise
      due or at any time thereafter except as contemplated by the proviso to
      this definition solely to cause the Company to be in compliance with the
      Fixed Charge Coverage Ratio during such four-quarter period (or such other
      period); provided that (i) if the Company has so advised the
      Administrative Agent that it will not pay Restricted Interest and, so long
      as such Restricted Interest is not then overdue, as of the end of the
      fiscal quarter immediately prior to the date such Restricted Interest was
      scheduled to be paid, the Company was either in compliance with the Fixed
      Charge Coverage Ratio for the four-quarter period (or such other period)
      ending as of such date or the amount by which the Company was not in
      compliance with the Fixed Charge Coverage Ratio for such period was less
      than the amount of such Restricted Interest, the Company may, on the date
      such Restricted Interest was so scheduled to be paid, pay all such
      Restricted Interest or the portion thereof in excess of the amount by
      which the Company was not in compliance with the Fixed Charge Coverage
      Ratio for such period, as the case may be, and (ii) the Company may pay
      all or any portion of the aggregate amount of Restricted Interest which is
      overdue and unpaid as of the end of any quarterly period if the Company
      would be in compliance with the Fixed Charge Coverage Ratio for the
      four-quarter period (or such other period) ending on such date after
      giving effect to the inclusion in Consolidated Cash Interest Expense of
      all cash interest payments on the Subordinated Loan made during such
      period plus the amount of Restricted Interest proposed to be paid as of
      such date (and, to the extent such Restricted Interest is so paid, it
      shall be deemed for all purposes of this definition to have been paid
      during the last quarter of such four-quarter period (or such other
      period)).

            "Consolidated EBITDA": for any period, the consolidated net income
      ((i) including earnings and losses from discontinued operations, (ii)
      excluding extraordinary gains, and gains and losses arising from the
      proposed or actual disposition of material assets, and (iii) excluding the
      non-cash portion of other non-recurring losses) of the Company and its
      Subsidiaries for such period, plus to the extent reflected as a charge in
      the statement of consolidated net income for such period, the sum of (a)
      interest expense (net of interest income), including amortization and
      write offs of debt discount and debt issuance costs and commissions,
      discounts and other fees and charges associated with Letters of Credit,
      (b) taxes measured by income, (c) depreciation and amortization expenses
      including acceleration thereof and including the amortization of the
      increase in inventory resulting from the application of APB 16 for
      transactions contemplated by this Agreement including Permitted
      Acquisitions, (d) non-cash compensation expenses arising from the sale of
      stock, the
<PAGE>

      granting of stock options, the granting of stock appreciation rights and
      similar arrangements and (e) the excess of the expense in respect of
      post-retirement benefits and post-employment benefits accrued under
      Statement of Financial Accounting Standards No. 106 ("FASB 106") and
      Statement of Financial Accounting Standards No. 112 ("FASB 112") over the
      cash expense in respect of such post-retirement benefits and
      post-employment benefits, plus for purposes of calculating the covenants
      in Section 13 only, the amount of any non-recurring or extraordinary
      charges taken by the Company in fiscal year 1998 or to be taken by the
      Company in fiscal years 1999 or 2000, provided, that the amount of such
      charges shall not exceed, in the aggregate, $35,000,000.

            "Consolidated Interest Expense": for any period, the amount of
      interest expense, both expensed and capitalized (excluding amortization
      and write offs of debt discount and debt issuance costs), net of interest
      income, of the Company and its Subsidiaries, determined on a consolidated
      basis in accordance with GAAP, for such period and excluding for purposes
      of Section 13.1(b) and (c) any interest expense attributable to
      Indebtedness incurred or assumed in connection with any acquisition of any
      business until the day following the end of the fiscal quarter during
      which the acquisition occurred.

            "Consolidated Total Indebtedness": as of any date of determination,
      all Indebtedness of the Company and its Subsidiaries, determined on a
      consolidated basis in accordance with GAAP.

            "Contingent Obligation": as to any Person, any obligation of such
      Person guaranteeing or in effect guaranteeing any Indebtedness, leases,
      dividends or other obligations ("primary obligations") of any other Person
      (the "primary obligor") in any manner, whether directly or indirectly,
      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, (c) to purchase property, securities or services
      primarily for the purpose of assuring the owner of any such primary
      obligation of the ability of the primary obligor to make payment of such
      primary obligation or (d) otherwise to assure or hold harmless the owner
      of any such primary obligation against loss in respect thereof; provided,
      however, that the term Contingent Obligation shall not (i) include
      endorsements of instruments for deposit or collection in the ordinary
      course of business or (ii) Practice Guarantees. The amount of any
      Contingent Obligation shall be deemed to be an amount equal to the stated
      or determinable amount (based on the maximum reasonably anticipated net
      liability in respect thereof as determined by the Company in good faith)
      of the primary obligation or portion thereof in respect of which such
      Contingent Obligation is made or, if not stated or determinable, the
      maximum reasonably anticipated net liability in respect thereof (assuming
      such Person is required to perform
<PAGE>

      thereunder) as determined by the Company in good faith.

            "Contractual Obligation": as to any Person, any provision of any
      security issued by such Person or of any agreement, instrument or
      undertaking to which such Person is a party or by which it or any of the
      property owned by it is bound.

            "Credit Documents": the collective reference to this Agreement, the
      Notes, the Pledge Agreements, the Guarantees and any guarantee executed
      and delivered pursuant to the terms of subsection 12.8.

            "Credit Parties": the collective reference to HoldCo, the Company
      and each Subsidiary which is a party, or which at any time becomes a
      party, to a Credit Document.

            "Debentures": the Company's 10-1/4% Senior Subordinated Debentures
      due 2003 in the original principal amount of $100,000,000.

            "Debenture Refinancing Loans": Loans made under the CHS Facility for
      the purpose of paying the purchase price of, interest on or consent
      payments in respect of, the Debentures pursuant to the tender offer
      described in subsection 11.1(f) or for paying fees, consent payments and
      expenses in connection with or pursuant to such tender offer in an
      aggregate amount for such purchase price, interest, fees, payments and
      expenses not to exceed $115,000,000.

            "Default": any of the events specified in Section 14, whether or not
      any requirement for the giving of notice, the lapse of time, or both, has
      been satisfied.

            "Dollars" and "$": dollars in lawful currency of the United States
      of America.

            "Domestic Subsidiary": any Subsidiary of the Company other than a
      Foreign Subsidiary.

            "Environmental Laws": any and all applicable Federal, state, local
      or municipal laws, rules, orders, regulations, statutes, ordinances,
      codes, decrees or requirements of any Governmental Authority regulating,
      relating to or imposing liability or standards of conduct concerning human
      health or the protection of the environment, including without limitation,
      Materials of Environmental Concern, as now or may at any time hereafter be
      in effect.

            "ERISA": the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

            "Eurocurrency Reserve Requirements": for any day, as applied to a
      Eurodollar Loan, the aggregate (without duplication) of the rates
      (expressed as a decimal) of reserve requirements current on such day
      (including, without limitation, basic, supplemental, marginal and
      emergency reserves under any regulations of the Board or other
      Governmental Authority having jurisdiction with respect thereto), as now
      and from time to time hereafter in effect, dealing with reserve
<PAGE>

      requirements prescribed for Eurocurrency funding (currently referred to as
      "Eurocurrency liabilities" in Regulation D of such Board) maintained by a
      member bank of such System.

            "Eurodollar Base Rate": with respect to each day during any Interest
      Period for any Eurodollar Loan, the rate per annum equal to the rate at
      which Chase is offered Dollar deposits at or about 10:00 a.m., New York
      City time, two Working Days prior to the beginning of such Interest Period
      in the interbank eurodollar market where the foreign currency and exchange
      operations in respect of its Eurodollar Loans then are being conducted for
      delivery on the first day of such Interest Period for the number of days
      comprised therein and in an amount comparable to the amount of its
      Eurodollar Loan to be outstanding during such Interest Period.

            "Eurodollar Lending Office": the office of each Lender which shall
      be making or maintaining its Eurodollar Loans.

            "Eurodollar Loans": Loans at such time as they are made and/or being
      maintained at a rate of interest based upon a Eurodollar Rate.

            "Eurodollar Rate": with respect to each day during each Interest
      Period pertaining to a Eurodollar Loan, a rate per annum determined for
      such day in accordance with the following formula (rounded upward to the
      nearest 1/100th of 1%):

                              Eurodollar Base Rate
                              --------------------

                     1.00 - Eurocurrency Reserve Requirement

            "Event of Default": any of the events specified in Section 14,
      provided that any requirement for the giving of notice, the lapse of time,
      or both, has been satisfied.

            "Existing Credit Agreement": as defined in the recitals hereto.

            "Existing Credit Agreements": (a) the Amended and Restated Credit
      Agreements dated as of May 12, 1995, relating to the provision by the
      lenders parties thereto to CHS of two revolving credit facilities in the
      aggregate principal amount of $50,000,000 and $150,000,000, respectively,
      (b) the CHS Facility and (c) the Existing Credit Agreement.

            "Existing Letters of Credit": the Series A Bonds Letter of Credit,
      the Series B Bonds Letter of Credit and the Fulton Letter of Credit,
      issued pursuant to the First Union Credit Agreement or the Previous Credit
      Agreement and currently outstanding under the Existing Credit Agreements,
      together with any and all amendments, modifications, supplements,
      extensions, renewals, substitutions and/or replacements thereof issued
      pursuant to the Existing Credit Agreements, and any other letters of
      credit listed on Schedule 1.1(A) hereto.

            "Extended Acquisition Loan Commitment": as to any Lender, its
<PAGE>

      commitment to make Acquisition Loans to the Company pursuant to subsection
      7.1, in an aggregate amount not to exceed at any time the amount set forth
      opposite such Lender's name in Schedule I under the heading "Extended
      Acquisition Loan Commitment" and in an aggregate amount not to exceed at
      any time the amount equal to such Lender's Acquisition Loan Commitment
      Percentage of the aggregate Extended Acquisition Loan Commitments, as the
      aggregate Extended Acquisition Loan Commitments may be reduced or adjusted
      from time to time pursuant to this Agreement; collectively, as to all the
      Lenders, the "Extended Acquisition Loan Commitments".

            "Extensions of Credit": the collective reference to Loans made and
      Letters of Credit issued under this Agreement.

            "First Union": First Union National Bank of North Carolina, as the
      issuing bank and co-agent for the lenders under the Existing Credit
      Agreements, other than the Existing Credit Agreement.

            "First Union Credit Agreement": the Amended and Restated Credit
      Agreement dated as of August 14, 1992, as amended by Amendment to Credit
      Agreement dated as of August 16, 1992, Second Amendment to Credit
      Agreement dated November 2, 1992, Third Amendment to Credit Agreement
      dated January 13, 1993, Fourth Amendment to Credit Agreement dated May 28,
      1993, Fifth Amendment to Credit Agreement dated August 11, 1993, Sixth
      Amendment to Credit Agreement dated October 20, 1993, Seventh Amendment to
      Credit Agreement dated January 20, 1994 and Eighth Amendment to Credit
      Agreement dated May 1, 1994, each among the Company, certain Subsidiaries
      of the Company and the lenders parties thereto.

            "FL Affiliate": any of FL & Co., MBO-VI, FLCXXIX, FLCXXXIII, the
      partners of FL & Co., MBO-VI, FLCXXIX, FLCXXXIII on the Closing Date, any
      subordinated debt and equity partnership controlled by FL & Co. or MBO-VI,
      FLCXXIX or FLCXXXIII, any equity partnership controlled by FL & Co. or
      MBO-VI, FLCXXIX or FLCXXXIII, any Affiliate of FL & Co., MBO-VI, FLCXXIX
      or FLCXXXIII, any directors, executive officers or other employees or
      other members of the management of HoldCo, the Company, CHS or any
      Subsidiary of any thereof (or any "associate" (as defined in Rule 405
      under the Securities Act of 1933, as amended) of any thereof or employee
      benefit plan beneficially owned by any thereof), the Company, CHS or any
      Subsidiary of any thereof on the Closing Date, or any combination of the
      foregoing.

            "FL & Co.": FLCXXXI Partnership, L.P., a New York limited
      partnership, doing business as "Forstmann Little & Co.", the general
      partners of which are FLCXXIX Partnership, L.P., a New York limited
      partnership (AFLCXXIX@), and FLCXXXIII Partnership, a New York general
      partnership (AFLCXXIII@), and the limited partner of which is FLCXXIX.

            "Foreign Subsidiary": any Subsidiary of the Company (a) which is
      organized under the laws of any jurisdiction outside the United States
      (within the meaning of Section 7701(a)(9) of the Code), or (b) whose
      principal assets consist of capital stock or other equity interests of one
      or more Persons which conduct the major portion of their business
<PAGE>

      outside the United States (within the meaning of Section 7701(a)(9) of the
      Code).

            "Fulton Bond Documents": the Loan Agreement, as amended (as defined
      in the Fulton Indenture), the Remarketing Agreement (as defined in the
      Fulton Indenture), the Fulton Indenture, the Fulton Bonds and the
      corresponding Bond Pledge Agreement.

            "Fulton Bonds": the $8,000,000 aggregate principal amount City of
      Fulton, Kentucky Floating Rate Weekly Demand Revenue Bonds, Series 1985
      (United Healthcare of Kentucky, Inc. Project).

            "Fulton Indenture": the Trust Indenture dated as of May 22, 1985, as
      amended by the First Supplemental Trust Indenture, dated as of August 14,
      1992, between the City of Fulton and the Fulton Trustee.

            "Fulton Letter of Credit": that certain irrevocable letter of
      credit, dated August 14, 1992, issued by First Union for the account of
      Hospital of Fulton, Inc. to the Fulton Trustee, in an aggregate principal
      amount of $8,138,083.

            "Fulton Trustee": the Third National Bank in Nashville, a national
      banking association with principal offices in Nashville, Tennessee, and
      any successor trustee pursuant to the terms of the Fulton Indenture.

            "GAAP": generally accepted accounting principles in the United
      States of America in effect from time to time.

            "Governmental Authority": any nation or government, any state or
      other political subdivision thereof and any entity exercising executive,
      legislative, judicial, regulatory or administrative functions of or
      pertaining to government.

            "Guarantees": the collective reference to the HoldCo Guarantee and
      the Subsidiary Guarantees.

            "Health Care Associates": as defined in subsection 13.7(g).

            "HoldCo": as defined in the preamble hereto.

            "HoldCo Dividend Limit": as defined in subsection 13.9(c).

            "HoldCo Guarantee": the Guarantee, substantially in the form of
      Exhibit B-2 hereto, made by HoldCo in favor of the Administrative Agent,
      for the ratable benefit of the Lenders, as the same may be amended,
      supplemented or otherwise modified from time to time.

            "HoldCo Pledge Agreement": the Pledge Agreement, dated as of July
      22, 1996, made by HoldCo in favor of the Administrative Agent, for the
      ratable benefit of the Lenders, substantially in the form of Exhibit B-3,
      as the same may be amended, supplemented or otherwise modified from time
      to time.
<PAGE>

            "Hospital": each hospital listed in Schedule 1.1(B) hereto and each
      hospital now or hereafter owned or operated by the Company or any of its
      Subsidiaries.

            "Indebtedness": of any Person, at any particular date, (a) all
      indebtedness of such Person for borrowed money or for the deferred
      purchase price of property or services (other than current trade payables
      or liabilities and deferred payment for services to employees or former
      employees incurred in the ordinary course of business and payable in
      accordance with customary practices and other deferred compensation
      arrangements), (b) the face amount of all letters of credit issued for the
      account of such Person and, without duplication, all drafts drawn
      thereunder, (c) all liabilities (other than Lease Obligations) secured by
      any Lien on any property owned by such Person, to the extent attributable
      to such Person's interest in such property, even though such Person has
      not assumed or become liable for the payment thereof, (d) lease
      obligations of such Person which, in accordance with GAAP, should be
      capitalized and (e) all indebtedness of such Person arising under
      acceptance facilities; but excluding (y) customer deposits and interest
      payable thereon in the ordinary course of business and (z) trade and other
      accounts and accrued expenses payable in the ordinary course of business
      in accordance with customary trade terms and in the case of both clauses
      (y) and (z) above, which are not overdue for a period of more than 90 days
      or, if overdue for more than 90 days, as to which a dispute exists and
      adequate reserves in conformity with GAAP have been established on the
      books of such Person.

            "Insolvency": with respect to a Multiemployer Plan, the condition
      that such Plan is insolvent within the meaning of such term as used in
      Section 4245 of ERISA.

            "Interest Payment Date": (a) as to ABR Loans, the last day of each
      March, June, September and December, commencing on the first such day to
      occur after any ABR Loans are made or any Eurodollar Loans are converted
      to ABR Loans, (b) as to any Eurodollar Loan in respect of which the
      Company has selected an Interest Period of one, two or three months, the
      last day of such Interest Period, (c) as to any Eurodollar Loan in respect
      of which the Company has selected an Interest Period of six months, the
      day which is three months after the date on which such Eurodollar Loan is
      made or an ABR Loan is converted to such a Eurodollar Loan, and the last
      day of such Interest Period, (d) as to any Term Loan, each day on which
      principal of such Term Loan is payable and (e) in the case of the
      Revolving Credit Loans and Acquisition Loans, the Revolving Credit
      Termination Date or Acquisition Loan Termination Date, as the case may be.

            "Interest Period": with respect to any Eurodollar Loan:

                  (a) initially, the period commencing on, as the case may be,
            the Borrowing Date or conversion date with respect to such
            Eurodollar Loan and ending one, two, three or six months thereafter
            as selected by the Company in its notice of borrowing as provided in
            subsection 8.1 or its notice of conversion as
<PAGE>

            provided in subsection 8.3; and

                  (b) thereafter, each period commencing on the last day of the
            next preceding Interest Period applicable to such Eurodollar Loan
            and ending one, two, three or six months thereafter as selected by
            the Company by irrevocable notice to the Administrative Agent not
            less than three Working Days prior to the last day of the then
            current Interest Period with respect to such Eurodollar Loan;

      provided that the foregoing provisions relating to Interest Periods are
      subject to the following:

                  (A) if any Interest Period would otherwise end on a day which
            is not a Working Day, that Interest Period shall be extended to the
            next succeeding Working Day, unless the result of such extension
            would be to carry such Interest Period into another calendar month,
            in which event such Interest Period shall end on the immediately
            preceding Working Day;

                  (B) any Interest Period with respect to any Revolving Credit
            Loan or Acquisition Loan that would otherwise extend beyond the
            Revolving Credit Termination Date or Acquisition Loan Termination
            Date, as the case may be, shall end on the Revolving Credit
            Termination Date or Acquisition Loan Termination Date, as the case
            may be, or if the Revolving Credit Termination Date or Acquisition
            Loan Termination Date, as the case may be, shall not be a Working
            Day, on the next preceding Working Day;

                  (C) if the Company shall fail to give notice as provided above
            in clause (b), it shall be deemed to have selected a conversion of a
            Eurodollar Loan into an ABR Loan (which conversion shall occur
            automatically and without need for compliance with the conditions
            for conversion set forth in subsection 8.3);

                  (D) any Interest Period that begins on the last day of a
            calendar month (or on a day for which there is no numerically
            corresponding day in the calendar month at the end of such Interest
            Period) shall end on the last Working Day of a calendar month; and

                  (E) the Company shall select Interest Periods so as not to
            require a prepayment (to the extent practicable) or a scheduled
            payment of a Eurodollar Loan during an Interest Period for such
            Eurodollar Loan.

            "Issuing Lender": either Chase or First Union, as issuer of Letters
      of Credit.

            "L/C Application": a letter of credit application in the Issuing
      Lender's then customary form for the type of letter of credit requested.
<PAGE>

            "L/C Participating Interest": an undivided participating interest in
      the face amount of each issued and outstanding Letter of Credit and the
      L/C Application relating thereto.

            "L/C Participation Certificate": a certificate in substantially the
      form of Exhibit E hereto.

            "Lease Obligations": of the Company and its Subsidiaries, as of the
      date of any determination thereof, the rental commitments of the Company
      and its Subsidiaries determined on a consolidated basis, if any, under
      leases for real and/or personal property (net of rental commitments from
      sub-leases thereof), excluding however, obligations under leases which are
      classified as Indebtedness under clause (d) of the definition of
      Indebtedness.

            "Lenders": as defined in the preamble hereto.

            "Letter of Credit": a letter of credit issued by an Issuing Lender
      pursuant to the terms of subsection 6.3.

            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
      arrangement, encumbrance, lien (statutory or other), or preference,
      priority or other security agreement or preferential arrangement of any
      kind or nature whatsoever (including, without limitation, any conditional
      sale or other title retention agreement, any financing lease having
      substantially the same economic effect as any of the foregoing, and the
      filing of any financing statement under the Uniform Commercial Code or
      comparable law of any jurisdiction in respect of any of the foregoing,
      except for the filing of financing statements in connection with Lease
      Obligations incurred by the Company or its Subsidiaries to the extent that
      such financing statements relate to the property subject to such Lease
      Obligations).

            "Loans": the collective reference to the Term Loans, the Revolving
      Credit Loans, the Acquisition Loans and the Swing Line Loans;
      individually, a "Loan".

            "Material Adverse Effect": a material adverse effect on the
      business, financial condition, assets or results of operations of the
      Company and its Subsidiaries taken as a whole.

            "Material Subsidiaries": any Subsidiary of the Company other than
      (i) any Permitted Minority-Interest Subsidiary, (ii) any Foreign
      Subsidiary of the Company, (iii) any Subsidiary of the Company if more
      than 65% of the assets of such Subsidiaries are securities of foreign
      Persons (such determination to be made on the basis of fair market value)
      and (iv) any Non-Significant Subsidiary of the Company.

            "Materials of Environmental Concern": any gasoline or petroleum
      (including crude oil or any fraction thereof) or petroleum products or any
      hazardous or toxic substances, materials or wastes, defined or regulated
      as such in, or which form the basis of liability under, any Environmental
      Law, including, without limitation, asbestos, polychlorinated biphenyls
      and urea-formaldehyde insulation, medical
<PAGE>

      waste, radioactive materials and electromagnetic fields.

            "MBO-VI": Forstmann Little & Co. Subordinated Debt and Equity
      Management Buyout Partnership-VI, L.P., a Delaware limited partnership.

            "Merger": as defined in the Merger Agreement.

            "Merger Agreement": the Agreement and Plan of Merger, dated as of
      June 9, 1996 among HoldCo, Acquisition Co, and the Company, as amended,
      supplemented or otherwise modified from time to time in accordance with
      the terms hereof.

            "Merger Date": the date of the filing of the Certificate of Merger
      relating to the Merger with the Secretary of State of Delaware.

            "Multiemployer Plan": a Plan which is a multiemployer plan as
      defined in Section 4001(a)(3) of ERISA.

            "Net Proceeds": the aggregate cash proceeds received by the Company
      or any Subsidiary of the Company in respect of any Asset Sale, and any
      cash payments received in respect of promissory notes or other non-cash
      consideration delivered to the Company or such Subsidiary in respect of an
      Asset Sale (subject to the limitations set forth in subsection 13.7(j)),
      net of (without duplication) (i) the reasonable expenses (including legal
      fees and brokers' and underwriters' commissions paid to third parties
      which are not Affiliates or Subsidiaries of the Company) incurred in
      effecting such Asset Sale, (ii) any taxes reasonably attributable to such
      Asset Sale and, in case of an Asset Sale in a foreign jurisdiction, any
      taxes reasonably attributable to the repatriation of the proceeds of such
      Asset Sale reasonably estimated by the Company or such Subsidiary to be
      actually payable, (iii) any amounts payable to a Governmental Entity
      triggered as a result of any such Asset Sale, (iv) any Indebtedness or
      Contractual Obligation of the Company and its Subsidiaries (other than the
      Loans and other Obligations) required to be paid or retained in connection
      with such Asset Sale and (v) the aggregate amount of reserves required in
      the reasonable judgment of the Company or such Subsidiary to be maintained
      on the books of the Company or such Subsidiary in order to pay contingent
      liabilities with respect to such Asset Sale; provided that amounts
      deducted from aggregate proceeds pursuant to clause (v) and not actually
      paid by the Company or any of its Subsidiaries in liquidation of such
      contingent liabilities shall be deemed to be Net Proceeds and shall be
      applied in accordance with subsection 8.6 at such time as such contingent
      liabilities shall cease to be obligations of the Company or any of its
      Subsidiaries.

            "Non-Extended Acquisition Loan Commitment": as to any Lender, its
      commitment to make Acquisition Loans to the Company pursuant to subsection
      7.1, in an aggregate amount not to exceed at any time the amount set forth
      opposite such Lender's name in Schedule I under the heading "Non-Extended
      Acquisition Loan Commitment" and in an aggregate amount not to exceed at
      any time the amount equal to such Lender's Acquisition Loan Commitment
      Percentage of the aggregate Non-Extended
<PAGE>

      Acquisition Loan Commitments, as the aggregate Non-Extended Acquisition
      Loan Commitments may be reduced or adjusted from time to time pursuant to
      this Agreement; collectively, as to all the Lenders, the "Non-Extended
      Acquisition Loan Commitments".

            "Non-Significant Subsidiary": at any time, any Subsidiary of the
      Company (i) which at such time has total assets book value (including the
      total assets book value of any Subsidiaries), or for which the Company or
      any of its Subsidiaries shall have paid (including the assumption of
      Indebtedness) in connection with the acquisition of capital stock (or
      other equity interests) or the total assets of such Subsidiary, less than
      $1,000,000 or (ii) which does not and will not itself or through
      Subsidiaries own a Hospital or an interest in a Hospital or manage or
      operate a Hospital and which is listed on Schedule 1.1(C) hereto (or on
      any updates to such Schedule subsequently furnished by the Company to the
      Administrative Agent) as a "Non-Significant Subsidiary" of the Company,
      provided that the total assets of all Non-Significant Subsidiaries at any
      time does not exceed 5% of the total assets of the Company and its
      Subsidiaries on a consolidated basis.

            "Non-U.S. Lender": as defined in subsection 8.18(e) hereof.

            "Notes": the collective reference to the Revolving Credit Notes, the
      Swing Line Note, the Acquisition Loan Notes and the Term Notes; one of the
      Notes, a "Note".

            "Obligations": the unpaid principal of and interest on the Loans and
      all other obligations and liabilities of the Company to the Administrative
      Agent, the Co-Agents or any Lenders (and in the case of any interest rate,
      currency or similar swap and hedging arrangements entered into with any
      Affiliate of a Lender, such Affiliates) (including, without limitation,
      interest accruing after the maturity of the Loans and interest accruing
      after the filing of any petition in bankruptcy, or the commencement of any
      insolvency, reorganization or like proceeding, related to the Company,
      whether or not a claim for post-filing or post-petition interest is
      allowed in such proceeding), whether direct or indirect, absolute or
      contingent, due or to become due, now existing or hereafter incurred,
      which may arise under, out of, or in connection with, this Agreement, the
      Loans, the other Credit Documents, any Letter of Credit or L/C
      Application, any agreements between the Company and any Lender relating to
      interest rate, currency or similar swap and hedging arrangements permitted
      pursuant to subsection 13.11 or any other document made, delivered or
      given in connection therewith, whether on account of principal, interest,
      reimbursement obligations, fees, indemnities, costs, expenses (including,
      without limitation, all fees and disbursements of counsel to the
      Administrative Agent, or any Co-Agent or any Lender or any such Affiliate)
      or otherwise.

            "Original Closing Date": July 22, 1996

            "Participants": as defined in subsection 16.6(b).
<PAGE>

            "Participating Lender": any Lender (other than the Issuing Lender
      with respect to such Letter of Credit) with respect to its L/C
      Participating Interest in each Letter of Credit.

            "PBGC": the Pension Benefit Guaranty Corporation established
      pursuant to Subtitle A of Title IV of ERISA (or any successor).

            "Permitted Acquisitions": non-hostile acquisitions (by merger,
      purchase, lease (including any lease that contains up front payments
      and/or buyout options) or otherwise) by the Company or any of its
      Subsidiaries of any of the assets of, or shares of the capital stock of or
      other equity interests in, a Person or division or line of business of a
      Person engaged in the same business as the Company and its Subsidiaries or
      in a related business, provided that immediately after giving effect
      thereto: (1) at least 80% of the outstanding capital stock or other equity
      interests of any acquired or newly formed corporation or other entity that
      acquires or leases such Person, division or line of business is owned
      directly by the Company or a Domestic Subsidiary; (2) any such capital
      stock or other equity interests owned directly by the Company or a
      Domestic Subsidiary are duly and validly pledged to the Administrative
      Agent for the ratable benefit of the Lenders (other than any capital stock
      of, or other equity interests in, any Non-Significant Subsidiary or
      Foreign Subsidiary of the Company or any other Subsidiary of the Company
      that is not required to be so pledged pursuant to the definition of
      "Company Pledge Agreement" or "Subsidiary Pledge Agreement" or pursuant to
      subsection 12.8(c)); (3) the Company causes any such corporation or other
      entity to comply with subsection 12.8 hereof, if subsection 12.8 is
      applicable; (4) any such corporation or other entity is not liable for and
      the Company and its Subsidiaries do not assume any Indebtedness (except
      for Indebtedness permitted pursuant to subsection 13.2); and (5) no
      Default or Event of Default shall have occurred and be continuing and the
      Company shall have delivered to the Administrative Agent an officers'
      certificate to such effect, together with all relevant financial
      information for such corporation or other entity or acquired assets.

            "Permitted Joint Ventures": acquisitions (by merger, purchase, lease
      (including any lease that contains upfront payments or buy out options) or
      otherwise) by the Company or any of its Subsidiaries not constituting
      Permitted Acquisitions of interests in any of the assets of, or shares of
      the capital stock of or other equity interests in, a Person or division or
      line of business of a Person engaged in the same business as the Company
      and its Subsidiaries or in a related business, provided that immediately
      after giving effect thereto: (1) any outstanding capital stock or other
      equity interests of any acquired or newly formed corporation or other
      entity owned directly by the Company or a Domestic Subsidiary is duly and
      validly pledged to the Administrative Agent for the ratable benefit of the
      Lenders (other than any capital stock of, or other equity interests in,
      any Non-Significant Subsidiary or Foreign Subsidiary of the Company or any
      other Subsidiary of the Company that is not required to be so pledged
      pursuant to the definition of "Company Pledge Agreement" or "Subsidiary
      Pledge Agreement" or pursuant to subsection 12.8(c)); and
<PAGE>

      (2) no Default or Event of Default shall have occurred and be continuing,
      and the Company shall have delivered to the Administrative Agent an
      officers' certificate to such effect, together with all relevant financial
      information for such corporation or other entity or acquired assets.

            "Permitted Minority-Interest Subsidiary":

                  (a) a Subsidiary of the Company (i) that itself or through
            wholly-owned Subsidiaries thereof owns or will own a Hospital or an
            interest in a Hospital, (ii) in which the Company and/or one or more
            Subsidiary Guarantors collectively own not less than eighty and
            one-tenth percent (80.1%) of the outstanding shares of each class of
            the capital stock thereof, which shares so owned, to the extent
            required under the definition of "Company Pledge Agreement" or
            "Subsidiary Pledge Agreement" or under subsection 12.8(c),
            constitute Pledged Stock, (iii) that has executed and delivered a
            "capitalization note" constituting a Pledged Note in a principal
            amount not less than eighty percent (80%) of the fair market value
            of the assets of such Subsidiary as of the date such Subsidiary
            becomes a Permitted Minority Interest Subsidiary, and (iv) any
            Indebtedness of such Permitted Minority Interest Subsidiary to the
            Company or any Subsidiary Guarantor is evidenced by a promissory
            note in form and substance satisfactory to the Administrative Agent
            which is a Pledged Note (a "First-Tier Permitted Minority-Interest
            Hospital Subsidiary"),

                  (b) any wholly-owned Subsidiary of a First-Tier Permitted
            Minority-Interest Hospital Subsidiary, provided that (i) any
            Indebtedness of such wholly-owned Subsidiary to such First-Tier
            Permitted Minority-Interest Hospital Subsidiary (or to any other
            Subsidiary of such First-Tier Permitted Minority Interest Hospital
            Subsidiary) is evidenced by a promissory note in form and substance
            satisfactory to the Administrative Agent, and (ii) the Indebtedness
            evidenced by the Pledged Note of such First-Tier Permitted
            Minority-Interest Hospital Subsidiary is secured by a first priority
            perfected security interest in the promissory note described in the
            preceding clause (i) and the Indebtedness evidenced thereby, which
            security interest has been assigned to the Administrative Agent for
            the ratable benefit of the Lenders pursuant to documentation in form
            and substance satisfactory to the Administrative Agent, and

                  (c) a Subsidiary of the Company (i) that does not and will not
            itself or through the Subsidiaries own a Hospital or an interest in
            a Hospital or manage or operate a Hospital, (ii) in which the
            Company and/or one or more Subsidiary Guarantors collectively own
            not less than fifty-one percent (51%) of the outstanding shares of
            each class of the capital stock thereof, and (iii) in which an
            Investment is permitted under Section 13.7(c) or Section 13.7(m).

            "Permitted Minority-Interest Transfer": a sale, issuance or other
      transfer of securities of a Subsidiary of the Company, if after such
<PAGE>

      sale or other transfer, such Subsidiary shall meet the applicable
      requirements of the definition of "Permitted Minority-Interest
      Subsidiary".

            "Permitted Uses of Proceeds": as defined in subsection 2.3.

            "Person": an individual, partnership, corporation, business trust,
      joint stock company, trust, limited liability company, unincorporated
      association, joint venture, Governmental Authority or other entity of
      whatever nature.

            "Plan": any pension plan which is covered by Title IV of ERISA and
      in respect of which the Company or a Commonly Controlled Entity is an
      "employer" as defined in Section 3(5) of ERISA.

            "Pledge Agreements": the collective reference to the Company Pledge
      Agreement, the Subsidiary Pledge Agreement and the HoldCo Pledge
      Agreement.

            "Pledged Note": as defined in the Pledge Agreements.

            "Pledged Stock": as defined in the Pledge Agreements.

            "Practice Guarantees": the physician or mental health professional
      practice guarantees pursuant to which the Company or any of its
      Subsidiaries guarantees to pay a physician or mental health professional
      on the medical staff of a hospital owned, leased or operated by the
      Company or one of its Subsidiaries the difference between the physician's
      or mental health professional's monthly net revenue from professional fees
      and a minimum monthly guaranteed amount.

            "Previous Credit Agreement": that certain Amended and Restated
      Credit Agreement of CHS dated as of August 24, 1994.

            "Principal Debt Payments": for any period, the sum of all scheduled
      payments of principal amounts of Indebtedness of the Company and its
      Subsidiaries, on a consolidated basis, during such period (provided that
      reductions in the Acquisition Loan Commitments are not payments of
      principal amounts of Indebtedness for purposes of this definition, unless
      and to the extent that the Company must pay Acquisition Loans at such time
      in accordance with subsection 7.2).

            "Properties": each parcel of real property currently or previously
      owned or operated by the Company or any Subsidiary of the Company.

            "Qualified Non-U.S. Lender Note": as defined in subsection 16.6(d).

            "Qualified Non-U.S. Lender Noteholder": as defined in subsection
      16.6(e).

            "Register": as defined in subsection 16.6(f).
<PAGE>

            "Refunded Swing Line Loans": as defined in subsection 6.7(b).

            "Regulation G": Regulation G of the Board, as from time to time in
      effect.

            "Regulation U": Regulation U of the Board, as from time to time in
      effect.

            "Related Document": any agreement, certificate, document or
      instrument relating to a Letter of Credit.

            "Release Lenders": at a particular time Lenders that hold at least
      (a) 75% of (i) the aggregate then outstanding principal amount of the
      Tranche A Term Loans, (ii) the Revolving Credit Commitments or if the
      Revolving Credit Commitments have been cancelled (w) the aggregate then
      outstanding principal amount of the Revolving Credit Loans, (x) the L/C
      Participating Interests in the aggregate amount then available to be drawn
      under all outstanding Letters of Credit, (y) the aggregate then
      outstanding principal amount of Revolving L/C Obligations and (z) the
      aggregate amount represented by the agreements of the Lenders in
      subsections 6.7(b) and (d) with respect to the Swing Line Loans then
      outstanding or the Swing Line Loan Participation Certificates then
      outstanding and (iii) the Acquisition Loan Commitments or if the
      Acquisition Loan Commitments have been cancelled the aggregate then
      outstanding principal amount of the Acquisition Loans and (b) 75% of the
      aggregate then outstanding principal amount of the Term Loans (other than
      the Tranche A Term Loans).

            "Reorganization": with respect to a Multiemployer Plan, the
      condition that such Plan is in reorganization as such term is used in
      Section 4241 of ERISA.

            "Reportable Event": any of the events set forth in Section 4043(b)
      of ERISA or the regulations thereunder.

            "Required Lenders": at a particular time Lenders that hold at least
      51% of (a) the aggregate then outstanding principal amount of the Term
      Loans or, prior to the Closing Date, the Term Loan Commitments, (b) the
      Revolving Credit Commitments or if the Revolving Credit Commitments have
      been cancelled (i) the aggregate then outstanding principal amount of the
      Revolving Credit Loans, (ii) the L/C Participating Interests in the
      aggregate amount then available to be drawn under all outstanding Letters
      of Credit, (iii) the aggregate then outstanding principal amount of
      Revolving L/C Obligations and (iv) the aggregate amount represented by the
      agreements of the Lenders in subsections 6.7(b) and (d) with respect to
      the Swing Line Loans then outstanding or the Swing Line Loan Participation
      Certificates then outstanding and (c) the Acquisition Loan Commitments or
      if the Acquisition Loan Commitments have been cancelled the aggregate then
      outstanding principal amount of the Acquisition Loans.

            "Required Application Lenders": at a particular time Lenders that
      hold:
<PAGE>

                  (a) at least 51% of (x) the aggregate then outstanding
            principal amount of Tranche A Term Loans, (y) the Revolving Credit
            Commitments or if the Revolving Credit Commitments have been
            cancelled (i) the aggregate then outstanding principal amount of the
            Revolving Credit Loans, (ii) the L/C Participating Interests in the
            aggregate amount then available to be drawn under all outstanding
            Letters of Credit, (iii) the aggregate then outstanding principal
            amount of Revolving L/C Obligations and (iv) the aggregate amount
            represented by the agreements of the Lenders in subsections 6.7(b)
            and (d) with respect to the Swing Line Loans then outstanding or the
            Swing Line Loan Participation Certificates then outstanding and (z)
            the Acquisition Loan Commitments or if the Acquisition Loan
            Commitments have been cancelled the aggregate then outstanding
            principal amount of the Acquisition Loans, and

                  (b) at least 51% of the aggregate then outstanding principal
            amount of the Tranche B Term Loans, Tranche C Term Loans and Tranche
            D Term Loans.

            "Requirement of Law": as to any Person, the Certificate of
      Incorporation and By-Laws or other organizational or governing documents
      of such Person, and any law, treaty, rule or regulation (including,
      without limitation, Environmental Laws) or determination of an arbitrator
      or a court or other Governmental Authority, in each case applicable to or
      binding upon such Person or any of its property or to which such Person or
      any of its property is subject.

            "Responsible Officer": the chief executive officer or the chief
      operating officer of the Company or, with respect to financial matters,
      the chief financial officer or controller of the Company.

            "Restricted Payments": as defined in subsection 13.9.

            "Revolving Credit Commitment": as to any Lender, its obligations to
      make Revolving Credit Loans to the Company pursuant to subsection 6.1, and
      to purchase its L/C Participating Interest in any Letter of Credit in an
      aggregate amount not to exceed at any time the amount set forth opposite
      such Lender's name in Schedule I under the heading "Revolving Credit
      Commitment" and in an aggregate amount not to exceed at any time the
      amount equal to such Lender's Revolving Credit Commitment Percentage of
      the aggregate Revolving Credit Commitments, as the aggregate Revolving
      Credit Commitments may be reduced or adjusted from time to time pursuant
      to this Agreement; collectively, as to all the Lenders, the "Revolving
      Credit Commitments".

            "Revolving Credit Commitment Percentage": as to any Lender at any
      time, the percentage which such Lender's Revolving Credit Commitment
      constitutes of all of the Revolving Credit Commitments (or, if the
      Revolving Credit Commitments shall have been terminated, the percentage of
      the outstanding Aggregate Revolving Credit Extensions of Credit and Swing
      Line Loans constituted by such Lender's Aggregate Revolving Credit
      Extensions of Credit and participating interest in
<PAGE>

      Swing Line Loans).

            "Revolving Credit Commitment Period": the period from and including
      the Original Closing Date to but not including the Revolving Credit
      Termination Date.

            "Revolving Credit Loan" and "Revolving Credit Loans": as defined in
      subsection 6.1(a).

            "Revolving Credit Note": as defined in subsection 8.2(e).

            "Revolving Credit Termination Date": the earlier of (i) December 31,
      2002 and (ii) any other date on which the Revolving Credit Commitments
      shall terminate hereunder.

            "Revolving L/C Obligations": the obligations of the Company to
      reimburse the Issuing Lender for any payments made by an Issuing Lender
      under any Letter of Credit that have not been reimbursed by the Company
      pursuant to subsection 6.6.

            "Seasonal Adjustment Factor": (a) with respect to a fiscal quarter,
      during any Measurement Period, ending on March 31, 1.08, (b) with respect
      to a fiscal quarter, during any Measurement Period, ending on June 30,
      .97, (c) with respect to a fiscal quarter, during any Measurement Period,
      ending on September 30, .93, and (d) with respect to a fiscal quarter,
      during any Measurement Period, ending on December 31, 1.02.

            "Senior Interest Expense": for any period, the amount of
      Consolidated Interest Expense for such period less, to the extent included
      therein, the amount of any interest expense on the Subordinated Loan.

            "Series A and Series B Bond Documents": shall mean the Remarketing
      Agreement (as defined in the Series A and Series B Indenture), the Series
      A and Series B Indenture, the Series A Bonds, the Series B Bonds and the
      corresponding Bond Pledge Agreement(s).

            "Series A and Series B Indenture": (i) the trust indenture dated as
      of October 1, 1991, between the Company and the Trustee, executed with
      respect to the Series A Bonds and the Series B Bonds, as the same may be
      modified, amended restated or supplemented from time to time, including in
      connection with a conversion of the interest rate on any portion of the
      Series A Bonds or the Series B Bonds to a fixed rate and (ii) any
      indenture, note purchase agreement or other similar debt instrument
      pursuant to which the Company issues bonds, notes or other evidences of
      indebtedness secured by the Series A Letter of Credit or the Series B
      Letter of Credit.

            "Series A and Series B Trustee": with respect to the Series A and
      Series B Indenture pursuant to which the Series A Bonds and the Series B
      Bonds have been issued, Texas Commerce Bank National Association and any
      successor trustee pursuant to the terms thereof.
<PAGE>

            "Series A Bonds": up to $40,000,000 aggregate principal amount of
      Company's bonds, notes or other evidences of indebtedness supported by the
      Series A Bonds Letters of Credit, initially, the Company's Floating Rate
      Weekly Demand Taxable, Series 1991A.

            "Series A Bonds Letter of Credit": that certain irrevocable letter
      of credit, dated October 29, 1991, issued by the First Union for the
      account of the Company to the Series A and Series B Trustee, in the
      aggregate principal amount of $40,000,000 plus an amount equal to the
      interest computed on such amount for forty-two (42) days at fifteen
      percent (15%) per annum.

            "Series B Bonds": up to $20,000,000 aggregate principal amount of
      Company's bonds, notes or other evidences of indebtedness supported by the
      Series B Bonds Letter of Credit, initially, the Company's Floating Rate
      Weekly Demand Taxable Bond Series 1991B.

            "Series B Bond Letter of Credit": that certain irrevocable letter of
      credit, dated October 29, 1991, issued by the First Union for the account
      of the Company to the Series A and Series B Trustee, in the aggregate
      principal amount of $20,000,000 plus an amount equal to the interest
      computed on such amount for forty-two (42) days at fifteen percent (15%)
      per annum.

            "Single Employer Plan": any Plan which is covered by Title IV of
      ERISA, but which is not a Multiemployer Plan.

            "Standby L/C": an irrevocable standby or direct pay Letter of Credit
      under which the Issuing Lender agrees to make payments in Dollars for the
      account of the Company on behalf of the Company or any Subsidiary thereof,
      in respect of obligations of the Company or a Subsidiary thereof incurred
      pursuant to contracts made or performance undertaken, or to be undertaken,
      or like matters relating to contracts to which the Company or a Subsidiary
      thereof is or proposes to become a party in the ordinary course of the
      Company's or such Subsidiary's business, including, without limitation,
      for insurance purposes or in respect of advance payments or as bid or
      performance bonds.

            "Subordinated HoldCo Debentures": the collective reference to
      HoldCo's (i) 7-1/2% Series A Debentures due June 30, 2007, in the
      aggregate principal amount of $166,666,666, (ii) 7-1/2% Series B
      Debentures due June 30, 2008, in the aggregate principal amount of
      $166,666,667, and (iii) 7-1/2% Series C Debentures due June 30, 2009, in
      the aggregate principal amount of $166,666,667, each substantially in the
      form of Exhibit J-1 to the Tender Facility, as each may be amended,
      endorsed, substituted, replaced, refinanced, supplemented or otherwise
      modified from time to time in accordance with subsection 13.12.

            "Subordinated Loan": the subordinated loan made by HoldCo to the
      Company and evidenced by the Subordinated Note in the principal amount of
      $500,000,000.

            "Subordinated Note": the 7-1/2% Note due June 30, 2009, in the
<PAGE>

      principal amount of $500,000,000, made by the Company in favor of HoldCo,
      to evidence the Subordinated Loan, substantially in the form of Exhibit
      J-2 to the Tender Facility, as the same may be amended, endorsed,
      substituted, replaced, refinanced, supplemented or otherwise modified from
      time to time in accordance with subsection 13.12.

            "Subsidiary": as to any Person, a corporation, partnership or other
      entity of which shares of capital stock or other equity interests having
      ordinary voting power (other than capital stock or other equity interests
      having such power only by reason of the happening of a contingency) to
      elect a majority of the board of directors or other managers of such
      corporation, partnership or other entity are at the time owned, directly
      or indirectly, or the management of which is otherwise controlled,
      directly or indirectly, or both, by such Person.

            "Subsidiary Guarantee": the Subsidiary Guarantee to be executed by
      each Subsidiary Guarantor in favor of the Administrative Agent, for the
      ratable benefit of the Lenders, substantially in the form of Exhibit B-4
      hereto, as the same may be amended, supplemented or otherwise modified
      from time to time.

            "Subsidiary Guarantor": any Subsidiary which enters into a
      Subsidiary Guarantee (it being understood and agreed that, subject to
      subsection 12.8(b), (i) no Foreign Subsidiary of the Company or HoldCo,
      (ii) no other Subsidiary of the Company if more than 65% of the assets of
      such Subsidiary are securities of foreign Persons (such determination to
      be made on the basis of fair market value), (iii) no Non-Significant
      Subsidiary and (iv) no Permitted Minority Interest Subsidiary shall, in
      any case, enter into a Subsidiary Guarantee pursuant to subsection
      12.8(a)).

            "Subsidiary Pledge Agreement": the Pledge Agreement dated as of the
      date hereof made by any Material Subsidiary in favor of the Administrative
      Agent, for the ratable benefit of the Lenders, substantially in the form
      of Exhibit B-5, as the same may be amended, supplemented or otherwise
      modified from time to time (it being understood and agreed that,
      notwithstanding anything that may be to the contrary herein, the
      Subsidiary Pledge Agreement shall not require any Material Subsidiary to
      pledge (x) any of the outstanding capital stock of, or other equity
      interests in any (i) Non-Significant Subsidiary of the Company or (ii) any
      Foreign Subsidiary of the Company which is owned by a Foreign Subsidiary
      of the Company or, (y) more than 65% of the outstanding capital stock of,
      or other equity interest in, (i) any other Foreign Subsidiary of the
      Company, or (ii) any other Subsidiary of the Company if more than 65% of
      the assets of such Subsidiary are securities of foreign Persons (such
      determination to be made on the basis of fair market value)).

            "Swing Line Commitment": Chase's obligation to make Swing Line Loans
      pursuant to subsection 6.7.

            "Swing Line Loan" and "Swing Line Loans": as defined in subsection
      6.7(a).
<PAGE>

            "Swing Line Loan Participation Certificate": a certificate in
      substantially the form of Exhibit F hereto.

            "Swing Line Note": as defined in subsection 8.2(e).

            "Tender Draft": with respect to any Existing Letter of Credit, a
      Tender Draft as defined in such Existing Letter of Credit.

            "Tender Facility": the $175,000,000 Credit Agreement among
      Acquisition Co., HoldCo, the Lenders parties thereto and Chase, as
      administrative agent thereunder, as amended, supplemented or otherwise
      modified prior to the Original Closing Date.

            "Tender Offer": the offer by Acquisition Co. to purchase all
      outstanding shares of CHS Stock of the Company.

            "Term Loan Commitments": as to any Lender, the collective reference
      to its Tranche A Term Loan Commitment, its Tranche B Term Loan Commitment,
      its Tranche C Term Loan Commitment, its Tranche D Term Loan Commitment and
      its Additional Tranche D Term Loan Commitment.

            "Term Loans": collectively, the Tranche A Term Loans, the Tranche B
      Term Loans, the Tranche C Term Loans and the Tranche D Term Loans; each, a
      "Term Loan".

            "Term Notes": collectively, the Tranche A Term Notes, the Tranche B
      Term Notes, the Tranche C Term Notes and the Tranche D Term Notes; each a
      "Term Note".

            "Total Senior Indebtedness": as of any date of determination,
      Consolidated Total Indebtedness less the principal amount of the
      Subordinated Loan, and excluding for purposes of Section 13.1(a) and the
      definition of "Applicable Level" any Indebtedness incurred or assumed in
      connection with an acquisition of any business until the end of the first
      full fiscal quarter after the date of acquisition.

            "Tranche A Term Loan" and "Tranche A Term Loans": as defined in
      subsection 2.1.

            "Tranche A Term Loan Commitment": as to any Lender, its obligations
      to make Tranche A Term Loans to the Company on the Original Closing Date
      pursuant to subsection 2.1, in an aggregate amount not to exceed the
      amount set forth opposite such Lender's name in Schedule I under the
      heading "Tranche A Term Loan" and in an aggregate amount not to exceed the
      amount equal to such Lender's Tranche A Term Loan Commitment Percentage of
      the aggregate Tranche A Term Loan Commitments; collectively, as to all the
      Lenders, the "Tranche A Term Loan Commitments".

            "Tranche A Term Loan Commitment Percentage": as to any Lender, the
      percentage which such Lender's Tranche A Term Loan constitutes of the
      aggregate then outstanding principal amount of Tranche A Term
<PAGE>

      Loans.

            "Tranche A Term Note" and "Tranche A Term Notes": as defined in
      subsection 8.2(e).

            "Tranche B Term Loan" and "Tranche B Term Loans": as defined in
      subsection 3.1.

            "Tranche B Term Loan Commitment": as to any Lender, its obligation
      to make a Tranche B Term Loan to the Company on the Original Closing Date
      pursuant to subsection 3.1, in an aggregate amount not to exceed the
      amount set forth opposite such Lender's name in Schedule I under the
      heading "Tranche B Term Loan" and in an aggregate amount not to exceed the
      amount equal to such Lender's Tranche B Term Loan Commitment Percentage of
      the aggregate Tranche B Term Loan Commitments; collectively, as to all the
      Lenders, the "Tranche B Term Loan Commitments".

            "Tranche B Term Loan Commitment Percentage": as to any Lender, the
      percentage which such Lender's Tranche B Term Loan constitutes of the
      aggregate then outstanding principal amount of Tranche B Term Loans.

            "Tranche B Term Note" and "Tranche B Term Notes": as defined in
      subsection 8.2(e).

            "Tranche C Term Loan" and "Tranche C Term Loans": as defined in
      subsection 4.1.

            "Tranche C Term Loan Commitment": as to any Lender, its obligation
      to make a Tranche C Term Loan to the Company on the Original Closing Date
      pursuant to subsection 4.1, in an aggregate amount not to exceed the
      amount set forth opposite such Lender's name in Schedule I under the
      heading "Tranche C Term Loan" and in an aggregate amount not to exceed the
      amount equal to such Lender's Tranche C Term Loan Commitment Percentage of
      the aggregate Tranche C Term Loan Commitments; collectively, as to all the
      Lenders, the "Tranche C Term Loan Commitments".

            "Tranche C Term Loan Commitment Percentage": as to any Lender, the
      percentage which such Lender's Tranche C Term Loan constitutes of the
      aggregate then outstanding principal amount of Tranche C Term Loans.

            "Tranche C Term Note" and "Tranche C Term Notes": as defined in
      subsection 8.2(e).

            "Tranche D Term Loan" and "Tranche D Term Loans": as defined in
      subsection 5.1(a).

            "Tranche D Term Loan Commitment": as to any Lender, its obligation
      to make a Tranche D Term Loan (excluding any Additional Tranche D Term
      Loan) to the Company on the Original Closing Date pursuant to subsection
      5.1, in an aggregate amount not to exceed the
<PAGE>

      amount set forth opposite such Lender's name in Schedule I under the
      heading "Tranche D Term Loan" and in an aggregate amount not to exceed the
      amount equal to such Lender's Tranche D Term Loan Commitment Percentage of
      the aggregate Tranche D Term Loan Commitments; collectively, as to all the
      Lenders, the "Tranche D Term Loan Commitments".

            "Tranche D Term Loan Commitment Percentage": as to any Lender, the
      percentage which such Lender's Tranche D Term Loans, excluding any
      Additional Tranche D Term Loan, constitutes of the aggregate then
      outstanding principal amount of Tranche D Term Loans, excluding Additional
      Tranche D Term Loans.

            "Tranche D Term Note" and "Tranche D Term Notes": as defined in
      subsection 8.2(e).

            "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar
      Loan.

            "Uniform Customs": the Uniform Customs and Practice for Documentary
      Credits (1993 Revision), International Chamber of Commerce Publication No.
      500 (or any successor publication), as the same may be amended from time
      to time.

            "U.S. Taxes": any tax, assessment, or other charge or levy and any
      liabilities with respect thereto, including any penalties, additions to
      tax, fines or interest thereon, imposed by or on behalf of the United
      States or any taxing authority thereof.

            "Working Day": any day on which dealings in foreign currencies and
      exchange between banks may be carried on in London, England and in New
      York, New York.

            "Y2K Costs": as defined in subsection 10.16.

            1.2 Other Definitional Provisions. (a) Unless otherwise specified
      therein, all terms defined in this Agreement shall have the defined
      meanings when used in the Notes, any other Credit Document or any
      certificate or other document made or delivered pursuant hereto.

            (b) As used herein and in the Notes, any other Credit Document and
      any certificate or other document made or delivered pursuant hereto,
      accounting terms relating to HoldCo, the Company and its Subsidiaries not
      defined in subsection 1.1 and accounting terms partly defined in
      subsection 1.1 to the extent not defined, shall have the respective
      meanings given to them under GAAP.

            (c) The words "hereof", "herein" and "hereunder" and words of
      similar import when used in this Agreement shall refer to this Agreement
      as a whole and not to any particular provision of this Agreement, and
      section, subsection, schedule and exhibit references are to this Agreement
      unless otherwise specified.
<PAGE>

            (d) The meanings given to terms defined herein shall be equally
      applicable to the singular and plural forms of such terms.

      SECTION 2. AMOUNT AND TERMS OF TRANCHE A TERM LOAN COMMITMENTS.

      2.1 Tranche A Term Loans. The Company acknowledges and confirms that each
Lender has made a term loan (a "Tranche A Term Loan") to the Company on the
Original Closing Date in an amount equal to the Tranche A Term Loan Commitment
of such Lender. The Tranche A Term Loans may from time to time be (a) Eurodollar
Loans or (b) ABR Loans or (c) a combination thereof, as determined by the
Company and notified to the Administrative Agent in accordance with subsections
8.1, 8.2 and 8.3.

      2.2 Repayment of Tranche A Term Loans. The Company shall continue to repay
the aggregate principal amount of the Tranche A Term Loans outstanding on the
Closing Date in the aggregate principal amount set forth opposite each of the
dates specified below:

                Date                                  Amount
                -----                                 ------

             March 31, 1999                         $2,000,000
             June 30, 1999                           2,000,000
             September 30, 1999                      2,250,000
             December 31, 1999                       2,250,000
             March 31, 2000                          2,250,000
             June 30, 2000                           2,250,000
             September 30, 2000                      2,500,000
             December 31, 2000                       2,500,000
             March 31, 2001                          2,500,000
             June 30, 2001                           2,500,000
             September 30, 2001                      2,500,000
             December 31, 2001                       2,500,000
             March 31, 2002                          2,500,000
             June 30, 2002                           2,500,000
             September 30, 2002                      2,500,000
             December 31, 2002                       2,500,000

      2.3 Proceeds of Tranche A Term Loans. The Company acknowledges and
confirms that it has used the proceeds of the Tranche A Term Loans made on the
Original Closing Date (i) to refinance the borrowings of Acquisition Co. under
the Tender Facility and the CHS Facility, (ii) to finance the payment of the
consideration payable in or as a result of the Merger to holders of CHS Stock
(other than Acquisition Co.) or options thereon, (iii) to finance the repurchase
or refinancing by the Company of all or such portion of the Indebtedness (other
than under the CHS Facility) of the Company outstanding after the Merger, as the
Company shall determine, (iv) to finance the payment of up to $80,000,000 of the
fees and expenses of the Merger and the Tender Offer and the transactions
contemplated thereby, including the tender offer for the Debentures, (v) to
finance Permitted Acquisitions and Permitted Joint Ventures and (vi) to finance
other general corporate purposes of the Company or any of its Subsidiaries
(including severance and interest expense and Supplemental Subordinated Debt
Interest)
<PAGE>

and pay related fees and expenses (the uses referred to in clauses (i) through
(vi) referred to as the "Permitted Uses of Proceeds").

      SECTION 3. AMOUNT AND TERMS OF TRANCHE B TERM LOAN COMMITMENTS.

      3.1 Tranche B Term Loans. The Company acknowledges and confirms that each
Lender has made a term loan (a "Tranche B Term Loan") to the Company on the
Original Closing Date in an amount equal to the Tranche B Term Loan Commitment
of such Lender. The Tranche B Term Loans may from time to time be (a) Eurodollar
Loans or (b) ABR Loans or (c) a combination thereof, as determined by the
Company and notified to the Administrative Agent in accordance with subsections
8.1, 8.2 and 8.3.

      3.2 Repayment of Tranche B Term Loans. The Company shall continue to repay
the aggregate principal amount of the Tranche B Term Loans outstanding on the
Closing Date in the aggregate principal amount set forth opposite each of the
dates specified below:

                Date                                  Amount
                ----                                  ------

             March 31, 1999                         $ 500,000
             June 30, 1999                            500,000
             September 30, 1999                       500,000
             December 31, 1999                        500,000
             March 31, 2000                           500,000
             June 30, 2000                            500,000
             September 30, 2000                       500,000
             December 31, 2000                        500,000
             March 31, 2001                           500,000
             June 30, 2001                            500,000
             September 30, 2001                       500,000
             December 31, 2001                        500,000
             March 31, 2002                           500,000
             June 30, 2002                            500,000
             September 30, 2002                    14,375,000
             December 31, 2002                     14,375,000
             March 31, 2003                        14,375,000
             June 30, 2003                         14,375,000
             September 30, 2003                    16,250,000
             December 31, 2003                     48,750,000

      3.3 Proceeds of Tranche B Term Loans. The Company acknowledges and
confirms that it has used the proceeds of the Tranche B Term Loans, together
with the proceeds of the other Term Loans and the Revolving Credit Loans, made
on the Original Closing Date for the Permitted Uses of Proceeds.

      SECTION 4. AMOUNT AND TERMS OF TRANCHE C TERM LOAN COMMITMENTS.

      4.1 Tranche C Term Loans. The Company acknowledges and confirms
<PAGE>

that each Lender has made a term loan (a "Tranche C Term Loan") to the Company
on the Original Closing Date in an amount equal to the Tranche C Term Loan
Commitment of such Lender. The Tranche C Term Loans may from time to time be (a)
Eurodollar Loans or (b) ABR Loans or (c) a combination thereof, as determined by
the Company and notified to the Administrative Agent in accordance with
subsections 8.1, 8.2 and 8.3.

      4.2 Repayment of Tranche C Term Loans. The Company shall continue to repay
the aggregate principal amount of the Tranche C Term Loans outstanding on the
Closing Date in the aggregate principal amount set forth opposite each of the
dates specified below:

                Date                                  Amount
                ----                                  ------

             March 31, 1999                         $ 500,000
             June 30, 1999                            500,000
             September 30, 1999                       500,000
             December 31, 1999                        500,000
             March 31, 2000                           500,000
             June 30, 2000                            500,000
             September 30, 2000                       500,000
             December 31, 2000                        500,000
             March 31, 2001                           500,000
             June 30, 2001                            500,000
             September 30, 2001                       500,000
             December 31, 2001                        500,000
             March 31, 2002                           500,000
             June 30, 2002                            500,000
             September 30, 2002                       500,000
             December 31, 2002                        500,000
             March 31, 2003                           500,000
             June 30, 2003                            500,000
             September 30, 2003                    13,875,000
             December 31, 2003                     13,875,000
             March 31, 2004                        13,875,000
             June 30, 2004                         13,875,000
             September 30, 2004                    16,250,000
             December 31, 2004                     48,750,000

      4.3 Proceeds of Tranche C Term Loans. The Company acknowledges and
confirms that it has used the proceeds of the Tranche C Term Loans first to
refinance the Debenture Refinancing Loans in full and second the balance of such
proceeds, together with the proceeds of the other Term Loans and the Revolving
Credit Loans, made on the Original Closing Date for the Permitted Uses of
Proceeds.

      SECTION 5. AMOUNT AND TERMS OF TRANCHE D TERM LOAN COMMITMENTS AND
                 ADDITIONAL TRANCHE D TERM LOAN COMMITMENTS.

      5.1(a) Tranche D Term Loans. The Company acknowledges and
<PAGE>

confirms that each Lender has made a term loan (such term loan or any Additional
Tranche D Term Loan, a "Tranche D Term Loan") to the Company on the Original
Closing Date in an amount equal to the Tranche D Term Loan Commitment of such
Lender. The Tranche D Term Loans may from time to time be (a) Eurodollar Loans
or (b) ABR Loans or (c) a combination thereof, as determined by the Company and
notified to the Administrative Agent in accordance with subsections 8.1, 8.2 and
8.3.

      (b) Additional Tranche D Term Loans. Subject to the terms and conditions
hereof, each Additional Tranche D Lender severally agrees to make an Additional
Tranche D Term Loan to the Company on the Closing Date in an amount equal to the
Additional Tranche D Term Loan Commitment of such Lender. The Additional Tranche
D Term Loans may from time to time be (a) Eurodollar Loans or (b) ABR Loans or
(c) a combination thereof, as determined by the Company and notified to the
Administrative Agent in accordance with subsections 8.1, 8.2 and 8.3; provided
on the Closing Date, the Additional Tranche D Term Loans shall be made as ABR
Loans. The Company and the Additional Tranche D Lenders agree that the Interest
Periods applicable to the Additional Tranche D Term Loan shall be determined by
the Administrative Agent in its reasonable discretion in consultation with the
Company without regard to the provisions of the definition of "Interest Period"
in subsection 1.1 or subsection 8.1(b) during the three months following the
Closing Date in order to conform the Interest Periods for the Additional Tranche
D Term Loans to the Interest Periods for the other Tranche D Term Loans.

      5.2 Repayment of Tranche D Term Loans. The Company shall continue to repay
the Tranche D Term Loans outstanding on the Closing Date (after giving effect to
the making of the Additional Tranche D Term Loans) ratably in the aggregate
principal amount set forth opposite each of the dates specified below:

                Date                                  Amount
                ----                                  ------

             March 31, 1999                          $1,788,700
             June 30, 1999                            1,788,700
             September 30, 1999                       1,788,700
             December 31, 1999                        1,788,700
             March 31, 2000                           1,788,700
             June 30, 2000                            1,788,700
             September 30, 2000                       1,788,700
             December 31, 2000                        1,788,700
             March 31, 2001                           1,788,700
             June 30, 2001                            1,788,700
             September 30, 2001                       1,788,700
             December 31, 2001                        1,788,700
             March 31, 2002                           1,788,700
             June 30, 2002                            1,788,700
             September 30, 2002                       1,788,700
<PAGE>

             December 31, 2002                        1,788,700
             March 31, 2003                           1,788,700
             June 30, 2003                            1,788,700
             September 30, 2003                       1,788,700
             December 31, 2003                        1,788,700
              31, 2004                                1,788,700
             June 30, 2004                            1,788,700
             September 30, 2004                      36,667,500
             December 31, 2004                       36,667,500
              31, 2005                               36,667,500
             June 30, 2005                           36,667,500
             September 30, 2005                      40,244,800
             December 31, 2005                      120,733,800

      5.3 Proceeds of Tranche D Term Loans. The Company acknowledges and
confirms that it has used the proceeds of the Tranche D Term Loans (other than
the Additional Tranche D Term Loans), together with the proceeds of the other
Term Loans and the Revolving Credit Loans, made on the Original Closing Date for
the Permitted Uses of Proceeds.

      5.4 Proceeds of Additional Tranche D Term Loans. The Company shall use the
proceeds of the Additional Tranche D Term Loans to make optional prepayments of
the Revolving Credit Loans and Acquisition Loans on the Closing Date as
permitted hereunder.

      SECTION 6. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS.

      6.1 Revolving Credit Commitments. (a) Each of the Company and each Lender
acknowledges and confirms that, as of the Original Closing Date, each Lender
agreed to extend credit, and subject to the terms and conditions hereof, each
Lender agrees to continue to extend credit, in an aggregate amount not to exceed
such Lender's Revolving Credit Commitment, to the Company from time to time on
any Borrowing Date during the Revolving Credit Commitment Period by purchasing
an L/C Participating Interest in each Letter of Credit issued by the Issuing
Lender and by making loans to the Company ("Revolving Credit Loans") from time
to time. Notwithstanding the foregoing, in no event shall (i) any Revolving
Credit Loan or Swing Line Loan be made, or any Letter of Credit be issued, if,
after giving effect to such making or issuance and the use of proceeds thereof
as irrevocably directed by the Company, the sum of the Aggregate Revolving
Credit Extensions of Credit and the aggregate outstanding principal amount of
the Swing Line Loans would exceed the aggregate Revolving Credit Commitments or
if subsection 6.7 would be violated thereby or (ii) any Revolving Credit Loan or
Swing Line Loan be made, or any Letter of Credit be issued, if the amount of
such Loan to be made or any Letter of Credit to be issued would, after giving
effect to the use of proceeds, if any, thereof, exceed the Available Revolving
Credit Commitments. During the Revolving Credit Commitment Period, the Company
may use the Revolving Credit Commitments by borrowing, prepaying the Revolving
Credit Loans or Swing Line Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof, and/or by having the Issuing
Lenders issue Letters of Credit, having such Letters of Credit expire undrawn
upon or if drawn upon, reimbursing the relevant Issuing Lender for such drawing,
and having the Issuing Lenders issue new Letters of Credit.

      (b) Each borrowing of Revolving Credit Loans pursuant to the
<PAGE>

Revolving Credit Commitments shall be in an aggregate principal amount of the
lesser of (i) $3,000,000, or a whole multiple of $1,000,000 in excess thereof,
and (ii) the Available Revolving Credit Commitments, except that any borrowing
of a Revolving Credit Loan to be used solely to pay a like amount of Swing Line
Loans may be in the aggregate principal amount of such Swing Line Loans.

      6.2 Proceeds of Revolving Credit Loans. The Company shall use the proceeds
of Revolving Credit Loans solely for (a) Permitted Uses of Proceeds, (b) making
payments to the Issuing Lender to reimburse the Issuing Lender for drawings made
under the Letters of Credit, (c) repaying Swing Line Loans and Revolving Credit
Loans after the Original Closing Date, (d) financing the general working capital
needs of the Company or any of its Subsidiaries, and (e) other general corporate
purposes of the Company or any of its Subsidiaries, including, without
limitation, to finance the purchase price of Permitted Acquisitions and
Permitted Joint Ventures and pay related fees and expenses, all in accordance
with the terms and conditions hereof.

      6.3 Issuance of Letters of Credit. (a) The Company may from time to time
request any Issuing Lender to issue a Letter of Credit, which may be either a
Standby L/C or a Commercial L/C, by delivering to the Administrative Agent at
its address specified in subsection 16.2 and the Issuing Lender an L/C
Application completed to the satisfaction of the Issuing Lender, together with
the proposed form of the Letter of Credit (which shall comply with the
applicable requirements of paragraph (b) below) and such other certificates,
documents and other papers and information as the Issuing Lender may reasonably
request; provided that if the Issuing Lender informs the Company that it is for
any reason unable to open such Letter of Credit, the Company may request another
Lender to open such Letter of Credit upon the same terms offered to the initial
Issuing Lender and if such other Lender agrees to issue such Letter of Credit
each reference to the Issuing Lender for purposes of the Credit Documents shall
be deemed to be a reference to such Lender.

      (b) Each Letter of Credit issued hereunder shall, among other things, (i)
be in such form requested by the Company as shall be acceptable to the Issuing
Lender in its sole discretion and (ii) have an expiry date, in the case of each
Standby L/C, other than Existing Letters of Credit, occurring not later than the
earlier of (w) 365 days after the date of issuance of such Standby L/C and (x)
the Revolving Credit Termination Date, and, in the case of each Commercial L/C,
occurring not later than the earlier of (y) 180 days after the date of issuance
of such Commercial L/C; provided, however, that at the request of the Company
and upon the consent, in its sole and absolute discretion, of the Issuing Lender
issuing such Commercial L/C, such date may be up to 360 days after the date of
issuance of such Commercial L/C and (z) the Revolving Credit Termination Date.
Each L/C Application and each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
New York.

      (c) The Existing Letters of Credit shall be deemed outstanding pursuant
to, and shall constitute "Letters of Credit" for all purposes of, this
Agreement. For purposes of each of the Series A and B Indenture and
<PAGE>

the Fulton Indenture, this Agreement shall be deemed to be a "Reimbursement
Agreement" as therein defined.

      (d) Notwithstanding anything to the contrary contained in this subsection
6.3, when the Issuing Lender shall make any payment under any Existing Letter of
Credit pursuant to a Tender Draft, the amount of such payment by the Issuing
Lender shall constitute a Revolving L/C Obligation by the Company, which shall
be repaid by the Company pursuant to subsection 6.6. Subject to all of the terms
and conditions set forth in this Agreement, upon receipt of notice of any such
payment by the Issuing Lender under an Existing Letter of Credit, the
Administrative Agent shall establish the appropriate Revolving L/C Obligation
effective on the date of the corresponding payment under such Existing Letter of
Credit.

      (e) Pursuant to the Bond Pledge Agreements, the Company has agreed that,
in accordance with the terms of the Indentures, Bonds purchased with the
proceeds of any Tender Draft and not remarketed on the date of such Tender Draft
shall be delivered by the respective Tender Agent to the Administrative Agent as
designee of the Issuing Bank, to be held by the Administrative Agent in pledge
as collateral securing the Revolving L/C Obligations arising from the purchase
of such Bonds with the proceeds of such Tender Draft until such time as all such
Revolving L/C Obligations have been paid in full. Bonds so delivered to the
Administrative Agent shall, at the request of the Administrative Agent, be
registered in the name of the Administrative Agent or its designee, as pledgee
of the Company, as provided in the applicable Bond Pledge Agreement.

      6.4 Participating Interests. Effective in the case of each Letter of
Credit opened by the Issuing Lender as of the date of the opening thereof, the
Issuing Lender agrees to allot and does allot, to itself and each other Lender,
and each Lender severally and irrevocably agrees to take and does take in such
Letter of Credit and the related L/C Application, an L/C Participating Interest
in a percentage equal to such Lender's Revolving Credit Commitment Percentage.

      6.5 Procedure for Opening Letters of Credit. Upon receipt of any L/C
Application from the Company in respect of a Letter of Credit, the Issuing
Lender will promptly notify the Administrative Agent thereof. The Issuing Lender
will process such L/C Application, and the other certificates, documents and
other papers delivered to the Issuing Lender in connection therewith, upon
receipt thereof in accordance with its customary procedures and, subject to the
terms and conditions hereof, shall promptly open such Letter of Credit by
issuing the original of such Letter of Credit to the beneficiary thereof and by
furnishing a copy thereof to the Company; provided that no such Letter of Credit
shall be issued (a) if the amount of such requested Letter of Credit, together
with the sum of (i) the aggregate unpaid amount of Revolving L/C Obligations
outstanding at the time of such request and (ii) the maximum aggregate amount
available to be drawn under all Letters of Credit outstanding at such time,
would exceed $90,000,000 or (b) if subsection 6.1 would be violated thereby.

      6.6 Payments in Respect of Letters of Credit. (a) The Company agrees
forthwith upon demand by the Issuing Lender and otherwise in accordance with the
terms of the L/C Application relating thereto (i) to
<PAGE>

reimburse the Issuing Lender, through the Administrative Agent, for any payment
made by the Issuing Lender under any Letter of Credit, including any payment
arising from the purchase of Bonds with the proceeds of a Tender Draft, and (ii)
to pay interest on any unreimbursed portion of any such payment from the date of
such payment until reimbursement in full thereof at a rate per annum equal to
(A) prior to the date which is one Business Day after the day on which the
Issuing Lender demands reimbursement from the Company for such payment, the ABR
plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and
(B) on such date and thereafter, the ABR plus the Applicable Margin for
Revolving Credit Loans which are ABR Loans plus 2%.

      (b) In the event that the Issuing Lender makes a payment under any Letter
of Credit and is not reimbursed in full therefor forthwith upon demand of the
Issuing Lender, and otherwise in accordance with the terms of the L/C
Application relating to such Letter of Credit, the Issuing Lender will promptly
notify each other Lender with a Revolving Credit Commitment through the
Administrative Agent. Forthwith upon its receipt of any such notice, each other
Lender with a Revolving Credit Commitment will transfer to the Issuing Lender,
through the Administrative Agent, in immediately available funds, an amount
equal to such other Lender's pro rata share of the Revolving L/C Obligation
arising from such unreimbursed payment. Upon its receipt from such other Lender
of such amount and a request of such Lender, the Issuing Lender will complete,
execute and deliver to such other Lender an L/C Participation Certificate dated
the date of such receipt and in such amount.

      (c) Whenever, at any time after the Issuing Lender has made a payment
under any Letter of Credit and has received from any other Lender such other
Lender's pro rata share of the Revolving L/C Obligation arising therefrom, the
Issuing Lender receives any reimbursement on account of such Revolving L/C
Obligation or any payment of interest on account thereof (including, as result
of any foreclosure or other exercise of remedies under any Bond Pledge
Agreement), the Issuing Lender will distribute to such other Lender, through the
Administrative Agent, its pro rata share thereof in like funds as received
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's participating interest was outstanding and
funded); provided that, in the event that the receipt by the Issuing Lender of
such reimbursement or such payment of interest (as the case may be) is required
to be returned, such other Lender will return to the Issuing Lender, through the
Administrative Agent, any portion thereof previously distributed by the Issuing
Lender to it in like funds as such reimbursement or payment is required to be
returned by the Issuing Lender.

      6.7 Swing Line Commitment. (a) Subject to the terms and conditions hereof,
Chase agrees to make swing line loans (individually, a "Swing Line Loan";
collectively, the "Swing Line Loans") to the Company from time to time during
the Revolving Credit Commitment Period in an aggregate principal amount at any
one time outstanding not to exceed $25,000,000; provided that at no time may the
sum of the aggregate outstanding principal amount of the Swing Line Loans and
the Aggregate Revolving Credit Extensions of Credit exceed the Revolving Credit
Commitments. Amounts borrowed by the Company under this subsection may be
<PAGE>

repaid and, through but excluding the Revolving Credit Termination Date,
reborrowed. The Swing Line Loans shall be ABR Loans, and shall not be entitled
to be converted into Eurodollar Loans. The Company shall give Chase irrevocable
notice (which notice must be received by Chase prior to 12:00 Noon, New York
City time) on the requested Borrowing Date specifying the amount of each
requested Swing Line Loan, which shall be in the minimum amount of $500,000 or a
whole multiple thereof. The proceeds of each Swing Line Loan will be made
available by Chase to the Company by crediting the account of the Company at
Chase with such proceeds. The proceeds of Swing Line Loans may be used solely
for the purposes referred to in subsection 6.2.

      (b) Chase at any time in its sole and absolute discretion may, and on the
thirtieth day (or if such day is not a Business Day, the next Business Day)
after the Borrowing Date with respect to any Swing Line Loans shall, on behalf
of the Company (which hereby irrevocably directs Chase to act on its behalf),
request each Lender, including Chase, to make a Revolving Credit Loan (which
shall be initially an ABR Loan) in an amount equal to such Lender's Revolving
Credit Commitment Percentage of the amount of such Swing Line Loans (the
"Refunded Swing Line Loans") outstanding on the date such notice is given.
Unless any of the events described in paragraph (f) of Section 14 shall have
occurred (in which event the procedures of paragraph (c) of this subsection
shall apply) each Lender shall make the proceeds of its Revolving Credit Loan
available to Chase for the account of Chase at the office of Chase located at
270 Park Avenue, New York, New York 10017 prior to 12:00 Noon (New York City
time) in funds immediately available on the Business Day next succeeding the
date such notice is given. The proceeds of such Revolving Credit Loans shall be
immediately applied to repay the Refunded Swing Line Loans.

      (c) If prior to the making of a Revolving Credit Loan pursuant to
paragraph (b) of this subsection one of the events described in paragraph (f) of
Section 14 shall have occurred, each Lender will, on the date such Loan would
otherwise have been made, purchase an undivided participating interest in the
Refunded Swing Line Loans in an amount equal to its Revolving Credit Commitment
Percentage of such Refunded Swing Line Loans. Each Lender will immediately
transfer to Chase, in immediately available funds, the amount of its
participation and upon receipt thereof Chase will deliver to such Lender a Swing
Line Loan Participation Certificate dated the date of receipt of such funds and
in such amount.

      (d) Whenever, at any time after Chase has received from any Lender such
Lender's participating interest in a Swing Line Loan, Chase receives any payment
on account thereof, Chase will distribute to such Lender its participating
interest in such amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender's participating
interest was outstanding and funded) in like funds as received; provided,
however, that in the event that such payment received by Chase is required to be
returned, such Lender will return to Chase any portion thereof previously
distributed by Chase to it in like funds as such payment is required to be
returned by Chase.

      6.8 Participations. Each Lender's obligation to purchase participating
interests pursuant to subsection 6.4 and clauses (b) and (c)
<PAGE>

of subsection 6.7 is absolute and unconditional as set forth in subsection 8.16.

      SECTION 7. AMOUNT AND TERMS OF ACQUISITION LOAN COMMITMENTS.

      7.1 Acquisition Loan Commitments. (a) Subject to the terms and conditions
hereof, each Lender agrees to extend credit, in an aggregate amount not to
exceed such Lender's Acquisition Loan Commitment, to the Company from time to
time on any Borrowing Date during the Acquisition Loan Commitment Period by
making loans to the Company ("Acquisition Loans") from time to time.
Notwithstanding the foregoing, in no event shall any Acquisition Loan be made if
after giving effect to such making and the use of proceeds thereof as
irrevocably directed by the Company, the aggregate then outstanding principal
amount of Acquisition Loans would exceed the aggregate Acquisition Loan
Commitments. During the Acquisition Loan Commitment Period, the Company may use
the Acquisition Loan Commitments by borrowing, prepaying the Acquisition Loans
in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.

      (b) Each borrowing of Acquisition Loans pursuant to the Acquisition Loan
Commitments shall be in an aggregate principal amount of the lesser of (i)
$5,000,000, or a whole multiple of $1,000,000 in excess thereof, and (ii) the
Available Acquisition Loan Commitments.

      7.2 Mandatory Reduction of Acquisition Loan Commitments. On each
anniversary of the Original Closing Date set forth on Schedules 7.2(a) and 7.2
(b), (a) Extended Acquisition Loan Commitments shall automatically be
permanently reduced to, and each Lender's Extended Acquisition Loan Commitment
shall be permanently reduced to an amount equal to such Lender's Acquisition
Loan Commitment Percentage of the amount set forth on Schedule 7.2(a) and (b)
Non-Extended Acquisition Loan Commitments shall automatically be permanently
reduced to, and each Lender's Non-Extended Acquisition Loan Commitment shall be
permanently reduced to an amount equal to such Lender's Acquisition Loan
Commitment Percentage of the amount set forth on Schedule 7.2(b); provided,
however, if prior to any of the dates specified in Schedules 7.2(a) or 7.2(b),
the Acquisition Loan Commitment shall have been permanently reduced pursuant to
subsection 8.4 or 8.6 to an amount less than the amount to which the Acquisition
Loan Commitment is required to be reduced on such date pursuant to such
Schedules, the Acquisition Loan Commitments shall as of such date be such lesser
amount. If at the time of any such mandatory reduction of the Acquisition Loan
Commitments, the aggregate principal amount of the Acquisition Loans then
outstanding exceeds the Acquisition Loan Commitments as so reduced on such date,
the Company shall on such date prepay the Acquisition Loans in the amount of
such excess, together with accrued interest thereon to the date of payment.

      7.3 Proceeds of Acquisition Loans. The Company acknowledges and confirms
its agreement to use the proceeds of Acquisition Loans solely for purposes of
financing Permitted Acquisitions and Permitted Joint Ventures, including to
finance the purchase price thereof and to refinance any Indebtedness assumed or
being repaid or repurchased in connection therewith, including the upfront
payment and any buy-out or termination
<PAGE>

payments associated with any lease by the Company or a Subsidiary of a Hospital,
or any investment in working capital following a Permitted Acquisition or
Permitted Joint Venture, and to pay related fees and expenses.

      SECTION 8. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT.

      8.1 Procedure for Borrowing by the Company. (a) The Company may borrow
under the Commitments on any Working Day, if the borrowing is of Eurodollar
Loans, or on any Business Day, if the borrowing is of ABR Loans. With respect to
the borrowings to take place on the Closing Date, the Company shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, on the Closing
Date). With respect to any subsequent borrowings, the Company shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 12:00 Noon, New York City time, (i) three Working
Days prior to the requested Borrowing Date if all or any part of the Loans are
to be Eurodollar Loans and (ii) one Business Day prior to the requested
Borrowing Date if the borrowing is to be solely of ABR Loans) specifying (A) the
amount of the borrowing, (B) whether such Loans are initially to be Eurodollar
Loans or ABR Loans, or a combination thereof, (C) if the borrowing is to be
entirely or partly Eurodollar Loans, the length of the Interest Period for such
Eurodollar Loans, (D) if the borrowing is to be made after the Closing Date, the
amount of such borrowing to be constituted by Revolving Credit Loans and/or
Acquisition Loans and (E) if the borrowing is to be made on the Closing Date,
the amount of such borrowing to be constituted by Additional Tranche D Term
Loans and/or Revolving Credit Loans. Upon receipt of such notice the
Administrative Agent shall promptly notify each Lender (which notice shall in
any event be delivered to each Lender by 4:00 P.M., New York City time, on such
date). Not later than 12:00 Noon, New York City time, on the Borrowing Date
specified in such notice, each Lender shall make available to the Administrative
Agent at the office of the Administrative Agent specified in subsection 16.2 (or
at such other location as the Administrative Agent may direct) an amount in
immediately available funds equal to the amount of the Loan to be made by such
Lender. Subject to subsection 6.7(b) and any irrevocable direction of the
Company pursuant to subsection 6.1(a), loan proceeds received by the
Administrative Agent hereunder shall promptly be made available to the Company
by the Administrative Agent's crediting the account of the Company, at the
office of the Administrative Agent specified in subsection 16.2, with the
aggregate amount actually received by the Administrative Agent from the Lenders
and in like funds as received by the Administrative Agent.

      (b) Any borrowing of Eurodollar Loans by the Company hereunder shall be in
such amounts and be made pursuant to such elections so that, after giving effect
thereto, (i) the aggregate principal amount of all Eurodollar Loans having the
same Interest Period shall not be less than $3,000,000, or a whole multiple of
$1,000,000 in excess thereof, and (ii) no more than ten Interest Periods shall
be in effect at any one time with respect to Eurodollar Loans which are Tranche
A Term Loans, Tranche B Term
<PAGE>

Loans, Tranche C Term Loans or Tranche D Term Loans, respectively, and no more
than five Interest Periods shall be in effect at any one time with respect to
Eurodollar Loans which are Revolving Credit Loans or Acquisition Loans.

      8.2 Repayment of Loans; Evidence of Debt. (a) The Company hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender (i) the then unpaid principal amount of each Revolving Credit Loan
of such Lender on the Revolving Credit Termination Date (or such earlier date on
which the Revolving Credit Loans become due and payable pursuant to Section 14),
(ii) the then unpaid principal amount of each Acquisition Loan of such Lender on
the Acquisition Loan Termination Date (or such earlier date on which the
Acquisition Loans become due and payable pursuant to Section 14) and (iii) the
principal amount of the Term Loan of such Lender, in accordance with the
applicable amortization schedule set forth in subsections 2.2, 3.2, 4.2 and 5.2
(or the then unpaid principal amount of such Term Loans, on the date that any or
all of the Term Loans become due and payable pursuant to Section 14). The
Company hereby further agrees to pay interest on the unpaid principal amount of
the Loans from time to time outstanding from the date hereof until payment in
full thereof at the rates per annum, and on the dates, set forth in subsection
8.7.

      (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Company to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.

      (c) The Administrative Agent shall maintain the Register pursuant to
subsection 16.6(f), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Loan made hereunder, the Type thereof and each
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Company to each Lender
hereunder and (iii) both the amount of any sum received by the Administrative
Agent hereunder from the Company and each Lender's share thereof.

      (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to subsection 8.2(b) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Company therein recorded; provided, however, that the failure
of any Lender or the Administrative Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of
the Company to repay (with applicable interest) the Loans made to such Company
by such Lender in accordance with the terms of this Agreement.

      (e) The Company agrees that, upon the request to the Company and the
Administrative Agent by any Lender, the Company will execute and deliver to such
Lender (i) a promissory note of the Company evidencing the Revolving Credit
Loans of such Lender, substantially in the form of Exhibit A-5 with appropriate
insertions as to date and principal amount (a "Revolving Credit Note"), (ii) a
promissory note of the Company evidencing
<PAGE>

the Swing Line Loans of such Lender, substantially in the form of Exhibit A-6
with appropriate insertions as to date and principal amount (a "Swing Line
Note"), (iii) a promissory note of the Company evidencing the Acquisition Loans
of such Lender, substantially in the form of Exhibit A-7 with appropriate
insertions as to date and principal amount (an "Acquisition Loan Note"), (iv) a
promissory note of the Company evidencing the Tranche A Term Loan of such
Lender, substantially in the form of Exhibit A-1 with appropriate insertions as
to date and principal amount (a "Tranche A Term Note"), (v) a promissory note of
the Company evidencing the Tranche B Term Loan of such Lender, substantially in
the form of Exhibit A-2 with appropriate insertions as to date and principal
amount (a "Tranche B Term Note"), (vi) a promissory note of the Company
evidencing the Tranche C Term Loan of such Lender, substantially in the form of
Exhibit A-3 with appropriate insertions as to date and principal amount (a
"Tranche C Term Note") and/or (vii) a promissory note of the Company evidencing
the Tranche D Term Loan of such Lender, substantially in the form of Exhibit A-4
with appropriate insertions as to date and principal amount (a "Tranche D Term
Note").

      8.3 Conversion Options. The Company may elect from time to time to convert
Eurodollar Loans into ABR Loans by giving the Administrative Agent irrevocable
notice of such election, to be received by the Administrative Agent prior to
12:00 Noon, New York City time, at least three Working Days prior to the
proposed conversion date, provided that any such conversion of Eurodollar Loans
shall only be made on the last day of an Interest Period with respect thereto.
The Company may elect from time to time to convert all or a portion of the ABR
Loans (other than Swing Line Loans) then outstanding to Eurodollar Loans by
giving the Administrative Agent irrevocable notice of such election, to be
received by the Administrative Agent prior to 12:00 Noon, New York City time, at
least three Working Days prior to the proposed conversion date, specifying the
Interest Period selected therefor, and, if no Default or Event of Default has
occurred and is continuing, such conversion shall be made on the requested
conversion date or, if such requested conversion date is not a Working Day, on
the next succeeding Working Day. Upon receipt of any notice pursuant to this
subsection 8.3, the Administrative Agent shall promptly, but in any event by
4:00 P.M., New York City time, notify each Lender thereof. All or any part of
the outstanding Loans (other than Swing Line Loans) may be converted as provided
herein, provided that partial conversions of Loans shall be in the aggregate
principal amount of $3,000,000, or a whole multiple of $1,000,000 in excess
thereof, and the aggregate principal amount of the resulting Eurodollar Loans
outstanding in respect of any one Interest Period shall be at least $3,000,000
or a whole multiple of $1,000,000 in excess thereof.

      8.4 Changes of Commitment Amounts. (a) The Company shall have the right,
upon not less than three Business Days' notice to the Administrative Agent, to
terminate or, from time to time, reduce the Revolving Credit Commitments and/or
the Acquisition Loan Commitments subject to the provisions of this subsection
8.4. To the extent, if any, that the sum of the amount of the Revolving Credit
Loans, Swing Line Loans, and Revolving L/C Obligations then outstanding and the
amounts available to be drawn under outstanding Letters of Credit exceeds the
amount of the Revolving Credit Commitments as then reduced, the Company shall be
required to make a
<PAGE>

prepayment equal to such excess amount, the proceeds of which shall be applied
first, to payment of the Swing Line Loans then outstanding, second, to payment
of the Revolving Credit Loans then outstanding, third, to payment of any
Revolving L/C Obligations then outstanding, and last, to cash collateralize any
outstanding Letters of Credit on terms reasonably satisfactory to the
Administrative Agent. Any such termination of the Revolving Credit Commitments
shall be accompanied by prepayment in full of the Revolving Credit Loans, Swing
Line Loans and Revolving L/C Obligations then outstanding and by cash
collateralization of any outstanding Letter of Credit on terms reasonably
satisfactory to the Administrative Agent. Upon termination of the Revolving
Credit Commitments any Letter of Credit then outstanding which has been so cash
collateralized shall no longer be considered a "Letter of Credit", as defined in
subsection 1.1 and any L/C Participating Interests heretofore granted by the
Issuing Lender to the Lenders in such Letter of Credit shall be deemed
terminated (subject to automatic reinstatement in the event that such cash
collateral is returned and the Issuing Lender is not fully reimbursed for any
such L/C Obligations) but the Letter of Credit fees payable under subsection
8.11 shall continue to accrue to the Issuing Lender (or, in the event of any
such automatic reinstatement, as provided in subsection 8.11) with respect to
such Letter of Credit until the expiry thereof. To the extent, if any, that the
amount of the Acquisition Loans then outstanding exceeds the amount of the
Acquisition Loan Commitments as then reduced, the Company shall be required to
make a prepayment of Acquisition Loans equal to such excess amount.

      (b) Interest accrued on the amount of any partial prepayment pursuant to
this subsection 8.4 to the date of such partial prepayment shall be paid on the
Interest Payment Date next succeeding the date of such partial prepayment. In
the case of the termination of the Revolving Credit Commitments and/or the
Acquisition Loan Commitments, interest accrued on the amount of any prepayment
relating thereto and any unpaid commitment fee accrued hereunder shall be paid
on the date of such termination. Any such partial reduction of the Revolving
Credit Commitments and/or the Acquisition Loan Commitments shall be in an amount
of $3,000,000 or a whole multiple of $1,000,000 in excess thereof, and shall
reduce permanently the Revolving Credit Commitments and/or the Acquisition Loan
Commitments then in effect.

      8.5 Optional Prepayments. The Company may at any time and from time to
time prepay Loans, in whole or in part, without premium or penalty, upon at
least one Business Days' irrevocable notice to the Administrative Agent in the
case of ABR Loans and two Working Days' irrevocable notice to the Administrative
Agent in the case of Eurodollar Loans and specifying the date and amount of
prepayment; provided that Eurodollar Loans prepaid on other than the last day of
any Interest Period with respect thereto shall be prepaid subject to the
provisions of subsection 8.21. Upon receipt of such notice the Administrative
Agent shall promptly notify each Lender thereof. If such notice is given, the
Company shall make such prepayment, and the payment amount specified in such
notice shall be due and payable, on the date specified therein. Accrued interest
on any Notes or on the amount of any Loans paid in full pursuant to this
subsection 8.5 shall be paid on the date of such prepayment. Accrued interest on
the amount of any partial prepayment shall be paid on the Interest Payment Date
next
<PAGE>

succeeding the date of such partial prepayment. Partial prepayments shall be in
an aggregate principal amount equal to the lesser of (A) $2,500,000 or a whole
multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal
amount of the applicable Loans, as the case may be. Any amount prepaid on
account of Term Loans may not be reborrowed. Partial prepayments of the Term
Loans pursuant to this subsection 8.5 shall be applied as set forth in
subsection 8.6(c).

      8.6 Mandatory Prepayments. (a) Subject to the provisions of paragraphs (c)
and (d) below, following any issuance of debt obligations of the Company or any
of its Subsidiaries (other than Indebtedness of the Company or any of its
Subsidiaries permitted to be issued under subsection 13.2), an amount equal to
100% of the net proceeds of such debt issuance shall, unless the Company and the
Required Lenders otherwise agree, be applied by the Company in the following
order of priority, except as such order of priority may be modified by agreement
of the Company and the Required Application Lenders: first, to the ratable
prepayment of the Term Loans (in the manner set forth in subsection 8.6(c)) and
the Acquisition Loans (with any such prepayments of Acquisition Loans
permanently reducing the Acquisition Loan Commitments in the amount thereof) and
second, to permanently reduce the Revolving Credit Commitments in the manner set
forth in subsection 8.4(a) (and, to the extent that the Aggregate Revolving
Credit Extensions of Credit plus the then outstanding principal amount of the
Swing Line Loans exceed the Revolving Credit Commitments as so reduced, such net
proceeds shall be applied to the prepayment of the Revolving Credit Loans and
the Swing Line Loans and the cash collateralization of the Letters of Credit in
accordance with subsection 8.4 in an amount equal to such excess).

      (b) Subject to paragraphs (c) and (d) below, following the consummation of
any Asset Sale by the Company or any of its Subsidiaries, in the case of cash
proceeds, and following receipt of cash proceeds representing payments under
notes or other securities received in connection with any non-cash consideration
obtained in connection with such Asset Sale, an amount equal to 100% of the Net
Proceeds of such Asset Sale shall, unless the Company and the Required Lenders
otherwise agree, be applied by the Company in the following order of priority,
except as such order of priority may be modified by agreement of the Company and
the Required Application Lenders, first, to the ratable prepayment of the Term
Loans (in the manner set forth in subsection 8.6(c)) and the Acquisition Loans
(with any such prepayments of Acquisition Loans permanently reducing the
Acquisition Loan Commitments in the amount thereof) and second, to permanently
reduce the Revolving Credit Commitments in the manner set forth in subsection
8.4(a) (and, to the extent that the Aggregate Revolving Credit Extensions of
Credit exceed the Revolving Credit Commitments as so reduced, such cash proceeds
shall be applied to the prepayment of the Revolving Credit Loans and the cash
collateralization of the Letters of Credit in an amount equal to such excess in
accordance with subsection 8.4).

      (c) Partial prepayments of the Term Loans pursuant to subsection 8.5 or
8.6 shall be applied first, to the installments thereof scheduled to be paid
during the next twelve months after the date of such prepayment, in the order
that such installments are scheduled to be paid, and second, to
<PAGE>

the remaining installments on a pro rata basis. Subject to clause first of the
immediately preceding sentence and the third succeeding sentence, prepayments
applicable to the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C
Term Loans and the Tranche D Term Loans shall be made on a pro rata basis based
on the aggregate amount of such Term Loans then outstanding. With respect to any
optional prepayment pursuant to subsection 8.5, at any time prior to the date of
such prepayment, any holder of Tranche B Term Loans, Tranche C Term Loans or
Tranche D Term Loans may notify the Company and the Administrative Agent that
such holder of Tranche B Term Loans, Tranche C Term Loans or Tranche D Term
Loans elects not to have such optional prepayment applied to such Tranche B Term
Loans, Tranche C Term Loans or Tranche D Term Loans pursuant to this subsection
8.6(c). Any such notice given by any such holder of Tranche B Term Loans,
Tranche C Term Loans or Tranche D Term Loans shall become effective on the date
three Business Days after the date received by the Company and the
Administrative Agent and shall remain in effect until the date three Business
Days after the date on which the Company and the Administrative Agent receive a
notice of revocation from such holder. If any such holder of a Tranche B Term
Loan, Tranche C Term Loan or Tranche D Term Loan shall have so elected not to
have optional prepayments applied to such Tranche B Term Loan, Tranche C Term
Loan or Tranche D Term Loan, the amount of such optional prepayment which would
have been applied to such Tranche B Term Loans, Tranche C Term Loans or Tranche
D Term Loans shall be instead applied, first, ratably, to the Tranche A Term
Loans and the Acquisition Loans (with any such prepayments of Acquisition Loans
permanently reducing the Acquisition Loan Commitments in the amount thereof),
second, to the Tranche B Term Loans, Tranche C Term Loans and Tranche D Term
Loans held by any holder which has not made an election pursuant to this
subsection 8.6(c), pro rata in accordance with the principal amounts held by
such holders, and third, to the other Tranche B Term Loans, Tranche C Term Loans
and Tranche D Term Loans, pro rata in accordance with the principal amount
thereof, and

      (d)(i) Immediately upon receipt by the Company or any of its Subsidiaries
of any cash proceeds relating to any Asset Sale or other transaction described
in paragraph (a) or (b) above, the Company shall apply such cash proceeds (less
the aggregate amount of any reasonable underwriter's commissions and discounts,
placement agency fees and expenses, financial advisory fees and expenses,
accounting and legal fees and expenses, and other fees and expenses, in each
case relating to, and payable at the closing of, the transaction or transactions
resulting in such cash proceeds ("Closing Transaction Fees")) to prepay the
Revolving Credit Loans (or to the extent there are no Revolving Credit Loans
outstanding or the Company would not, as determined by the Company in good
faith, be permitted to reborrow Revolving Credit Loans as contemplated in this
subsection 8.6(d), such cash proceeds (less Closing Transaction Fees) shall be
delivered to the Administrative Agent to be held by it on behalf of the Lenders
until the calculations required to be made pursuant to clause (ii) hereof have
been reported to the Administrative Agent) and any such prepaid amounts may not
be reborrowed until the calculations required to be made pursuant to clause (ii)
hereof have been reported to the Administrative Agent.

      (ii) Within five days following the receipt by the Company or any of its
Subsidiaries of such cash proceeds, the Company shall calculate the
<PAGE>

anticipated net proceeds of any debt issuance or the anticipated amount of Net
Proceeds of any Asset Sale and shall report such calculation to the
Administrative Agent.

      (iii) Subject to the terms and conditions hereunder, after the Company has
reported such calculations to the Administrative Agent, the Company shall
immediately borrow Revolving Credit Loans, or apply from the cash proceeds
delivered to the Administrative Agent pursuant to clause (i) of this subsection
8.6(c), in an aggregate amount equal to the lesser of (A) 80% of the anticipated
net proceeds of such debt issuance or 80% of the anticipated amount of Net
Proceeds of such Asset Sale or (B) 50% of the cash proceeds used to prepay
Revolving Credit Loans or delivered to the Administrative Agent pursuant to
clause (i) of this subsection 8.6(c), and the proceeds of such Revolving Credit
Loans or such application shall immediately be used by the Company to prepay an
equal amount of the Term Loans and Acquisition Loans in accordance with this
subsection 8.6.

      (iv) Within 30 days following the receipt by the Company or any of its
Subsidiaries of such cash proceeds, the Company shall apply an amount equal to
(A) 100% of the net proceeds (in the case of a debt issuance) or 100% of the Net
Proceeds of an Asset Sale less (B) any amount used to prepay the Term Loans and
Acquisition Loans pursuant to clause (iii) hereof, to prepay the Loans and
permanently reduce the Acquisition Loan Commitments and the Revolving Credit
Commitments in the order set forth in paragraph (a) or (b) above, as applicable,
and the Administrative Agent shall remit to the Company the remainder, if any,
of any funds delivered to the Administrative Agent pursuant to clause (i) of
this subsection 8.6(c) therefor. For purposes of this subsection 8.6(c), the net
proceeds of any transaction (other than an Asset Sale) giving rise to a required
prepayment shall be determined in accordance with the definition of "Net
Proceeds" in subsection 1.1, with appropriate changes.

      (e) Upon receipt by the Administrative Agent of the amounts required to be
paid pursuant to clause (i) of paragraph (d) above from any Asset Sale
consisting of the sale of all of the shares of capital stock of any Subsidiary
Guarantor (or, upon receipt by the Company or its Subsidiaries of such amounts
as are permitted to be retained in accordance with clause (g) of this subsection
8.6), (1) the obligations of such Subsidiary Guarantor under its Guarantee shall
automatically be discharged and released without any further action by the
Administrative Agent, the Co-Agents or any Lender, and (2) the Administrative
Agent, the Co-Agents and the Lenders will, upon the request of the Company,
execute and deliver any instrument or other document in a form acceptable to the
Administrative Agent which may reasonably be required to evidence such discharge
and release.

      (f) Upon receipt by the Administrative Agent of the amounts required to be
paid pursuant to clause (i) of paragraph (d) above from any Asset Sale
consisting of the sale of shares of capital stock of any Subsidiary Guarantor or
any Subsidiary of the Company (or, upon receipt by the Company or its
Subsidiaries of such amounts as are permitted to be retained in accordance with
clause (g) of this subsection 8.6), (1) the Administrative Agent shall release
to the Company, without representation, warranty or recourse, express or
implied, those of such shares of capital
<PAGE>

stock of such Subsidiary Guarantor or Subsidiary held by it as Pledged Stock (as
defined in the Company Pledge Agreement) and (2) the Administrative Agent, the
Co-Agents and the Lenders will, upon the request of the Company, execute and
deliver any instrument or other document in a form acceptable to the
Administrative Agent which may reasonably be required to evidence such release.

      (g) Notwithstanding anything to the contrary contained in this subsection
8.6, so long as no Default or Event of Default has occurred or is continuing or
would result therefrom, the Company may elect, by notice to the Administrative
Agent, to retain, without compliance with respect thereto with any of the
provisions of this subsection 8.6, up to $20,000,000 in the aggregate of (i) net
proceeds from debt issuances and (ii) Net Proceeds from Asset Sales occurring
after the Closing Date which the Company would otherwise be required to apply to
prepayment of the Term Loans and the reduction of the Acquisition Loan
Commitments and Revolving Credit Commitments, and the Term Loans need not be
prepaid nor the Acquisition Loan Commitments and Revolving Credit Commitments
reduced by such amount.

      (h) The Company shall give the Administrative Agent (which shall promptly
notify each Lender) at least one Business Day's notice of each prepayment
pursuant to subsection 8.5 setting forth the date and amount thereof.
Prepayments of Eurodollar Loans pursuant to this subsection 8.6, if not on the
last day of the Interest Period with respect thereto, shall, at the Company's
option, as long as no Default or Event of Default has occurred and is
continuing, be prepaid subject to the provisions of subsection 8.21 or such
prepayment (after application to any ABR Loans, in the case of prepayments by
the Company) shall be deposited with the Administrative Agent as cash collateral
for such Eurodollar Loans on terms reasonably satisfactory to the Administrative
Agent and thereafter shall be applied to the prepayment of the Eurodollar Loans
on the last day of the respective Interest Periods for such Eurodollar Loans
next ending most closely to the date of receipt of such Net Proceeds. After such
application, unless a Default or an Event of Default shall have occurred and be
continuing, any remaining interest earned on such cash collateral shall be paid
to the Company.

      (i) Upon the Revolving Credit Termination Date the Company shall, with
respect to each then outstanding Letter of Credit, if any, either (i) cause such
Letter of Credit to be cancelled without such Letter of Credit being drawn upon
or (ii) collateralize the Revolving L/C Obligations with respect to such Letter
of Credit with a letter of credit issued by banks or a bank satisfactory to the
Administrative Agent on terms satisfactory to the Administrative Agent.

      (j) Upon consummation by the Company or any Subsidiary of a Permitted
Minority Interest Transfer, (i) the Administrative Agent shall release to the
Company, without representation, warranty or recourse, those shares of capital
stock of the Subsidiary that are the subject of such Permitted Minority Interest
Transfer as permitted in clauses (1) and (2) of subsection 8.6(f) and shall
release any Pledged Note theretofore pledged, provided that the conditions set
forth in clause (a)(iii) and (iv) of the definition of Permitted Minority
Interest Subsidiaries shall have been
<PAGE>

satisfied, and (ii) if such Subsidiary whose shares are the subject of such
Permitted Minority Interest Transfer is a Subsidiary Guarantor, the obligations
of such Subsidiary under its Subsidiary Guarantee shall automatically be
discharged and released as provided in clauses (1) and (2) of subsection 8.6(e)
above.

      8.7 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear
interest for each day during each Interest Period with respect thereto on the
unpaid principal amount thereof at a rate per annum equal to the Eurodollar Rate
determined for such Interest Period plus the Applicable Margin.

      (b) ABR Loans shall bear interest for the period from and including the
date thereof until maturity thereof on the unpaid principal amount thereof at a
rate per annum equal to the ABR plus the Applicable Margin.

      (c) If all or a portion of (i) the principal amount of any of the Loans or
(ii) any interest payable thereon shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall,
without limiting the rights of the Lenders under Section 14, bear interest at a
rate per annum which is (x) in the case of overdue principal, 2% above the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this subsection (provided that for all purposes of determining the Applicable
Margin, the Applicable Level shall be deemed to be Level 1) or (y) in the case
of overdue interest, 2% above the rate described in paragraph (b) of this
subsection for Revolving Credit Loans (provided that for purposes of this
paragraph (c), the Applicable Level shall be deemed to be Level 1), in each case
from the date of such nonpayment until such amount is paid in full (as well
after as before judgment).

      (d) Interest shall be payable in arrears on each Interest Payment Date;
provided that interest accruing pursuant to paragraph (c) of this subsection
shall be payable on demand by the Administrative Agent made at the request of
the Required Lenders.

      8.8 Computation of Interest and Fees. (a) Interest in respect of ABR Loans
at any time the ABR is calculated based on the Prime Rate and all fees hereunder
shall be calculated on the basis of a 365 or 366, as the case may be, day year
for the actual days elapsed. Interest in respect of Eurodollar Loans and ABR
Loans at any time the ABR is not calculated based on the Prime Rate shall be
calculated on the basis of a 360 day year for the actual days elapsed. The
Administrative Agent shall as soon as practicable notify the Company and the
Lenders of each determination of a Eurodollar Rate. Any change in the interest
rate on a Loan resulting from a change in the ABR shall become effective as of
the opening of business on the day on which such change in the ABR becomes
effective. The Administrative Agent shall as soon as practicable notify the
Company and the Lenders of the effective date and the amount of each such
change.

      (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Company and the Lenders in the absence of manifest error.
<PAGE>

The Administrative Agent shall, at the request of the Company, deliver to the
Company a statement showing the quotations used by the Administrative Agent in
determining the Eurodollar Rate.

      8.9 Commitment Fees. The Company agrees to pay to the Administrative
Agent, for the account of each Lender, a commitment fee from and including the
Closing Date to but excluding the later of the Revolving Credit Termination Date
and the Acquisition Loan Termination Date on the sum of such Lender's Available
Revolving Credit Commitment and Available Acquisition Loan Commitment
outstanding from time to time, at the rate per annum for each day during the
period for which payment is made set forth opposite the Applicable Margin in
effect for Revolving Credit Loans which are Eurodollar Loans on such day,
whether or not there are any such Eurodollar Loans outstanding on such day:

                    Eurodollar
                 Applicable Margin
                   for Revolving
                    Credit Loans                     Commitment Fee
                    ------------                     --------------

                       2.50%                             .500%
                       2.25%                             .500%
                       2.00%                             .375%
                       1.75%                             .375%
                       1.50%                             .375%

The commitment fee provided for in this subsection 8.9 shall be payable
quarterly in arrears on the last day of each fiscal quarter and on the
Revolving Credit Termination Date with respect to the Available Revolving
Credit Commitments and on the Acquisition Loan Termination Date with
respect to the Available Acquisition Loan Commitments.

      8.10 Certain Fees. The Company agrees to pay to the Administrative Agent
for its own account a non-refundable agent's fee of $600,000 in respect of the
period from the Original Closing Date to the first anniversary thereof and of
$500,000 in respect of each annual period thereafter, which fee shall be payable
in equal quarterly installments in advance on the Original Closing Date in
respect of the quarter in which the Original Closing Date occurs (prorated for
the period from the Original Closing Date to the end of such quarter) and on the
last day of each , June, September and December thereafter (pro rated for the
quarterly installment paid immediately prior to the first anniversary of the
Original Closing Date based on the $600,000 amount for the period from the
scheduled date of payment of such quarterly installment to such first
anniversary and based on the $500,000 amount for the remainder of the quarterly
period for which such payment is made).

      8.11 Letter of Credit Fees. (a) In lieu of any letter of credit
commissions and fees provided for in any L/C Application relating to Letters of
Credit (other than standard administrative issuance, amendment and negotiation
fees), the Company agrees to pay the Administrative Agent a Letter of Credit
fee, for the account of the Issuing Lender and the
<PAGE>

Participating Lenders, (i) with respect to each Standby L/C, on the average
outstanding amount available to be drawn under each Standby L/C at a rate per
annum equal to the Applicable Margin for Revolving Credit Loans which are
Eurodollar Loans in effect at such time, whether or not there are any such
Eurodollar Loans outstanding at such time, payable in arrears, on the last day
of each fiscal quarter of the Company and on the Revolving Credit Termination
Date and (ii) with respect to each Commercial L/C, on the aggregate face amount
of each Commercial L/C at a rate equal to the Applicable Margin for Revolving
Credit Loans which are Eurodollar Loans in effect at such time, whether or not
there are any such Eurodollar Loans outstanding at such time, payable on the
date such Commercial L/C is issued.

      In addition, the Company shall pay to the Issuing Lender, other than with
respect to the issuance of the Existing Letters of Credit, (i) with respect to
each Standby L/C, in arrears on the last day of each fiscal quarter of the
Company and on the Revolving Credit Termination Date with respect to the
Revolving Credit Commitments, a fee to be agreed with the applicable Issuing
Lender but not greater than 2 of 1% per annum on the average outstanding amount
available to be drawn under such Standby L/C, solely for its own account as
Issuing Lender of such Standby L/C and not on account of its L/C Participating
Interest therein and (ii) with respect to each Commercial L/C, on the date such
Commercial L/C is issued, a fee to be agreed with the applicable Issuing Lender
but not greater than 2 of 1% on the aggregate face amount of such Commercial
L/C, solely for its own account as Issuing Lender of such Commercial L/C and not
on account of its L/C Participating Interest therein.

      (b) In connection with any payment of fees pursuant to this subsection
8.11, the Administrative Agent agrees to provide to the Company a statement of
any such fees so paid; provided that the failure by the Administrative Agent to
provide the Company with any such invoice shall not relieve the Company of its
obligation to pay such fees.

      8.12 Letter of Credit Reserves. (a) If any Change in Law after the date of
this Agreement shall either (i) impose, modify, deem or make applicable any
reserve, special deposit, assessment or similar requirement against letters of
credit issued by the Issuing Lender or (ii) impose on the Issuing Lender any
other condition regarding this Agreement or any Letter of Credit, and the result
of any event referred to in clause (i) or (ii) above shall be to increase the
cost to the Issuing Lender of issuing or maintaining any Letter of Credit (which
increase in cost shall be the result of the Issuing Lender's reasonable
allocation of the aggregate of such cost increases resulting from such events),
then, upon demand by the Issuing Lender, the Company shall immediately pay to
the Issuing Lender, from time to time as specified by the Issuing Lender,
additional amounts which shall be sufficient to compensate the Issuing Lender
for such increased cost, together with interest on each such amount from the
date demanded until payment in full thereof at a rate per annum equal to the ABR
plus the Applicable Margin for Revolving Credit ABR Loans. A certificate
submitted by the Issuing Lender to the Company concurrently with any such demand
by the Issuing Lender, shall be conclusive, absent manifest error, as to the
amount thereof.
<PAGE>

      (b) In the event that at any time after the date hereof any Change in Law
with respect to the Issuing Lender shall, in the opinion of the Issuing Lender,
require that any obligation under any Letter of Credit be treated as an asset or
otherwise be included for purposes of calculating the appropriate amount of
capital to be maintained by the Issuing Lender or any corporation controlling
the Issuing Lender, and such Change in Law shall have the effect of reducing the
rate of return on the Issuing Lender's or such corporation's capital, as the
case may be, as a consequence of the Issuing Lender's obligations under such
Letter of Credit to a level below that which the Issuing Lender or such
corporation, as the case may be, could have achieved but for such Change in Law
(taking into account the Issuing Lender's or such corporation's policies, as the
case may be, with respect to capital adequacy) by an amount deemed by the
Issuing Lender to be material, then from time to time following notice by the
Issuing Lender to the Company of such Change in Law, within 15 days after demand
by the Issuing Lender, the Company shall pay to the Issuing Lender such
additional amount or amounts as will compensate the Issuing Lender or such
corporation, as the case may be, for such reduction. If the Issuing Lender
becomes entitled to claim any additional amounts pursuant to this subsection
8.12(b), it shall promptly notify the Company of the event by reason of which it
has become so entitled. A certificate submitted by the Issuing Lender to the
Company concurrently with any such demand by the Issuing Lender, shall be
conclusive, absent manifest error, as to the amount thereof.

      (c) The Company agrees that the provisions of the foregoing paragraphs (a)
and (b) and the provisions of each L/C Application providing for reimbursement
or payment to the Issuing Lender in the event of the imposition or
implementation of, or increase in, any reserve, special deposit, capital
adequacy or similar requirement in respect of the Letter of Credit relating
thereto shall apply equally to each Participating Lender in respect of its L/C
Participating Interest in such Letter of Credit, as if the references in such
paragraphs and provisions referred to, where applicable, such Participating
Lender or any corporation controlling such Participating Lender.

      8.13 Further Assurances. The Company hereby agrees, from time to time, to
do and perform any and all acts and to execute any and all further instruments
reasonably requested by the Issuing Lender to effect more fully the purposes of
this Agreement and the issuance of Letters of Credit hereunder. The Company
further agrees to execute any and all instruments reasonably requested by the
Issuing Lender in connection with the obtaining and/or maintaining of any
insurance coverage applicable to any Letters of Credit.

      8.14 Obligations Absolute. The payment obligations of the Company under
this Agreement with respect to the Letters of Credit shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including, without limitation, the following
circumstances:

            (i) the existence of any claim, set-off, defense or other right
      which the Company or any of its Subsidiaries may have at any time against
      any beneficiary, or any transferee, of any Letter of Credit
<PAGE>

      (or any Persons for whom any such beneficiary or any such transferee may
      be acting), the Issuing Lender, the Administrative Agent, any Co-Agent or
      any Lender, or any other Person, whether in connection with this
      Agreement, the Related Documents, any Credit Documents, the transactions
      contemplated herein, or any unrelated transaction;

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

            (iii) payment by the Issuing Lender under any Letter of Credit
      against presentation of a draft or certificate which does not comply with
      the terms of such Letter of Credit, except where such payment constitutes
      gross negligence or wilful misconduct on the part of the Issuing Lender;
      or

            (iv) any other circumstances or happening whatsoever, whether or not
      similar to any of the foregoing, except for any such circumstances or
      happening constituting gross negligence or wilful misconduct on the part
      of the Issuing Lender.

      8.15 Assignments. No Participating Lender's participation in any Letter of
Credit or any of its rights or duties hereunder shall be subdivided, assigned or
transferred (other than in connection with a transfer of part or all of such
Participating Lender's Revolving Credit Commitment in accordance with subsection
16.6) without the prior written consent of the Issuing Lender, which consent
will not be unreasonably withheld. Such consent may be given or withheld without
the consent or agreement of any other Participating Lender. Notwithstanding the
foregoing, a Participating Lender may subparticipate its L/C Participating
Interest without obtaining the prior written consent of the Issuing Lender.

      8.16 Participations. Each Lender's obligation to purchase participating
interests pursuant to subsections 6.4 and 6.7(c) shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right
which such Lender may have against the Issuing Lender, the Company, HoldCo or
any other Person for any reason whatsoever; (ii) the occurrence or continuance
of a Default or an Event of Default; (iii) any adverse change in the condition
(financial or otherwise) of the Company; (iv) any breach of this Agreement by
the Company or any other Lender; or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.

      8.17 Inability to Determine Interest Rate for Eurodollar Loans. In the
event that the Administrative Agent shall have determined (which determination
shall be conclusive and binding upon the Company) that (a) by reason of
circumstances affecting the interbank eurodollar market generally, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for any
Interest Period with respect to (i) proposed Loans that the Company has
requested be made as Eurodollar Loans, (ii) any Eurodollar Loans that will
result from the requested conversion of all or part of ABR Loans into Eurodollar
Loans or (iii) the continuation of any
<PAGE>

Eurodollar Loan as such for an additional Interest Period, (b) the Eurodollar
Rate determined or to be determined for any Interest Period will not adequately
and fairly reflect the cost to Lenders constituting the Required Lenders of
making or maintaining their affected Eurodollar Loans during such Interest
Period by reason of circumstances affecting the interbank eurodollar market
generally or (c) dollar deposits in the relevant amount and for the relevant
period with respect to any such Eurodollar Loan are not available to any of the
Lenders in their respective Eurodollar Lending Offices' interbank eurodollar
market, the Administrative Agent shall forthwith give notice of such
determination, confirmed in writing, to the Company and the Lenders at least one
day prior to, as the case may be, the requested Borrowing Date, the conversion
date or the last day of such Interest Period. If such notice is given, (i) any
requested Eurodollar Loans shall be made as ABR Loans, (ii) any ABR Loans that
were to have been converted to Eurodollar Loans shall be continued as ABR Loans,
and (iii) any outstanding Eurodollar Loans shall be converted, on the last day
of the then current Interest Period applicable thereto, into ABR Loans. Until
such notice has been withdrawn by the Administrative Agent, no further
Eurodollar Loans shall be made and no ABR Loans shall be converted to Eurodollar
Loans.

      8.18 Pro Rata Treatment and Payments. (a) Each borrowing of any Loans
(other than Swing Line Loans) by the Company from the Lenders, each payment by
the Company on account of any fee hereunder (other than as set forth in
subsections 8.10 and 8.11) and any reduction of the Revolving Credit Commitments
or Acquisition Loan Commitments of the Lenders hereunder shall be made pro rata
according to the relevant Commitment Percentages of the Lenders. Each payment
(including each prepayment) by the Company on account of principal of and
interest on the Loans (other than Swing Line Loans and other than as set forth
in subsections 8.6, 8.19, 8.20 and 8.21) shall be made pro rata according to the
relevant Commitment Percentages of the Lenders. All payments (including
prepayments) to be made by the Company on account of principal, interest and
fees shall be made without set-off or counterclaim and shall be made to the
Administrative Agent, for the account of the Lenders, at the Administrative
Agent's office located at 270 Park Avenue, New York, New York 10017, in lawful
money of the United States of America and in immediately available funds. The
Administrative Agent shall promptly distribute such payments ratably to each
Lender in like funds as received. If any payment hereunder (other than payments
on Eurodollar Loans) becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest thereon shall be payable at the then
applicable rate during such extension. If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Working Day, the maturity thereof
shall be extended to the next succeeding Working Day and, with respect to
payments of principal, interest thereon shall be payable at the then applicable
rate during such extension unless the result of such extension would be to
extend such payment into another calendar month in which event such payment
shall be made on the immediately preceding Working Day.

      (b) Unless the Administrative Agent shall have been notified in writing by
any Lender prior to a Borrowing Date that such Lender will not make the amount
which would constitute its relevant Commitment Percentage
<PAGE>

of the borrowing on such date available to the Administrative Agent, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on such Borrowing Date in accordance with subsection
8.1 and the Administrative Agent may, in reliance upon such assumption, make
available to the Company a corresponding amount. If such amount is made
available to the Administrative Agent by such Lender on a date after such
Borrowing Date, such Lender shall pay to the Administrative Agent on demand an
amount equal to the product of (i) the daily average Federal funds rate during
such period as quoted by the Administrative Agent, times (ii) the amount of such
Lender's relevant Commitment Percentage of such borrowing, times (iii) a
fraction the numerator of which is the number of days that elapse from and
including such Borrowing Date to the date on which such Lender's relevant
Commitment Percentage of such borrowing shall have become immediately available
to the Administrative Agent and the denominator of which is 360. A certificate
of the Administrative Agent submitted to any Lender with respect to any amounts
owing under this subsection 8.18(b) shall be conclusive, absent manifest error.
If such Lender's relevant Commitment Percentage of such borrowing is not in fact
made available to the Administrative Agent by such Lender within three Business
Days of such Borrowing Date, the Administrative Agent shall be entitled to
recover such amount with interest thereon at the rate per annum applicable to
ABR Loans hereunder, on demand, from the Company without prejudice to any rights
which the Company or the Administrative Agent may have against such Lender
hereunder. Nothing contained in this subsection 8.18(b) shall relieve any Lender
which has failed to make available its ratable portion of any borrowing
hereunder from its obligation to do so in accordance with the terms hereof.

      (c) The failure of any Lender to make the Loan to be made by it on any
Borrowing Date shall not relieve any other Lender of its obligation, if any,
hereunder to make its Loan on such Borrowing Date, but no Lender shall be
responsible for the failure of any other Lender to make the Loan to be made by
such other Lender on such Borrowing Date.

      (d) All payments and prepayments (other than mandatory prepayments as set
forth in subsection 8.6 and other than prepayments as set forth in subsection
8.20 with respect to increased costs) of Eurodollar Loans hereunder shall be in
such amounts and be made pursuant to such elections so that, after giving effect
thereto, the aggregate principal amount of all Eurodollar Loans with the same
Interest Period shall not be less than $3,000,000 or a whole multiple of
$1,000,000 in excess thereof.

      (e) Each Lender, Assignee and Participant that is not a citizen or
resident of the United States of America, a corporation, partnership or other
entity created or organized in or under the laws of the United States of
America, or any estate or trust that is subject to U.S. federal income taxation
regardless of the source of its income (a "Non-U.S. Lender") shall deliver to
the Company and the Administrative Agent, and if applicable, the assigning
Lender (or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) on or before the date on which it
becomes a party to this Agreement (or, in the case of a Participant, on or
before the date on which such Participant purchases the related participation)
either:
<PAGE>

            (A) (x) two duly completed and signed copies of either Internal
      Revenue Service Form 1001 (relating to such Non-U.S. Lender and entitling
      it to a complete exemption from withholding of U.S. Taxes on all amounts
      to be received by such Non-U.S. Lender pursuant to this Agreement and the
      other Credit Documents) or Form 4224 (relating to all amounts to be
      received by such Non-U.S. Lender pursuant to this Agreement and the other
      Credit Documents), or successor and related applicable forms, as the case
      may be, and (y) two duly completed and signed copies of Internal Revenue
      Service Form W-8 or W-9, or successor and related applicable forms, as the
      case may be; or

            (B) in the case of a Non-U.S. Lender that is not a "bank" within the
      meaning of Section 881(c)(3)(A) of the Code and that does not comply with
      the requirements of clause (A) hereof, (x) a statement in the form of
      Exhibit H (or such other form of statement as shall be reasonably
      requested by the Company from time to time) to the effect that such
      Non-U.S. Lender is eligible for a complete exemption from withholding of
      U.S. Taxes under Code Section 871(h) or 881(c), and (y) two duly completed
      and signed copies of Internal Revenue Service Form W-8 or successor and
      related applicable forms (it being understood and agreed that no
      Participant and, without the prior written consent of the Company
      described in clause (C) of the proviso to the first sentence of subsection
      16.6(c), no Assignee shall be entitled to deliver any forms or statements
      pursuant to this clause (B), but rather shall be required to deliver forms
      pursuant to clause (A) of this subsection 8.18(e)).

Each Non-U.S. Lender that delivers a statement in the form of Exhibit H (or such
other form of statement as shall have been requested by the Company) agrees that
it shall hold only Qualified Non-U.S. Lender Notes and that it shall be the sole
beneficial and record owner of all Qualified Non-U.S. Lender Notes held by it.
Further, each Non-U.S. Lender agrees (i) to deliver to the Company and the
Administrative Agent, and if applicable, the assigning Lender (or, in the case
of a Participant, to the Lender from which the related participation shall have
been purchased) two further duly completed and signed copies of such Forms 1001,
4224, W-8 or W-9, as the case may be, or successor and related applicable forms,
on or before the date that any such form expires or becomes obsolete and
promptly after the occurrence of any event requiring a change from the most
recent form(s) previously delivered by it to the Company (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) in accordance with applicable U.S. laws and regulations, (ii) in the
case of a Non-U.S. Lender that delivers a statement in the form of Exhibit H (or
such other form of statement as shall have been requested by the Company), to
deliver to the Company and the Administrative Agent, and if applicable, the
assigning Lender, such statement on an annual basis on the anniversary of the
date on which such Non-U.S. Lender became a party to this Agreement and to
deliver promptly to the Company and the Administrative Agent, and if applicable,
the assigning Lender, such additional statements and forms as shall be
reasonably requested by the Company from time to time, and (iii) to notify
promptly the Company and the Administrative Agent (or, in the case of a
Participant, the Lender from which the related participation shall have been
purchased) if it is no longer able to deliver, or if it is required to withdraw
or cancel, any
<PAGE>

form or statement previously delivered by it pursuant to this subsection
8.18(e). Each Non-U.S. Lender agrees to indemnify and hold harmless the Company
from and against any taxes, penalties, interest or other costs or losses
(including, without limitation, reasonable attorneys' fees and expenses)
incurred or payable by the Company as a result of the failure of the Company to
comply with its obligations to deduct or withhold any U.S. Taxes from any
payments made pursuant to this Agreement to such Non-U.S. Lender or the
Administrative Agent which failure resulted from the Company's reliance on any
form, statement, certificate or other information provided to it by such
Non-U.S. Lender pursuant to clause (B) or clause (ii) of this subsection
8.18(e). The Company hereby agrees that for so long as a Non-U.S. Lender
complies with this subsection 8.18(e), the Company shall not withhold any
amounts from any payments made pursuant to this Agreement to such Non-U.S.
Lender, unless the Company reasonably determines that it is required by law to
withhold or deduct any amounts from any payments made to such Non-U.S. Lender
pursuant to this Agreement. Notwithstanding any other provision of this
subsection 8.18(e), a Non-U.S. Lender shall not be required to deliver any form
or statement pursuant to the immediately preceding sentences in this subsection
8.18(e) that such Non-U.S. Lender is not legally able to deliver (it being
understood and agreed that the Company shall withhold or deduct such amounts
from any payments made to such Non-U.S. Lender that the Company reasonably
determines are required by law). If any Credit Party other than the Company
makes any payment to any Non-U.S. Lender under any Credit Document, the
foregoing provisions of this subsection 8.18(e) shall apply to such Non-U.S.
Lender and such Credit Party as if such Credit Party were the Company (but a
Non-U.S. Lender shall not be required to provide any form or make any statement
to any such Credit Party unless such Non-U.S. Lender has received a request to
do so from such Credit Party and has a reasonable time to comply with such
request).

      8.19 Illegality. Notwithstanding any other provisions herein, if any
Requirement of Law or any change therein or in the interpretation or application
thereof occurring after the date that any lender becomes a Lender party to this
Agreement shall make it unlawful for such Lender to make or maintain Eurodollar
Loans as contemplated by this Agreement, the commitment of such Lender hereunder
to make Eurodollar Loans or to convert all or a portion of ABR Loans into
Eurodollar Loans shall forthwith be cancelled and such Lender's Loans then
outstanding as Eurodollar Loans, if any, shall, if required by law and if such
Lender so requests, be converted automatically to ABR Loans on the date
specified by such Lender in such request. To the extent that such affected
Eurodollar Loans are converted into ABR Loans, all payments of principal which
would otherwise be applied to such Eurodollar Loans shall be applied instead to
such Lender's ABR Loans. The Company hereby agrees promptly to pay any Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
any costs incurred by such Lender in making any conversion in accordance with
this subsection 8.19 including, but not limited to, any interest or fees payable
by such Lender to lenders of funds obtained by it in order to make or maintain
its Eurodollar Loans hereunder (such Lender's notice of such costs, as certified
to the Company through the Administrative Agent, to be conclusive absent
manifest error).

      8.20 Requirements of Law. (a) In the event that, at any time
<PAGE>

after the date hereof, the adoption of any Requirement of Law, or any change
therein or in the interpretation or application thereof or compliance by any
Lender with any request or directive (whether or not having the force of law)
from any central bank or other Governmental Authority:

            (i) does or shall subject any Lender to any tax of any kind
      whatsoever with respect to this Agreement, any Note or any Eurodollar
      Loans made by it, or change the basis of taxation of payments to such
      Lender of principal, interest or any other amount payable hereunder
      (except for changes in the rate of tax on the overall net income of such
      Lender), it being understood and agreed that, in the case of a Non-U.S.
      Lender that does not comply with clause (A) of subsection 8.18(e), this
      clause (i) shall apply only to the extent that it would have applied if
      such Non-U.S. Lender were able to comply with clause (A) of subsection
      8.18(e);

            (ii) does or shall impose, modify or hold applicable any reserve,
      special deposit, compulsory loan or similar requirement against assets
      held by, or deposits or other liabilities in or for the account of,
      advances or loans by, or other credit extended by, or any other
      acquisition of funds by, any office of such Lender which are not otherwise
      included in the determination of the Eurodollar Rate; or

            (iii) does or shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender of
making, converting, renewing or maintaining advances or extensions of credit or
to reduce any amount receivable hereunder, in each case, in respect of its
Eurodollar Loans, then, in any such case, the Company, shall promptly pay such
Lender, on demand, any additional amounts necessary to compensate such Lender on
an after-tax basis for such additional cost or reduced amount receivable which
such Lender deems to be material as determined by such Lender with respect to
such Eurodollar Loans together with interest on each such amount from the date
demanded until payment in full thereof at a rate per annum equal to the ABR plus
the Applicable Margin for Revolving Credit Loans which are ABR Loans.

      (b) In the event that at any time after the date hereof any Change in Law
with respect to any Lender shall, in the opinion of such Lender, require that
any Commitment of such Lender be treated as an asset or otherwise be included
for purposes of calculating the appropriate amount of capital to be maintained
by such Lender or any corporation controlling such Lender, and such Change in
Law shall have the effect of reducing the rate of return on such Lender's or
such corporation's capital, as the case may be, as a consequence of such
Lender's obligations hereunder to a level below that which such Lender or such
corporation, as the case may be, could have achieved but for such Change in Law
(taking into account such Lender's or such corporation's policies, as the case
may be, with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time following notice by such Lender to the
Company of such Change in Law as provided in paragraph (c) of this subsection
8.20, within 15 days after demand by such Lender, the Company shall pay to such
Lender such additional amount or amounts as will compensate such Lender or such
<PAGE>

corporation, as the case may be, on an after-tax basis for such reduction.

      (c) If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection 8.20, it shall promptly notify the Company through
the Administrative Agent, of the event by reason of which it has become so
entitled. If any Lender has notified the Company through the Administrative
Agent of any increased costs pursuant to paragraph (a) of this subsection 8.20,
the Company at any time thereafter may, upon at least two Working Days' notice
to the Administrative Agent (which shall promptly notify the Lenders thereof),
and subject to subsection 8.21, prepay or convert into ABR Loans all (but not a
part) of the Eurodollar Loans then outstanding. Each Lender agrees that, upon
the occurrence of any event giving rise to the operation of paragraph (a) of
this subsection 8.20 with respect to such Lender, it will, if requested by the
Company, and to the extent permitted by law or by the relevant Governmental
Authority, endeavor in good faith to avoid or minimize the increase in costs or
reduction in payments resulting from such event (including, without limitation,
endeavoring to change its Eurodollar Lending Office); provided, however, that
such avoidance or minimization can be made in such a manner that such Lender, in
its sole determination, suffers no economic, legal or regulatory disadvantage.
If any Lender has notified the Company, through the Administrative Agent, of any
increased costs pursuant to paragraph (b) of this subsection 8.20, the Company
at any time thereafter may, upon at least three Business Days' notice to the
Administrative Agent (which shall promptly notify the Lender thereof), and
subject to subsection 8.21, reduce or terminate the Revolving Credit Commitments
in accordance with subsection 8.4.

      (d) A certificate submitted by such Lender, through the Administrative
Agent, to the Company shall be conclusive in the absence of manifest error. The
covenants contained in this subsection 8.20 shall survive the termination of
this Agreement and repayment of the outstanding Loans.

      8.21 Indemnity. The Company agrees to indemnify each Lender and to hold
such Lender harmless from any loss or expense which such Lender may sustain or
incur as a consequence of (a) default by the Company in payment of the principal
amount of or interest on any Eurodollar Loans of such Lender, including, but not
limited to, any such loss or expense arising from interest or fees payable by
such Lender to lenders of funds obtained by it in order to make or maintain its
Eurodollar Loans hereunder, (b) default by the Company in making a borrowing of
Eurodollar Loans after the Company has given a notice in accordance with
subsection 8.1 or in making a conversion of ABR Loans to Eurodollar Loans after
the Company has given notice in accordance with subsection 8.3 or in continuing
Eurodollar Loans for an additional Interest Period after the Company has given a
notice in accordance with clause (b) of the definition of Interest Period, (c)
default by the Company in making any prepayment of Eurodollar Loans after the
Company has given a notice in accordance with subsection 8.5 or (d) a payment or
prepayment of a Eurodollar Loan or conversion of any Eurodollar Loan into an ABR
Loan, in either case on a day which is not the last day of an Interest Period
with respect thereto, including, but not limited to, any such loss or expense
arising from interest or fees payable by such Lender to lenders of funds
obtained by it in order to maintain its Eurodollar
<PAGE>

Loans hereunder. This covenant shall survive termination of this Agreement and
payment of the outstanding Obligations.

      SECTION 9. [INTENTIONALLY OMITTED]

      SECTION 10. REPRESENTATIONS AND WARRANTIES

      In order to induce the Lenders to enter into this Agreement and to make or
continue to make the Loans and to induce the Issuing Lenders to issue, and the
Participating Lenders to participate in, the Letters of Credit, the Company
hereby represents and warrants to each Lender, each Co-Agent and the
Administrative Agent, (i) on and as of the date hereof and (ii) on the date of
each Loan made or Letter of Credit issued thereafter, that (and, for purposes of
this Agreement, HoldCo shall be deemed to be a party to the Subordinated Note to
the extent HoldCo has obligations thereunder):

      10.1 Financial Condition. (a) The audited consolidated balance sheets of
the Company and its Subsidiaries at December 31, 1998 and the related
consolidated statements of income, retained earnings and cash flows for the
fiscal years ended on such dates, reported on by Deloitte & Touche LLP, copies
of each of which have heretofore been furnished to each Lender, fairly present
in all material respects (except, with respect to interim reports, for normal
year-end adjustments) the consolidated financial position of the Company and its
Subsidiaries as at such date, and the consolidated results of their operations
and cash flows for the fiscal period then ended, in accordance with GAAP
consistently applied throughout the periods involved (except as noted therein).

      (b) Since December 31, 1998 (i) there have not been any events or states
of fact which individually or in the aggregate would have a Material Adverse
Effect, and (ii) no change has occurred or is threatened which individually or
in the aggregate has had or is continuing to have a material adverse effect on
the prospects of the Company and its Subsidiaries taken as a whole.

      10.2 Corporate Existence; Compliance with Law. Each Credit Party and its
Subsidiaries (a) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, (b) has the
corporate power and authority and the legal right to own and operate its
property, to lease the property it operates and to conduct the business in which
it is currently engaged, except to the extent that the failure to possess such
corporate power and authority and such legal right would not, in the aggregate,
have a Material Adverse Effect, (c) is duly qualified as a foreign corporation
and in good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification, except where the failure to be so qualified would not have a
Material Adverse Effect and (d) is in compliance with all applicable
Requirements of
<PAGE>

Law (including, without limitation, occupational safety and health, health care,
pension, certificate of need, Medicare, Medicaid, insurance fraud or similar
law, the Comprehensive Environmental Response, Compensation and Liability Act,
any so-called "Superfund" or "Superlien" law, or any applicable federal, state,
local or other statute, law, ordinance, code, rule, regulation, order or decree
regulating, relating to, or imposing liability or standards of conduct
concerning, any Materials of Environmental Concern), except to the extent that
the failure to comply therewith would not, in the aggregate, have a Material
Adverse Effect.

      10.3 Corporate Power; Authorization. Each Credit Party has the corporate
power and authority and the legal right to make, deliver and perform the Credit
Documents to which it is a party; the Company has the corporate power and
authority and legal right to borrow hereunder, to have Letters of Credit issued
for its account hereunder and to perform its obligations under the Subordinated
Note; and HoldCo has the corporate power and authority and legal right to make
and maintain the Subordinated Loan. Each Credit Party has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Credit Documents to which it is a party and (a) in case of the Company, to
authorize the borrowings hereunder, the issuance of Letters of Credit for its
account hereunder and to perform its obligations under the Subordinated Note,
and (b) in case of HoldCo, to make and maintain the Subordinated Loan. No
consent or authorization of, or filing with, any Person (including, without
limitation, any Governmental Authority) is required in connection with the
execution, delivery or performance by any Credit Party, or the validity or
enforceability against any Credit Party, of any Credit Document and the
Subordinated Note to the extent that it is a party thereto, or the guarantee of
the Obligations pursuant to the Guarantees, or the making or maintaining of the
Subordinated Loan by HoldCo.

      10.4 Enforceable Obligations. Each of the Credit Documents and the
Subordinated Note has been duly executed and delivered on behalf of each Credit
Party party thereto and each of such Credit Documents and the Subordinated Note
constitutes the legal, valid and binding obligation of such Credit Party,
enforceable against such Credit Party in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law).

      10.5 No Legal Bar. The performance of each Credit Document and the
Subordinated Note, the guarantee of the Obligations pursuant to the Guarantees,
the use of the proceeds of the Loans and of drawings under the Letters of Credit
and the making of the Subordinated Loan will not violate any Requirement of Law
or any Contractual Obligation applicable to or binding upon any Credit Party,
any of its Subsidiaries or any of its properties or assets, which violations,
individually or in the aggregate, would have a material adverse effect on the
ability of such Credit Party to perform its obligations under the Credit
Documents or the Subordinated Note to the extent that it is a party thereto, or
which would give rise to any liability on the part of the Administrative Agent
or any Lender, or which would have a Material Adverse Effect, and will not
result in the creation
<PAGE>

or imposition (or the obligation to create or impose) of any Lien (other than
any Liens created pursuant to the Credit Documents) on any of its or their
respective properties or assets pursuant to any Requirement of Law applicable to
it or them, as the case may be, or any of its or their Contractual Obligations.

      10.6 No Material Litigation. No litigation or investigation known to the
Company through receipt of written notice or proceeding of or by any
Governmental Authority or any other Person is pending against any Credit Party
or any of its Subsidiaries, (a) with respect to the validity, binding effect or
enforceability of any Credit Document or the Subordinated Note, or with respect
to the Loans made hereunder, the use of proceeds thereof or of any drawings
under a Letter of Credit, the making of the Subordinated Loan, the issuance of
the Subordinated Note and the other transactions contemplated hereby or thereby,
or (b) except as disclosed on Schedule 10.6 hereto, which would have a Material
Adverse Effect or a material adverse effect on the validity or enforceability of
this Agreement, any of the Notes or any of the other Credit Documents or the
rights and remedies of the Administrative Agent or the Lenders hereunder or
thereunder.

      10.7 Investment Company Act. Neither any Credit Party nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company" (as each of the quoted terms is defined or used in the
Investment Company Act of 1940, as amended).

      10.8 Federal Regulation. No part of the proceeds of any of the Loans or
any drawing under a Letter of Credit will be used for any purpose which
violates, or which would be inconsistent with, the provisions of Regulation G,
T, U or X of the Board. Neither the Company nor any of its Subsidiaries is
engaged or will engage, principally or as one of its important activities, in
the business of extending credit for the purpose of "purchasing" or "carrying"
any "margin stock" within the respective meanings of each of the quoted terms
under said Regulation U.

      10.9 No Default. Neither the Company nor any of its Subsidiaries is in
default in the payment or performance of any of its or their Contractual
Obligations in any respect which would have a Material Adverse Effect. Neither
the Company nor any of its Subsidiaries is in default under any order, award or
decree of any Governmental Authority or arbitrator binding upon or affecting it
or them or by which any of its or their properties or assets may be bound or
affected in any respect which would have a Material Adverse Effect, and no such
order, award or decree would materially adversely affect the ability of the
Company and its Subsidiaries taken as a whole to carry on their businesses as
presently conducted or the ability of any Credit Party to perform its
obligations under any Credit Document or the Subordinated Note to which it is a
party.

      10.10 No Burdensome Restrictions. Neither the Company nor any of its
Subsidiaries is a party to or is bound by any Contractual Obligation or subject
to any Requirement of Law or other corporate restriction which would have a
Material Adverse Effect.

      10.11 Taxes. Each of the Company and its Subsidiaries has filed or caused
to be filed or has timely requested an extension to file or has
<PAGE>

received an approved extension to file all tax returns which, to the knowledge
of the Company, are required to have been filed, and has paid all taxes shown to
be due and payable on said returns or extension requests or on any assessments
made against it or any of its property and all other taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority
(other than those the amount or validity of which is currently being contested
in good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided in the books of the Company or its
Subsidiaries, as the case may be), except any such filings or taxes, fees or
charges, the making of or the payment of which, or the failure to make or pay,
would not have a Material Adverse Effect; and, to the knowledge of the Company,
no claims are being asserted with respect to any such taxes, fees or other
charges (other than those the amount or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided in the books of the Company
or its Subsidiaries, as the case may be), except as to any such taxes, fees or
other charges, the payment of which, or the failure to pay, would not have a
Material Adverse Effect.

      10.12 Subsidiaries. The Subsidiaries of the Company listed on Schedule
10.12(a) constitute all of the Domestic Subsidiaries of the Company and the
Subsidiaries listed on Schedule 10.12(b) constitute all of the Foreign
Subsidiaries of the Company as of the Closing Date.

      10.13 Ownership of Property; Liens. Except as set forth in the Merger
Agreement, the Company and each of its Subsidiaries has good and marketable
title to, or valid and subsisting leasehold interests in, all its respective
material real property, and good title to all its respective material other
property, and none of such property is subject, except as permitted hereunder,
to any Lien (including, without limitation, and subject to subsection 13.3
hereof, Federal, state and other tax liens).

      10.14 ERISA. No "prohibited transaction" (as defined in Section 406 of
ERISA or Section 4975 of the Code) or "accumulated funding deficiency" (as
defined in Section 302 of ERISA) or Reportable Event (other than a Reportable
Event with respect to which the 30-day notice requirement under Section 4043 of
ERISA has been waived) has occurred during the five years preceding each date on
which this representation is made or deemed made with respect to any Plan in any
case the consequences of which would have a Material Adverse Effect. The present
value of all accrued benefits under each Single Employer Plan maintained by the
Company or a Commonly Controlled Entity (based on those assumptions used to fund
such Plan) did not, as of the most recent annual valuation date in respect of
each such Plan, exceed the fair market value of the assets of the Plan
(including for these purposes accrued but unpaid contributions) allocable to
such benefits by an amount that would have a Material Adverse Effect. The
liability to which the Company or any Commonly Controlled Entity would become
subject under ERISA if the Company or any such Commonly Controlled Entity were
to withdraw completely from all Multiemployer Plans as of the valuation date
most closely preceding the date hereof would not have a Material Adverse Effect.
No Multiemployer Plan is either in Reorganization or Insolvent in any case the
consequences of which would have a Material Adverse Effect.
<PAGE>

      10.15 Environmental Matters. Except as disclosed in the Merger Agreement,
to the Company's knowledge:

            (a) The Properties do not contain any Materials of Environmental
      Concern in concentrations which constitute a violation of, or would
      reasonably be expected to give rise to liability under, Environmental Laws
      that would have a Material Adverse Effect.

            (b) The Properties and all operations at the Properties are in
      compliance with all applicable Environmental Laws, except for failure to
      be in compliance that would not have a Material Adverse Effect, and there
      is no contamination at, under or about the Properties that would have a
      Material Adverse Effect.

            (c) Neither the Company nor any of its Subsidiaries has received any
      written notice of violation, alleged violation, non-compliance, liability
      or potential liability regarding environmental matters or compliance with
      Environmental Laws with regard to the Properties that would have a
      Material Adverse Effect, nor does the Company have knowledge that any such
      action is being contemplated, considered or threatened.

            (d) There are no judicial proceedings or governmental or
      administrative actions pending or threatened under any Environmental Law
      to which the Company or any Subsidiary is or will be named as a party with
      respect to the Properties that would have a Material Adverse Effect, nor
      are there any consent decrees or other decrees, consent orders,
      administrative orders or other orders under any Environmental Law with
      respect to the Properties that would have a Material Adverse Effect.

      10.16 Year 2000 Matters. The costs (the "Y2K Costs") incurred and to be
incurred by the Company and its Subsidiaries for any reprogramming required (or
for replacing equipment where such reprogramming is not feasible) to permit the
proper functioning (but only to the extent that such proper functioning would
otherwise be impaired by the occurrence of the year 2000) in and following the
year 2000 of computer systems and other equipment containing embedded
microchips, in either case owned or operated by the Company or any of its
Subsidiaries or used or relied upon in the conduct of their business (including
any such systems and other equipment supplied by others or with which the
computer systems of the Company or any of its Subsidiaries interface), and the
testing of all such systems and other equipment as so reprogrammed (or
replaced), will be completed prior to the end of the 1999 fiscal year of the
Company, except to the extent that the failure to complete the same would not
reasonably be expected to have a Material Adverse Effect. The Y2K Costs to the
Company and its Subsidiaries that have not been incurred as of December 31, 1998
for such reprogramming and testing and for the other reasonably foreseeable
consequences to them of any improper functioning of other computer systems and
equipment containing embedded microchips due to the occurrence of the year 2000
would not reasonably be expected to have a Material Adverse Effect.

      SECTION 11. CONDITIONS PRECEDENT
<PAGE>

      11.1 Conditions to Additional Tranche D Term Loans. The effectiveness of
this Agreement and the obligation of each Lender to make Additional Tranche D
Term Loans on the Closing Date are subject to the satisfaction, or waiver by the
Lenders, immediately prior to or concurrently with the effectiveness of this
Agreement, of the following conditions precedent:

            (a) Required Lender Approval. The Administrative Agent shall have
      received this Agreement duly executed and delivered by the Required
      Lenders, the Additional Tranche D Term Loan Lenders, the Company and
      HoldCo.

            (b) Acknowledgment of Guarantees and Pledge Agreements. The
      Administrative Agent shall have received Acknowledgments, subsequently in
      the form of Exhibit J-1, duly executed and delivered by the Company, in
      the form of Exhibit J-2, duly executed and delivered by HoldCo, and in the
      form of Exhibit J-3, duly executed and delivered by each Subsidiary
      Guarantor.

            (c) Legal Opinions. The Administrative Agent shall have received,
      dated the Closing Date and addressed to the Administrative Agent and the
      Lenders, an opinion of Fried, Frank, Harris, Shriver & Jacobson, counsel
      to HoldCo and the Company, substantially in the form of Exhibit C-1 hereto
      and an opinion of the General Counsel of the Company, substantially in the
      form of Exhibit C-2 hereto, with such changes thereto as may be approved
      by the Administrative Agent and its counsel. Such opinion shall also cover
      such other matters incident to the transactions contemplated by this
      Agreement as the Administrative Agent shall reasonably require.

            (d) Closing Certificates. The Administrative Agent shall have
      received a Closing Certificate of HoldCo, the Company, and each Subsidiary
      Guarantor, dated the Closing Date, substantially in the form of Exhibits
      D-1, D-2 and D-3 hereto, respectively, with appropriate insertions and
      attachments, satisfactory in form and substance to the Administrative
      Agent and its counsel, executed by the President or any Vice President and
      the Secretary or any Assistant Secretary of HoldCo, the Company and each
      Subsidiary Guarantor, respectively.

            (e) Fees. The Administrative Agent shall have received for the
      account of each Lender that indicates its consent to this Agreement by its
      execution and delivery hereof, or for its own account, as the case may be,
      all fees (including the fees referred to in subsection 8.10) payable to
      such Lenders and the Administrative Agent on or prior to the Closing Date.

            (f) Related Agreements. The Administrative Agent shall have received
      each additional document, instrument or piece of information reasonably
      requested by the Lenders, including, without limitation, a copy of any
      debt instrument, security agreement or other material contract to which
      any Credit Party or any of their Subsidiaries is a
<PAGE>

      party.

            (g) Financial Statements. The Administrative Agent shall have
      received a copy of the financial statements referred to in subsection
      10.1(a), with a photocopy thereof for each Lender, which shall be
      satisfactory in form and substance to the Administrative Agent.

            (h) Additional Matters. All other documents and legal matters in
      connection with the transactions contemplated by this Agreement shall be
      reasonably satisfactory in form and substance to the Administrative Agent
      and its counsel.

      11.2 Conditions to Acquisition Loans. The obligation of each Lender with
an Acquisition Loan Commitment to make any Acquisition Loan on any Borrowing
Date (other than the Original Closing Date) is subject to the satisfaction of
the following conditions precedent on the relevant Borrowing Date:

            (a) Permitted Acquisition. The Administrative Agent shall have
      received a certificate of an officer of the Company certifying to it that
      the Permitted Acquisition to be financed with the proceeds of such
      Acquisition Loans shall have been, or shall be concurrently therewith,
      consummated.

            (b) No Legal Constraints. There shall be no inquiry, injunction,
      restraining order, action, suit or proceeding pending or entered or any
      statute or rule proposed, enacted or promulgated by any Governmental
      Authority or any other Person, which, in the opinion of the Administrative
      Agent (i) would have a material adverse effect on the making of such
      Acquisition Loans, (ii) would give rise to any liability on the part of
      any Lender, the Administrative Agent or the Co-Agents in connection with
      this Agreement, any other Credit Document or the transactions contemplated
      hereby or thereby or (iii) would bar the making of such Acquisition Loans,
      or the use of the proceeds thereof in accordance with the terms of this
      Agreement.

            (c) The Permitted Acquisition to be funded, in whole or in part,
      with the proceeds of the Acquisition Loan to be made on such Borrowing
      Date shall be of an entity in a similar line of business as the Company.

            (d) Legal Opinions. The Administrative Agent shall have received,
      dated such Borrowing Date and addressed to the Administrative Agent and
      the Lenders, an opinion of Fried, Frank, Harris, Shriver & Jacobson or
      other counsel to the Company, covering the matters incident to the
      Acquisition Loan to be made on such Borrowing Date and the Permitted
      Acquisition to be financed thereby, as the Administrative Agent shall
      reasonably require.

            (e) Pledged Stock; Stock Powers; Pledged Notes. The Administrative
      Agent shall have received (i) the certificates representing all capital
      stock or other equity interests acquired by the Company or any of its
      Material Subsidiaries in the Permitted Acquisition being consummated on
      such Borrowing Date, if any, and
<PAGE>

      required to be pledged to the Administrative Agent pursuant to subsection
      12.8(c) (pursuant to the Pledge Agreements or supplements thereto, in form
      and substance satisfactory to the Administrative Agent), together with an
      undated stock power for each such certificate executed in blank by a duly
      authorized officer of the pledgor thereof and (ii) any Pledged Notes to be
      issued.

            (f) Additional Matters. All other certificates, documents and legal
      matters in connection with the transactions contemplated by the
      Acquisition Loan to be made on such Borrowing Date and the Permitted
      Acquisition to be financed thereby, shall be reasonably satisfactory in
      form and substance to the Administrative Agent and its counsel.

      11.3 Conditions to All Loans and Letters of Credit. The obligation of each
Lender to make any Loan (other than any Revolving Credit Loan the proceeds of
which are to be used to repay Refunded Swing Line Loans) and the obligation of
each Issuing Lender to issue any Letter of Credit is subject to the satisfaction
of the following conditions precedent on the relevant Borrowing Date:

            (a) Representations and Warranties. If such Loan is made (and/or
      Letter of Credit issued) on the Closing Date, each of the representations
      and warranties made as of the Closing Date in or pursuant to Section 10,
      or which are contained in any other Credit Document or any certificate,
      document or financial or other statement furnished by or on behalf of
      HoldCo, the Company or any Subsidiary thereof, at any time under or in
      connection herewith, shall be true and correct in all material respects on
      and as of the Closing Date as if made on and as of the Closing Date
      (unless stated to relate to a specific earlier date, in which case such
      representations and warranties shall be true and correct in all material
      respects as of such earlier date). If such Loan is made (and/or Letter of
      Credit issued) subsequent to the Closing Date, each of the representations
      and warranties made in or pursuant to Section 10 or which are contained in
      any other Credit Document or in any certificate, document or financial or
      other statement furnished by or on behalf of HoldCo, the Company or any
      Subsidiary thereof shall be true and correct in all material respects on
      and as of the date of such Loan (or such Letter of Credit) as if made on
      and as of such date (unless stated to relate to a specific earlier date,
      in which case, such representations and warranties shall be true and
      correct in all material respects as of such earlier date).

            (b) No Default or Event of Default. No Default or Event of Default
      shall have occurred and be continuing on such date or after giving effect
      to the Loan to be made or the Letter of Credit to be issued on such
      Borrowing Date.

      Each borrowing by the Company hereunder and the issuance of each Letter of
Credit by each Issuing Lender hereunder shall constitute a representation and
warranty by the Company as of the date of such borrowing or issuance that the
conditions in clauses (a), (b) and (c) of this subsection 11.3, 11.4 have been
satisfied.
<PAGE>

      11.4 Conditions to Effectiveness of Certain Provisions. The parties hereto
agree that, notwithstanding whether the conditions set forth in subsection 11.1
are satisfied, or waived by the Lenders, upon execution and delivery of this
Agreement by the Required Lenders, the Company and HoldCo, the definition of
"Consolidated EBITDA" as it appears in subsection 1.1 of the Existing Credit
Agreement and subsections 13.1, 13.2, 13.7 and 13.8 of the Existing Credit
Agreement shall each be amended to read in its entirety as set forth herein.

      SECTION 12. AFFIRMATIVE COVENANTS

      The Company, and for the purpose of subsections 12.6 and 12.8, HoldCo
hereby agrees that, so long as the Commitments remain in effect, any Loan, Note
or Revolving L/C Obligation remains outstanding and unpaid, any amount remains
available to be drawn under any Letter of Credit or any other amount is owing to
any Lender, any Co-Agent, any Issuing Lender or the Administrative Agent
hereunder, it shall, and, in the case of the agreements contained in subsections
12.3, 12.4, 12.5, 12.6, 12.7 and 12.8 cause each of its Subsidiaries to:

      12.1 Financial Statements. Furnish to the Administrative Agent (with
sufficient copies for each Lender):

            (a) as soon as available, but in any event within 90 days after the
      end of each fiscal year of the Company, a copy of the consolidated balance
      sheet of the Company and its consolidated Subsidiaries as at the end of
      such year and the related consolidated statements of operations,
      stockholders' equity and cash flows for such year, setting forth in each
      case in comparative form the figures for the previous year, reported on
      without a "going concern" or like qualification or exception, or
      qualification arising out of the scope of the audit, by Deloitte & Touche
      LLP or other independent certified public accountants of nationally
      recognized standing not unacceptable to the Required Lenders;

            (b) as soon as available, but in any event not later than 60 days
      after the end of each of the first three quarterly periods of each fiscal
      year of the Company, commencing with the quarterly period ending March 31,
      1999 the unaudited consolidated balance sheet of the Company and its
      consolidated Subsidiaries as at the end of such quarter and the related
      unaudited consolidated statements of operations, stockholders' equity and
      cash flows of the Company and its consolidated Subsidiaries for such
      quarter and the portion of the fiscal year through the end of such
      quarter, setting forth in each case in comparative form the figures for
      the previous year, certified by a Responsible Officer as being fairly
      stated in all material respects (subject to normal year-end audit
      adjustments);

            (c) as soon as available, but in any event not later than 45 days
      after the end of each fiscal month of each fiscal year or, in the case of
      December together with the financial statements required under subsection
      12.1(a) of the Company, the unaudited consolidated balance sheet of the
      Company and its consolidated Subsidiaries as at the end
<PAGE>

      of such month and the related unaudited consolidated statements of
      operations, stockholders' equity and cash flows of the Company and its
      consolidated Subsidiaries for such month and the portion of the fiscal
      year through the end of such month, in the form and detail similar to
      those customarily prepared by the Company's management for internal use
      and reasonably satisfactory to the Administrative Agent, setting forth in
      each case in comparative form the consolidated figures for the
      corresponding fiscal month of the previous year, certified by the chief
      financial officer, controller or treasurer of the Company as being fairly
      stated in all material respects (subject to normal year-end audit
      adjustments); and

            (d) as soon as available, but in any event within 60 days after the
      beginning of each fiscal year of the Company to which such budget relates,
      an annual operating budget of the Company and its Subsidiaries, on a
      consolidated basis, as adopted by the Board of Directors of the Company;

all financial statements shall be prepared in reasonable detail (except in the
case of the statements referred to in subsection 12.1(c)) in accordance with
GAAP applied consistently throughout the periods reflected therein and with
prior periods (except as concurred in by such accountants or officer, as the
case may be, and disclosed therein and except that interim financial statements
need not be restated for changes in accounting principles which require
retroactive application, and operations which have been discontinued (as defined
in Accounting Principles Board Opinion No. 30) during the current year need not
be shown in interim financial statements as such either for the current period
or comparable prior period). In the event the Company changes its accounting
methods because of changes in GAAP, or any change in GAAP occurs which increases
or diminishes the protection and coverage afforded to the Lenders under current
GAAP accounting methods, the Company or the Administrative Agent, as the case
may be, may request of the other parties to this Agreement an amendment of the
financial covenants contained in this Agreement to reflect such changes in GAAP
and to provide the Lenders with protection and coverage equivalent to that
existing prior to such changes in accounting methods or GAAP, and each of the
Company, the Administrative Agent, the Co-Agents and the Lenders agree to
consider such request in good faith.

12.2 Certificates; Other Information. Furnish to the Administrative Agent (with
sufficient copies for each Lender):

            (a) concurrently with the delivery of the consolidated financial
      statements referred to in subsection 12.1(a), a letter from the
      independent certified public accountants reporting on such financial
      statements stating that in making the examination necessary to express
      their opinion on such financial statements no knowledge was obtained of
      any Default or Event of Default, except as specified in such letter;

            (b) concurrently with the delivery of the financial statements
      referred to in subsections 12.1(a) and (b), a certificate of the chief
      financial officer of the Company (i) stating that, to the best of such
      officer's knowledge, each of HoldCo, the Company and their respective
<PAGE>

      Subsidiaries has observed or performed all of its covenants and other
      agreements, and satisfied every applicable condition, contained in this
      Agreement, the Notes and the other Credit Documents and the Subordinated
      Note to be observed, performed or satisfied by it, and that such officer
      has obtained no knowledge of any Default or Event of Default except as
      specified in such certificate, (ii) showing in detail as of the end of the
      related fiscal period the figures and calculations supporting such
      statement in respect of subsection 13.1, clauses (h) and (l) of subsection
      13.2, clauses (l), (m) and (n) of subsection 13.7, subsection 13.8,
      clauses (b) and (c) of subsection 13.9 and subsection 13.13, (iii) showing
      in detail as of the end of the related fiscal period for purposes of
      calculating the Applicable Level the ratio of Total Senior Indebtedness to
      Annualized Consolidated EBITDA and the calculations supporting such
      statement and if applicable, stating the Applicable Margin and commitment
      fee payable as a result of such ratios, (iv) if not specified in the
      financial statements delivered pursuant to subsection 12.1, specifying on
      a consolidated basis the aggregate amount of interest paid or accrued by
      the Company and its Subsidiaries, and the aggregate amount of
      depreciation, depletion and amortization charged on the books of the
      Company and its Subsidiaries, during such accounting period and (v)
      listing all Indebtedness (other than Indebtedness hereunder) in each case
      incurred since the date of the previous consolidated balance sheet of the
      Company delivered pursuant to subsection 12.1(a) or (b);

            (c) promptly upon receipt thereof, copies of all final reports
      submitted to the Company by independent certified public accountants in
      connection with each annual, interim or special audit of the books of the
      Company made by such accountants, including, without limitation, any final
      comment letter submitted by such accountants to management in connection
      with their annual audit;

            (d) promptly upon their becoming available, copies of all financial
      statements, reports, notices and proxy statements sent or made available
      generally by HoldCo, the Company or any of their respective Subsidiaries
      and all regular and periodic reports and all final registration statements
      and final prospectuses, if any, filed by HoldCo, the Company or any of
      their respective Subsidiaries with any securities exchange or with the
      Securities and Exchange Commission or any Governmental Authority
      succeeding to any of its functions;

            (e) concurrently with the delivery of the financial statements
      referred to in subsections 12.1(a) and (b), a management summary
      describing and analyzing the performance of the Company and its
      Subsidiaries during the periods covered by such financial statements; and

            (f) promptly, such additional financial and other information
      (including, without limitation, hospital operating statistics on a
      consolidated basis) as any Lender may from time to time reasonably
      request.

      12.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be,
<PAGE>

all of its obligations and liabilities of whatever nature, except (a) when the
amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of the Company or any of its
Subsidiaries, as the case may be, (b) for delinquent obligations which do not
have a Material Adverse Effect and (c) for trade and other accounts payable in
the ordinary course of business in accordance with customary trade terms and
which are not overdue for a period of more than 90 days (or any longer period if
longer payment terms are accepted in the ordinary course of business) or, if
overdue for more than 90 days (or such longer period), as to which a dispute
exists and adequate reserves in conformity with GAAP have been established on
the books of the Company and its Subsidiaries, as the case may be.

      12.4 Conduct of Business and Maintenance of Existence. Continue to engage
in business of the same general type as now conducted by it, and preserve, renew
and keep in full force and effect its corporate existence and take all
reasonable action to maintain all rights, privileges, franchises, accreditations
of Hospitals, certifications, authorizations, licenses, permits, approvals and
registrations, necessary or desirable in the normal conduct of its business
except for rights, privileges, franchises, accreditations of Hospitals,
certifications, authorizations, licenses, permits, approvals and registrations
the loss of which would not in the aggregate have a Material Adverse Effect, and
except as otherwise permitted by subsections 13.5, 13.6 and 13.7; and comply
with all applicable Requirements of Law and Contractual Obligations except to
the extent that the failure to comply therewith would not, in the aggregate,
have a Material Adverse Effect.

      12.5 Maintenance of Property; Insurance. (a) Keep all property useful and
necessary in its business in good working order and condition (ordinary wear and
tear excepted); and

      (b) Maintain with financially sound and reputable insurance companies
insurance on all its property in at least such amounts and with only such
deductibles as are usually maintained by, and against at least such risks as are
usually insured against in the same general area by, companies engaged in the
same or a similar business (in any event including hospital liability (general
liability, medical professional liability, contractual liability, druggists'
liability and personal injury), workers' compensation, employers' liability,
automobile liability and physical damage coverage, environmental impairment
liability, all risk property, business interruption, fidelity and crime
insurance); provided that the Company may implement programs of self insurance
in the ordinary course of business and in accordance with industry standards for
a company of similar size so long as reserves are maintained in accordance with
GAAP for the liabilities associated therewith.

      12.6 Inspection of Property; Books and Records; Discussions. Keep proper
books of record and account in which full, true and correct entries are made of
all dealings and transactions in relation to its business and activities which
permit financial statements to be prepared in conformity with GAAP and all
Requirements of Law; and permit representatives of any Lender upon reasonable
notice to visit and inspect any of its properties
<PAGE>

and examine and make abstracts from any of its books and records at any
reasonable time and as often as may reasonably be desired upon reasonable
notice, and to discuss the business, operations, properties and financial and
other condition of the Company and its Subsidiaries with officers and employees
thereof and with their independent certified public accountants.

      12.7 Notices. Promptly give notice to the Administrative Agent and each
Lender:

            (a) of the occurrence of any Default or Event of Default;

            (b) of any (i) default or event of default under any instrument or
      other agreement, guarantee or collateral document of the Company or any of
      its Subsidiaries which default or event of default has not been waived and
      would have a Material Adverse Effect, or any other default or event of
      default under any such instrument, agreement, guarantee or other
      collateral document which, but for the proviso to clause (e) of Section
      14, would have constituted a Default or Event of Default under this
      Agreement, or (ii) litigation, investigation or proceeding which may exist
      at any time between HoldCo, the Company or any of their respective
      Subsidiaries and any Governmental Authority, or receipt of any notice of
      any environmental claim or assessment against HoldCo, the Company or any
      of their respective Subsidiaries by any Governmental Authority, which in
      any such case would have a Material Adverse Effect;

            (c) of any litigation or proceeding affecting the Company or any of
      its Subsidiaries (i) in which more than $15,000,000 of the amount claimed
      is not covered by insurance or (ii) in which injunctive or similar relief
      is sought which if obtained would have a Material Adverse Effect;

            (d) of the following events, as soon as practicable after, and in
      any event within 30 days after, the Company knows thereof: (i) the
      occurrence of any Reportable Event with respect to any Single Employer
      Plan which Reportable Event is reasonably likely to have a Material
      Adverse Effect, or (ii) the institution of proceedings or the taking of
      any other action by PBGC, the Company or any Commonly Controlled Entity to
      terminate, withdraw from or partially withdraw from any Plan and, with
      respect to a Multiemployer Plan, the Reorganization or Insolvency of such
      Plan, in each of the foregoing cases which is reasonably likely to have a
      Material Adverse Effect, and in addition to such notice, deliver to the
      Administrative Agent and each Lender whichever of the following may be
      applicable: (A) a certificate of the chief financial officer of the
      Company setting forth details as to such Reportable Event and the action
      that the Company or such Commonly Controlled Entity proposes to take with
      respect thereto, together with a copy of any notice of such Reportable
      Event that may be required to be filed with PBGC, or (B) any notice
      delivered by PBGC evidencing its intent to institute such proceedings or
      any notice to PBGC that such Plan is to be terminated, as the case may be;

            (e) of a failure or anticipated failure by the Company or HoldCo to
      make payment when due and payable on the Subordinated Note or the
<PAGE>

      Subordinated HoldCo Debentures.

            (f) of a material adverse change known to the Company or any of its
      Subsidiaries in the business, financial condition, assets, liabilities,
      net assets, properties, results of operations, value or prospects of
      HoldCo, the Company and their respective Subsidiaries taken as a whole.

Each notice pursuant to this subsection 12.7 shall be accompanied by a statement
of the chief executive officer or the chief financial officer of the Company
setting forth details of the occurrence referred to therein and (in the cases of
clauses (a) through (e)) stating what action the Company proposes to take with
respect thereto.

      12.8 Additional Subsidiary Guarantors; Pledge of Stock of Additional
Subsidiaries. (a) If any Subsidiary of the Company (whether presently existing
or hereafter created or acquired) is or shall become a Material Subsidiary
(including as a result of the consummation of any Permitted Acquisition), cause
such Material Subsidiary, no later than the end of the fiscal quarter in which
such Subsidiary became a Material Subsidiary, to execute and deliver a Guarantee
in favor of the Administrative Agent in substantially the form of Exhibit B-4,
each of which Guarantees shall be accompanied by such resolutions, incumbency
certificates and legal opinions as are reasonably requested by the
Administrative Agent and its counsel.

      (b) In the event that there shall be a change in law which eliminates the
adverse tax consequences to the Company, or any of its Subsidiaries which would
have resulted on the date hereof from the guarantee by a Subsidiary, which would
be a Material Subsidiary but for the exception contained in clauses (ii) or
(iii) of the definition thereof, of the Loans and the other obligations of the
Company hereunder, promptly thereafter cause any such Subsidiary that has not
previously executed and delivered a Guarantee because of such adverse tax
consequences to deliver a Guarantee to the Administrative Agent to the extent
any such Guarantee can be so executed and delivered without any adverse tax
consequences to the Company, or any of their Subsidiaries.

      (c) Pledge the capital stock, or other equity interests and intercompany
indebtedness, owned by the Company or any of its Material Subsidiaries that is
hereafter created or acquired pursuant to the Pledge Agreements (it being
understood and agreed that, notwithstanding anything that may be to the contrary
herein, this subsection 12.8(c) shall not require the Company or any Material
Subsidiary thereof to pledge (x) more than 65% of the outstanding capital stock
of, or other equity interests in, (i) any Foreign Subsidiary thereof, or (ii)
any other Subsidiary thereof if more than 65% of the assets of such other
Subsidiary are securities of foreign Persons (such determination to be made on
the basis of fair market value) or (y) any capital stock or other equity
interests of a Foreign Subsidiary thereof which (I) is owned by a Foreign
Subsidiary thereof or (II) does not have in excess of $1,000,000 in total
assets) or (z) any Non-Significant Subsidiary).
<PAGE>

      12.9 Operation of the Hospitals. Use best efforts to operate, and cause
its Subsidiaries to operate, the Hospitals owned, leased or operated by the
Company or any of its Subsidiaries now or in the future in a manner believed by
the Company to be consistent with prevailing health care industry standards in
the locations where the Hospitals exist from time to time, except to the extent
failure to do so would not have a Material Adverse Effect.

      SECTION 13. NEGATIVE COVENANTS

      The Company hereby agrees that it shall not, and shall not permit any of
its Subsidiaries to, and with respect to subsections 13.2 and 13.12 HoldCo
agrees that it shall not, directly or indirectly so long as the Commitments
remain in effect or any Loan, Note or Revolving L/C Obligation remains
outstanding and unpaid, any amount remains available to be drawn under any
Letter of Credit or any other amount is owing to any Lender, the Co-Agents, the
Issuing Lenders or the Administrative Agent hereunder:

      13.1 Financial Condition Covenants.

            (a) Total Senior Indebtedness to Annualized Consolidated EBITDA.
      Permit for any period of four consecutive fiscal quarters ending during
      any Test Period listed below, commencing with the fiscal quarter ending
      December 31, 1998 the ratio of Total Senior Indebtedness as of the end of
      such period to Annualized Consolidated EBITDA for such period to be more
      than the ratio set forth opposite the Test Period below:

                  Test Period                                   Ratio
                  -----------                                  --------

         December 31, 1998 - December 30, 1999                4.75 to 1
         December 31, 1999 - December 30, 2000                4.75 to 1
         December 31, 2000 - December 30, 2001                4.50 to 1
         December 31, 2001 - December 30, 2002                4.00 to 1
         December 31, 2002 - December 30, 2003                3.50 to 1
         December 31, 2003 - December 30, 2004                3.00 to 1
         December 31, 2004 - December 30, 2005                3.00 to 1
         December 31, 2005                                    3.00 to 1

            (b) Senior Interest Coverage Ratio. Permit for any period of four
      consecutive fiscal quarters ending during any Test Period listed below,
      commencing with the fiscal quarter ending December 31, 1998 the ratio of
      (i) Annualized Consolidated EBITDA for such period minus Capital
      Expenditures made during such period to (ii) Senior Interest Expense to be
      less than the ratio set forth opposite the Test Period below:

                  Test Period                                   Ratio
                  -----------                                  --------

         December 31, 1998 - December 30, 1999                1.60 to 1
<PAGE>

         December 31, 1999 - December 30, 2000                1.60 to 1
         December 31, 2000 - December 30, 2001                1.70 to 1
         December 31, 2001 - December 30, 2002                1.80 to 1
         December 31, 2002 - December 30, 2003                2.00 to 1
         December 31, 2003 - December 30, 2004                2.50 to 1
         December 31, 2004 - December 30, 2005                3.50 to 1
         December 31, 2005                                    4.00 to 1

            (c) Fixed Charge Coverage Ratio. Permit for any period of four
      consecutive fiscal quarters ending during any Test Period listed below,
      commencing with the fiscal quarter ending December 31, 1998, the ratio of
      (i) Annualized Consolidated EBITDA for such period minus Principal Debt
      Payments minus Capital Expenditures made during such period to (ii)
      Consolidated Cash Interest Expense (such ratio for any such period, the
      "Fixed Charge Coverage Ratio") to be less than the ratio set forth
      opposite the Test Period below:

                  Test Period                                   Ratio
                  -----------                                  --------

         December 31, 1998 - December 30, 1999                1.00 to 1
         December 31, 1999 - December 30, 2000                1.00 to 1
         December 31, 2000 - December 30, 2001                1.00 to 1
         December 31, 2001 - December 30, 2002                1.00 to 1
         December 31, 2002 - December 30, 2003                1.00 to 1
         December 31, 2003 - December 30, 2004                1.00 to 1
         December 31, 2004 - December 31, 2005                1.00 to 1

      13.2 Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except:

            (a) Indebtedness of the Company evidenced by the Notes and in
      connection with the Letters of Credit and this Agreement;

            (b) (i) Indebtedness of (i) the Company to any Subsidiary and (ii)
      any Subsidiary to the Company or any other Subsidiary to the extent the
      Indebtedness referred to in this clause 13.2(b)(ii) evidences a loan or
      advance permitted under subsection 13.7;

            (c) Indebtedness of the Company evidenced by the Subordinated Note;

            (d) Indebtedness in respect of foreign currency exchange contracts
      permitted by subsection 13.11;

            (e) Indebtedness consisting of reimbursement obligations under
      surety, indemnity, performance, release and appeal bonds and guarantees
      thereof and letters of credit required in the ordinary course of business
      or in connection with the enforcement of rights or claims of the Company
      or its Subsidiaries, in each case to the extent a Letter of Credit
      supports in whole or in part the obligations of the Company and its
      Subsidiaries with respect to such bonds, guarantees and letters of credit;
<PAGE>

            (f) Indebtedness owed to a seller in a Permitted Acquisition or a
      Permitted Joint Venture or to a buyer in a disposition permitted under
      clauses (e), (f) or (h) of subsection 13.6 that (i) relates to customary
      post-closing adjustments with respect to accounts receivable, accounts
      payable, net worth and/or similar items typically subject to post-closing
      adjustments in similar transactions, and are outstanding for a period of
      two (2) years or less following the creation thereof or (ii) relates to
      indemnities granted to the seller or buyer in the transaction.

            (g) other Indebtedness of the Company or any of its Subsidiaries
      incurred in the ordinary course of their respective businesses in an
      aggregate principal amount not to exceed $40,000,000 at any time;

            (h) Indebtedness of HoldCo evidenced by the Subordinated HoldCo
      Debentures;

            (i) from and after the Revolving Credit Termination Date,
      Indebtedness to finance the general needs of the Company and its
      Subsidiaries incurred after the Revolving Credit Termination Date in an
      aggregate principal amount not to exceed $200,000,000, provided that the
      Company shall have repaid all Revolving Credit Loans and Revolving L/C
      Obligations in accordance with the terms of this Agreement and that there
      are no Letters of Credit outstanding at such time;

            (j) Indebtedness of the Company or any of its Subsidiaries listed on
      Schedule 13.2 hereto as of the Closing Date including any extension or
      renewals or refinancing thereof, provided the principal amount thereof is
      not increased; and

            (k) Indebtedness on any date of the Company or any of its
      Subsidiaries assumed or issued in connection with a Permitted Acquisition
      (or, in the case of any Permitted Acquisition involving the purchase of
      capital stock or other equity interests in any Person, Indebtedness of
      such Person remaining outstanding after such Permitted Acquisition) and
      any extension or renewal thereof, provided that the aggregate principal
      amount of such Indebtedness, together with the aggregate amount of net
      investments made in Permitted Acquisitions pursuant to subsection 13.7(l)
      (and calculated as at such date as provided herein), shall not exceed
      $750,000,000.

      13.3 Limitation on Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets, income or profits, whether now owned or
hereafter acquired, except:

            (a) Liens for taxes, assessments or other governmental charges not
      yet due and payable or which are being contested in good faith and by
      appropriate proceedings if adequate reserves with respect thereto are
      maintained on the books of the Company or such Subsidiary, as the case may
      be, in accordance with GAAP;

            (b) carriers', warehousemen's, mechanics', landlords',
      materialmen's, repairmen's or other like Liens arising in the ordinary
<PAGE>

      course of business in respect of obligations which are not yet due and
      payable or which are being contested in good faith and by appropriate
      proceedings if adequate reserves with respect thereto are maintained on
      the books of the Company or such Subsidiary, as the case may be, in
      accordance with GAAP;

            (c) pledges or deposits in connection with workmen's compensation,
      unemployment insurance and other social security legislation;

            (d) easements, right-of-way, zoning and similar restrictions and
      other similar encumbrances or title defects incurred, or leases or
      subleases granted to others, in the ordinary course of business, which, in
      the aggregate, are not substantial in amount, and which do not in any case
      materially detract from the value of the property subject thereto or do
      not interfere with or adversely affect in any material respect the
      ordinary conduct of the business of the Company and its Subsidiaries taken
      as a whole;

            (e) Liens in favor of the Lenders pursuant to the Credit Documents
      (which Liens shall, at the request of the Company, be shared by the
      Lenders with the lenders providing any Indebtedness incurred under
      subsection 13.2(i) on a pari passu basis) and bankers' liens arising by
      operation of law;

            (f) Liens on assets of entities or Persons which become Subsidiaries
      of the Company after the date hereof; provided that such Liens exist at
      the time such entities or Persons become Subsidiaries and are not created
      in anticipation thereof;

            (g) Liens on documents of title and the property covered thereby
      securing Indebtedness in respect of the Letters of Credit which are
      Commercial L/Cs;

            (h) Liens securing any Indebtedness permitted under subsection
      13.2(g); provided that (i) the aggregate principal amount of Indebtedness
      secured by such Liens shall at no time exceed $40,000,000, and (ii) no
      such Liens shall encumber the Subordinated Note, any capital stock or
      other equity interests of HoldCo, the Company or any of their
      Subsidiaries;

            (i) Liens in existence on the Original Closing Date and described in
      Schedule 13.3 as on the Closing Date and renewals thereof in amounts not
      to exceed the amounts listed on such Schedule 13.3;

            (j) Liens to secure Indebtedness permitted pursuant to subsection
      13.2(i), provided that the Obligations are, and the Obligations shall be,
      secured on a pari passu basis with such Indebtedness;

            (k) Liens to secure Indebtedness permitted pursuant to subsection
      13.2(k) or Liens on assets acquired in connection with a Permitted
      Acquisition; provided that such Liens exist at the time of the Permitted
      Acquisition in question and are not created in anticipation thereof;
<PAGE>

            (l) Liens securing arrangements permitted by the proviso contained
      in subsection 13.13;

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

            (n) Liens pursuant to the Bond Pledge Agreements; and

            (o) Liens securing Indebtedness owing to the Company or any
      Subsidiary Guarantor under subsection 13.2(b)(ii).

      13.4 Limitation on Contingent Obligations. Create, incur, assume or suffer
to exist any Contingent Obligation except:

            (a) guarantees of obligations to third parties made in the ordinary
      course of business in connection with relocation of employees or agents of
      Health Care Associates of the Company or any of its Subsidiaries;

            (b) guarantees by the Company and its Subsidiaries incurred in the
      ordinary course of business for an aggregate amount not to exceed
      $40,000,000 at any one time;

            (c) Contingent Obligations existing on the Original Closing Date and
      described in Schedule 13.4 as on the Original Closing Date including any
      extensions or renewals thereof;

            (d) Contingent Obligations in respect of foreign currency exchange
      contracts permitted by subsection 13.11;

            (e) Contingent Obligations pursuant to the Subsidiary Guarantees
      (which Subsidiary Guarantees shall, at the request of the Company, be
      shared on a pari passu basis with the lenders providing any Indebtedness
      under subsection 13.2(i)); and

            (f) guarantees by the Company of (i) Indebtedness of its
      Subsidiaries permitted under subsection 13.2(g) and (ii) other obligations
      of Subsidiaries not prohibited hereunder.

      13.5 Prohibition of Fundamental Changes. Enter into any transaction of
acquisition of, or merger or consolidation or amalgamation with, any other
Person (including any Subsidiary or Affiliate of the Company or any of its
Subsidiaries), or transfer all or substantially all of its assets to any Foreign
Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution), or make any material change in the present method of conducting
business or engage in any type of business other than of the same general type
now conducted by it, except for the Merger and the transactions otherwise
permitted pursuant to subsections 13.6 and 13.7.
<PAGE>

      13.6 Prohibition on Sale of Assets. Convey, sell, lease, assign, transfer
or otherwise dispose of any of its property, business or assets (including,
without limitation, tax benefits, receivables and leasehold interests), whether
now owned or hereafter acquired except:

            (a) for the sale or other disposition of any tangible personal
      property that, in the reasonable judgment of the Company, has become
      uneconomic, obsolete or worn out, and which is disposed of in the ordinary
      course of business;

            (b) for sales of inventory made in the ordinary course of business;

            (c) that any Subsidiary of the Company may sell, lease, transfer or
      otherwise dispose of any or all of its assets (upon voluntary liquidation
      or otherwise) to the Company or a wholly-owned Domestic Subsidiary of the
      Company or make any investment permitted by subsection 13.7, and any
      Subsidiary of the Company may sell or otherwise dispose of, or part with
      control of any or all of, the stock of any Subsidiary to a wholly-owned
      Domestic Subsidiary of the Company or to any other Subsidiary to the
      extent such transfer constitutes an investment permitted by subsection
      13.7; provided that in either case such transfer shall not cause such
      wholly-owned Domestic Subsidiary to become a Foreign Subsidiary and
      provided further that no such transaction may be effected if it would
      result in the transfer of any assets of, or any stock of, a Subsidiary to
      another Subsidiary whose capital stock has not been pledged to the
      Administrative Agent or which has pledged a lesser percentage of its
      capital stock to the Administrative Agent than was pledged by the
      transferor Subsidiary unless, in any such case, after giving effect to
      such transaction, the stock of such other Subsidiary is not required to be
      pledged under the definition of Company Pledge Agreement or Subsidiary
      Pledge Agreement or under subsection 12.8(c);

            (d) that any Foreign Subsidiary of the Company may sell, lease,
      transfer or otherwise dispose of any or all of its assets (upon voluntary
      liquidation or by merger, consolidation, transfer of assets, or otherwise)
      to the Company or a wholly-owned Subsidiary of the Company and any Foreign
      Subsidiary of the Company may sell or otherwise dispose of, or part
      control of any or all of, the capital stock of, or other equity interests
      in, any Foreign Subsidiary of the Company to a wholly-owned Subsidiary of
      the Company; provided that in either case such transfer shall not cause a
      Domestic Subsidiary to become a Foreign Subsidiary;

            (e) for the sale or other disposition by the Company or any of its
      Subsidiaries of any assets described on Schedule 13.6 consummated after
      the Original Closing Date, provided that (i) such sale or other
      disposition shall be made for fair value on an arm's-length basis, and
      (ii) the Net Proceeds from such sale or other disposition shall be applied
      in accordance with the provisions of subsection 8.6; and

            (f) for the sale or other disposition by the Company or any of its
      Subsidiaries of other assets consummated after the Original
<PAGE>

      Closing Date, provided that (i) such sale or other disposition shall be
      made for fair value on an arm's-length basis, (ii) the aggregate fair
      market value of all such assets sold or disposed of under this clause
      after the Original Closing Date shall not exceed $90,000,000 and (iii) the
      Net Proceeds from such sale or other disposition shall be applied in
      accordance with the provisions of subsection 8.6.

            (g) any Permitted Minority Interest Transfers;

            (h) for the sale or other disposition consummated by the Company or
      any of its Subsidiaries after the Closing Date of assets constituting a
      Subsidiary or business unit or units of the Company or its Subsidiaries or
      the interest of the Company or its Subsidiaries therein, provided that (i)
      such sale or other disposition shall be made for fair value on an
      arm's-length basis and (ii) the consideration received for such sale or
      other disposition constitutes or would constitute a Permitted Acquisition
      or Permitted Joint Venture in accordance with the definition thereof (such
      sale or other disposition, an "Asset Exchange").

      13.7 Limitation on Investments, Loans and Advances. Make any advance,
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of, or any assets constituting a
business unit of, or make or maintain any other investment in, any Person,
except:

            (a) (i) loans or advances in respect of intercompany accounts
      attributable to the operation of the Company's cash management system and
      (ii) loans or advances by the Company or any of its Subsidiaries to a
      Subsidiary Guarantor (or a Subsidiary that would be a Subsidiary Guarantor
      but for the lapse of time until such Subsidiary is required to be a
      Subsidiary Guarantor), or to a First-Tier Permitted Minority-Interest
      Hospital Subsidiary for working capital needs evidenced by a Pledged Note
      so long as such loans or advances constitute Indebtedness of the primary
      obligor that is not subordinate to any other Indebtedness of such obligor;

            (b) Investments in Permitted Minority-Interest Subsidiaries
      described in clauses (a) and (b) of the definition of "Permitted
      Minority-Interest Subsidiary";

            (c) Investments in Subsidiaries of the Company (including Permitted
      Minority-Interest Subsidiaries) that are not Subsidiary Guarantors (or a
      Subsidiary that would be a Subsidiary Guarantor but for the lapse of time
      until such Subsidiary is required to be a Subsidiary Guarantor) and that
      do not directly or indirectly own any interest in, or operate or manage, a
      Hospital; provided that at all times the aggregate amount of all such
      Investments shall not exceed five percent (5%) of the total assets of the
      Company and its Subsidiaries on a consolidated basis; and

            (d) Investments, not otherwise described in this subsection 13.7, in
      Subsidiary Guarantors (or a Subsidiary that would be a Subsidiary
      Guarantor but for the lapse of time until such Subsidiary is required
<PAGE>

      to be a Subsidiary Guarantor) that otherwise are not prohibited under the
      terms of this Agreement.

            (e) any Subsidiary of the Company may make investments in the
      Company (by way of capital contribution or otherwise);

            (f) HoldCo and its Subsidiaries may invest in, acquire and hold Cash
      Equivalents or the Bonds;

            (g) the Company or any of its Subsidiaries may make travel and
      entertainment advances and relocation loans in the ordinary course of
      business to officers, employees and agents of the Company or any such
      Subsidiary (or to any physician or other health care professionals
      associated with or agreeing to become associated with the Company or any
      Subsidiary or any Hospital owned or leased or operated by the Company or
      any Subsidiary ("Health Care Associates"));

            (h) the Company or any of its Subsidiaries may make payroll advances
      in the ordinary course of business;

            (i) the Company or any of its Subsidiaries may acquire and hold
      receivables owing to it, if created or acquired in the ordinary course of
      business and payable or dischargeable in accordance with customary trade
      terms (provided that nothing in this clause (i) shall prevent the Company
      or any Subsidiary from offering such concessionary trade terms, or from
      receiving such investments in connection with the bankruptcy or
      reorganization of their respective suppliers or customers or the
      settlement of disputes with such customers or suppliers arising in the
      ordinary course of business, as management deems reasonable in the
      circumstances);

            (j) the Company and its Subsidiaries may make investments in
      connection with asset sales permitted by subsection 13.6 or to which the
      Required Lenders consent;

            (k) investments of the Company existing on the Original Closing Date
      and described in Schedule 13.7;

            (l) the Company and its Subsidiaries may make Permitted Acquisitions
      and may make loans or advances to, or acquisitions or investments in,
      other Persons in connection with or pursuant to the terms of Permitted
      Acquisitions, provided that the consideration paid by the Company or any
      of its Subsidiaries in all such transactions after the Original Closing
      Date (net, in the case of loans, advances, investments and other transfers
      of any repayments or return of capital in respect thereof actually
      received in cash by the Company or its Subsidiaries (net of applicable
      taxes) after the Original Closing Date and excluding consideration
      delivered by the Company or its Subsidiaries in any Asset Exchange
      permitted under Section 13.6(h)) does not exceed in the aggregate, when
      added to the principal amount of Indebtedness outstanding as permitted
      pursuant to subsection 13.2(l) does not exceed $750,000,000;

            (m) the Company and its Subsidiaries may make loans or advances
<PAGE>

      to, or acquisitions or investments in, other Persons (exclusive of Persons
      which are, or become, Foreign Subsidiaries) that constitute or are in
      connection with Permitted Joint Ventures, provided the consideration paid
      by the Company or any of its Subsidiaries in all such transactions after
      the Original Closing Date (net, in the case of loans, advances,
      investments and other transfers, of any repayments or return of capital in
      respect thereof actually received in cash by the Company or its
      Subsidiaries (net of applicable taxes) after the Original Closing Date)
      does not exceed in the aggregate $50,000,000; and

            (n) the Company and its Subsidiaries may make loans or advances to,
      or investments in, or otherwise transfer funds (including without
      limitation by way of repayment of loans or advances) to, Foreign
      Subsidiaries (including new Foreign Subsidiaries); provided that the
      consideration paid by the Company or any of its Subsidiaries in all
      transactions after the Original Closing Date (net, in the case of loans,
      advances, investments and other transfers, of any repayments or return of
      capital in respect thereof actually received in cash by the Company or its
      Subsidiaries (net of applicable taxes) after the Original Closing Date)
      does not exceed in the aggregate $25,000,000.

      13.8 Capital Expenditures. Make or commit to make Capital Expenditures in
any fiscal year exceeding (i) $60,000,000 during fiscal year 1999 of the
Company, (ii) $75,000,000 during fiscal years of the Company from and including
2000 to and including 2001, (iii) $80,000,000 during each of the fiscal years of
the Company from and including 2002 to and including 2003, (iv) $85,000,000
during fiscal year 2004 of the Company and (v) $90,000,000 during fiscal year
2005 of the Company, provided that, in addition to the foregoing, the Company
and its Subsidiaries may during any fiscal year make additional Capital
Expenditures in an aggregate amount not to exceed 4% of the revenues generated
during the immediately preceding fiscal year by any business or assets acquired
after the Closing Date pursuant to any Permitted Acquisition. Up to $3,000,000
of Capital Expenditures permitted to be made during a fiscal year pursuant to
the terms hereof, if not expended in the year for which it is permitted, may be
carried over for expenditure in the next following year and any amounts so
carried over shall be deemed to be the last amounts expended in such following
year.

      13.9 Limitation on Dividends. Declare any dividends on any shares of any
class of stock, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, retirement or
other acquisition of any shares of any class of stock (including, without
limitation, the outstanding capital stock of HoldCo), whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Company or
any of its Subsidiaries (all of the foregoing being referred to herein as
"Restricted Payments"); except that:

            (a) Subsidiaries may pay dividends directly or indirectly to the
      Company or to Domestic Subsidiaries which are directly or indirectly
      wholly-owned by the Company, and Foreign Subsidiaries may pay dividends
      directly or indirectly to Foreign Subsidiaries which are
<PAGE>

      directly or indirectly wholly-owned by the Company;

            (b) the Company may pay dividends to HoldCo in an amount equal to
      the amount required for HoldCo to pay franchise taxes, fees and expenses
      necessary to maintain its status as a corporation and other fees required
      to maintain its corporate existence, provided that HoldCo shall promptly
      pay such taxes, fees and expenses;

            (c) so long as no Default or Event of Default has occurred or would
      occur after giving effect to such declaration or payment, the Company may,
      from time to time, declare and pay cash dividends to HoldCo on the common
      stock of the Company in an aggregate amount not to exceed $10,000,000 (the
      "HoldCo Dividend Limit") from the Original Closing Date; provided that the
      proceeds of such dividends shall be used within 30 days of the receipt of
      such dividends by HoldCo to repurchase HoldCo stock from management
      employees of HoldCo or any of its Subsidiaries and, provided further, the
      HoldCo Dividend Limit shall be increased by the proceeds of any additional
      HoldCo capital stock which is issued to any management employees of HoldCo
      or any of its Subsidiaries so long as such proceeds are contributed by
      HoldCo to the capital of the Company; and

            (d) any Permitted Minority-Interest Subsidiary may declare and pay
      dividends and make other Restricted Payments with respect to the Capital
      Stock of such Subsidiary now or hereafter outstanding; provided, in the
      case of a dividend, each stockholder of such Subsidiary receives its
      ratable share thereof.

      13.10 Transactions with Affiliates. Enter into after the date hereof any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate except
(a) for transactions which are otherwise permitted under this Agreement and
which are in the ordinary course of the Company's or a Subsidiary's business and
which are upon fair and reasonable terms no less favorable to the Company or
such Subsidiary than it would obtain in a hypothetical comparable arm's length
transaction with a Person not an Affiliate, or (b) as permitted under
subsections 13.2(b), (c) and (i), subsection 13.3(o), subsections 13.4(a) and
(f), subsections 13.6(c), (d) and (g), subsection 13.7 and subsection 13.9 or
(c) as set forth on Schedule 13.10.

      13.11 Derivative Contracts. Enter into any foreign currency exchange
contracts, interest rate swap arrangements or other derivative contracts or
transactions, other than such contracts, arrangements or transactions entered
into in the ordinary course of business for the purpose of hedging (a) any asset
or obligation of the Company or any of its Subsidiaries with respect to their
operations outside of the United States, (b) the interest rate exposure of the
Company or any of its Subsidiaries, and (c) the purchase requirements of the
Company or any of its Subsidiaries with respect to raw materials and inventory.

      13.12 Subordinated Note; Subordinated HoldCo Debentures. (a) (i) Make any
payment in violation of any of the subordination provisions of the Subordinated
Note; or (ii) waive or otherwise relinquish any of its rights
<PAGE>

or causes of action arising under or arising out of the terms of the
Subordinated Note or consent to any amendment, modification or supplement to the
terms of the Subordinated Note in each case under this clause (ii) in any
material respect or in any respect adverse to the Lenders, except (x) with the
consent of the Required Lenders and (y) HoldCo may contribute all or any portion
of the principal amount of the Subordinated Note to the capital of the Company;
provided that promptly following any contribution of all or any portion of the
principal amount of the Subordinated Note, all or such portion, as the case may
be, of the Subordinated Note is cancelled; or (iii) make any optional payment or
prepayment on or redeem or otherwise acquire, purchase or defease the
Subordinated Note.

      (b) (i) Make any payment in violation of any of the subordination
provisions of the Subordinated HoldCo Debentures; or (ii) waive or otherwise
relinquish any of its rights or causes of action arising under or arising out of
the terms of the Subordinated HoldCo Debentures or consent to any amendment,
modification or supplement to the terms of the Subordinated HoldCo Debentures
except with the consent of the Required Lenders; or (iii) make any optional
payment or prepayment on or redeem or otherwise acquire, purchase or defease the
Subordinated HoldCo Debentures.

      13.13 Limitation on Sales and Leasebacks. Enter into any arrangement with
any Person providing for the leasing by the Company or any Subsidiary of real or
personal property which has been or is to be sold or transferred by the Company
or such Subsidiary to such Person or to any other Person to whom funds have been
or are to be advanced by such Person on the security of such property or rental
obligations of the Company or such Subsidiary, provided that the Company or any
of its Subsidiaries may enter into such arrangements covering property with an
aggregate fair market value not exceeding $75,000,000 from the Original Closing
Date; provided, further that the net proceeds from sales in excess of
$30,000,000 in the aggregate shall be applied in accordance with subsection 8.6.

      13.14 Fiscal Year. Permit the fiscal year of the Company to end on a day
other than December 31, unless the Company shall have given at least 45 days
prior written notice to the Administrative Agent.

      13.15 Practice Guarantees. Enter into any Practice Guarantees with a
duration of 18 months or longer in an aggregate amount in excess of $15,000,000
from the Original Closing Date with respect to all such Practice Guarantees.

      SECTION 14. EVENTS OF DEFAULT.

      Upon the occurrence of any of the following events:

            (a) The Company shall fail to (i) pay any principal of any Loan or
      Note when due in accordance with the terms hereof or thereof or to
      reimburse the Issuing Lender in accordance with subsection 6.6 or (ii) pay
      any interest on any Loan or any other amount payable hereunder within five
      days after any such interest or other amount becomes due in accordance
      with the terms thereof or hereof; or
<PAGE>

            (b) Any representation or warranty made or deemed made by any Credit
      Party in any Credit Document or which is contained in any certificate,
      guarantee, document or financial or other statement furnished under or in
      connection with this Agreement shall prove to have been incorrect in any
      material respect on or as of the date made or deemed made; or

            (c) The Company shall default in the observance or performance of
      any agreement contained in subsection 12.7(a) of this Agreement, HoldCo or
      the Company shall default in the observance or performance of any
      agreement contained in Section 13 of this Agreement or any Credit Party
      shall default in the observance or performance of any agreement contained
      in Section 2 of the Guarantee to which it is a party; or HoldCo shall
      default in the performance or observance of Section 10 of the HoldCo
      Guarantee or Section 5 of the HoldCo Pledge Agreement; or

            (d) The Company or any other Credit Party shall default in the
      observance or performance of any other agreement contained in any Credit
      Document, and such default shall continue unremedied for a period of 30
      days; or

            (e) The Company or any of its Subsidiaries shall (A) default in any
      payment of principal of or interest on any Indebtedness (other than the
      Loans, the Revolving L/C Obligations and any intercompany debt) or in the
      payment of any Contingent Obligation, beyond the period of grace, if any,
      provided in the instrument or agreement under which such Indebtedness or
      Contingent Obligation was created; or (B) default in the observance or
      performance of any other agreement or condition relating to any such
      Indebtedness or Contingent Obligation or contained in any instrument or
      agreement evidencing, securing or relating thereto, or any other event
      shall occur or condition exist, the effect of which default or other event
      or condition is to cause, or to permit the holder or holders of such
      Indebtedness or beneficiary or beneficiaries of such Contingent Obligation
      (or a trustee or agent on behalf of such holder or holders or beneficiary
      or beneficiaries) to cause, with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity, any applicable
      grace period having expired, or such Contingent Obligation to become
      payable, any applicable grace period having expired, provided that the
      aggregate principal amount of all such Indebtedness and Contingent
      Obligations which would then become due or payable as described in this
      Section 14(e) would equal or exceed $15,000,000; provided, however, that
      the failure of HoldCo to pay interest on the Subordinated HoldCo
      Debentures or the failure of the Company to pay interest on the
      Subordinated Note beyond the period of grace provided therein shall not
      constitute an Event of Default under this Section 14(e) unless the holders
      of the Subordinated HoldCo Debentures or the Subordinated Note have
      declared that such failure to pay interest constitutes an event of default
      in accordance with the Section 4(a) of the Subordinated HoldCo Debentures
      or Section 4(a) of the Subordinated Note, as the case may be; or
<PAGE>

            (f) (i) HoldCo, the Company or any of their respective Subsidiaries
      (other than any Subsidiary which is a Non-Significant Subsidiary within
      the meaning of clause (i) of the definition thereof) shall commence any
      case, proceeding or other action (A) under any existing or future law of
      any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
      reorganization or relief of debtors, seeking to have an order for relief
      entered with respect to it, or seeking to adjudicate it a bankrupt or
      insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
      liquidation, dissolution, composition or other relief with respect to it
      or its debts, or (B) seeking appointment of a receiver, trustee, custodian
      or other similar official for it or for all or any substantial part of its
      assets, or HoldCo, the Company or any such Subsidiary shall make a general
      assignment for the benefit of its creditors; or (ii) there shall be
      commenced against HoldCo, the Company or any such Subsidiary any case,
      proceeding or other action of a nature referred to in clause (i) above
      which (A) results in the entry of an order for relief or any such
      adjudication or appointment or (B) remains undismissed, undischarged or
      unbonded for a period of 60 days; or (iii) there shall be commenced
      against HoldCo, the Company or any such Subsidiary any case, proceeding or
      other action seeking issuance of a warrant of attachment, execution,
      distraint or similar process against all or any substantial part of its
      assets which results in the entry of an order for any such relief which
      shall not have been vacated, discharged, or stayed or bonded pending
      appeal within 60 days from the entry thereof; or (iv) HoldCo, the Company
      or any such Subsidiary shall take any action in furtherance of, or
      indicating its consent to, approval of, or acquiescence in, any of the
      acts set forth in clause (i), (ii), or (iii) above; or (v) HoldCo, the
      Company or any such Subsidiary shall generally not, or shall be unable to,
      or shall admit in writing its inability to, pay its debts as they become
      due; or

            (g) (i) Any Person shall engage in any "prohibited transaction" (as
      defined in Section 406 of ERISA or Section 4975 of the Code) involving any
      Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
      of ERISA), whether or not waived, shall exist with respect to any Plan,
      (iii) a Reportable Event (other than a Reportable Event with respect to
      which the 30-day notice requirement under Section 4043 of ERISA has been
      waived) shall occur with respect to, or proceedings to have a trustee
      appointed shall commence with respect to, or a trustee shall be appointed
      to administer or to terminate, any Single Employer Plan, which Reportable
      Event or institution of proceedings or appointment of a trustee is, in the
      reasonable opinion of the Required Lenders, likely to result in the
      termination of such Plan for purposes of Title IV of ERISA, and, in the
      case of a Reportable Event, such Reportable Event shall continue
      unremedied for ten days after notice of such Reportable Event pursuant to
      Section 4043(a), (c) or (d) of ERISA is given and, in the case of the
      institution of proceedings, such proceedings shall continue for ten days
      after commencement thereof or (iv) any Single Employer Plan shall
      terminate for purposes of Title IV of ERISA; and in each case in clauses
      (i) through (iv) above, such event or condition, together with all other
      such events or conditions relating to such Plans, if any, could subject
      the Company or any of its Subsidiaries to any tax,
<PAGE>

      penalty or other liabilities which in the aggregate would have a Material
      Adverse Effect; or

            (h) One or more judgments or decrees shall be entered against the
      Company or any of its Subsidiaries involving in the aggregate a liability
      (not paid or fully covered by insurance or not subject to indemnification
      from the sellers under the Purchase Agreements or any of their respective
      Affiliates) of $15,000,000 or more to the extent that all such judgments
      or decrees shall not have been vacated, discharged, stayed or bonded
      pending appeal within the time required by the terms of such judgment; or

            (i) Except as provided in subsection 16.1, any Guarantee hereof
      shall cease, for any reason, to be in full force and effect or any Credit
      Party shall so assert in writing; or

            (j) Except as provided in subsection 16.1, any Pledgor (as defined
      in the relevant Pledge Agreement) shall breach any covenant or agreement
      contained in such Pledge Agreement with the effect that such Pledge
      Agreement shall cease to be in full force and effect or the Lien granted
      thereby shall cease to be a first priority Lien or any Credit Party shall
      assert in writing that any Pledge Agreement is no longer in full force and
      or effect or the Lien granted thereby is no longer a first priority Lien;
      or

            (k) HoldCo shall cease to own, directly or indirectly, 100% of the
      issued and outstanding capital stock of the Company, free and clear of all
      Liens (other than the Lien granted pursuant to the HoldCo Pledge
      Agreement), or HoldCo shall conduct, transact or otherwise engage in any
      business or operations, incur, create, assume or suffer to exist any
      Indebtedness, Contingent Obligations or other liabilities or obligations
      or Liens (other than pursuant to any of the Credit Documents), or own,
      lease, manage or otherwise operate any properties or assets, other than
      (1) incident to the ownership of the Pledged Stock and the Pledged Note
      (as such terms are defined in the HoldCo Pledge Agreement), (2) as
      permitted by this Agreement, (3) incident to the ownership of capital
      stock or other equity interests in any person to the extent (i) the
      acquisition thereof by the Company would constitute a Permitted
      Acquisition and (ii) such capital stock or equity interests are
      contributed to the Company promptly following HoldCo's acquisition thereof
      and (4) the making of the Subordinated Loan or the issuance of the
      Subordinated HoldCo Debentures; or

            (l) FL Affiliates shall cease to own at least 51% of the outstanding
      capital stock of HoldCo, free and clear of all Liens;

then, and in any such event, (a) if such event is an Event of Default with
respect to the Company specified in clause (i) or (ii) of paragraph (f) above,
automatically (i) the Commitments and the Issuing Lender's obligation to issue
Letters of Credit shall immediately terminate and the Loans hereunder (with
accrued interest thereon) and all other amounts owing under this Agreement and
the Loans shall immediately become due and payable, and (ii) all obligations of
the Company in respect of the Letters of Credit, although contingent and
unmatured, shall become immediately due
<PAGE>

and payable and the Issuing Lender's obligation to issue Letters of Credit shall
immediately terminate and (b) if such event is any other Event of Default, so
long as any such Event of Default shall be continuing, either or both of the
following actions may be taken: (i) with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Company declare the Commitments and
the Issuing Lender's obligation to issue Letters of Credit to be terminated
forthwith, whereupon the Commitments and such obligation shall immediately
terminate; and (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice of default to the Company (A) declare all or a portion of the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the Loans to be due and payable forthwith, whereupon
the same shall immediately become due and payable, and (B) declare all or a
portion of the obligations of the Company in respect of the Letters of Credit,
although contingent and unmatured, to be due and payable forthwith, whereupon
the same shall immediately become due and payable and/or demand that the Company
discharge any or all of the obligations supported by the Letters of Credit by
paying or prepaying any amount due or to become due in respect of such
obligations. All payments under this Section 14 on account of undrawn Letters of
Credit shall be made by the Company directly to a cash collateral account
established by the Administrative Agent for such purpose for application to the
Company's reimbursement obligations under subsection 6.6 as drafts are presented
under the Letters of Credit, with the balance, if any, to be applied to the
Company's obligations under this Agreement and the Loans as the Administrative
Agent shall determine with the approval of the Required Lenders. Except as
expressly provided above in this Section 14, presentment, demand, protest and
all other notices of any kind are hereby expressly waived.

      SECTION 15. THE CO-AGENTS, THE ADMINISTRATIVE AGENT; THE ISSUING LENDER

      15.1 Appointment. Each Lender which has a Tranche A Term Loan Commitment
or a Revolving Credit Commitment hereby irrevocably designates and appoints
Nationsbank, N.A. and The Bank of Nova Scotia as the Co-Agents of such Lender
under this Agreement and acknowledges that the Co-Agents, in their respective
capacity as such, shall have no duties under the Credit Documents. Each Lender
hereby irrevocably designates and appoints Chase as the Administrative Agent
under this Agreement and irrevocably authorizes Chase as Administrative Agent
for such Lender to take such action on its behalf under the provisions of the
Credit Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of the Credit
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement,
neither any Co-Agent nor the Administrative Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into the
Credit Documents or otherwise exist against any Co-Agent or the Administrative
Agent.
<PAGE>

      15.2 Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement and each of the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Without limiting the
foregoing, the Administrative Agent may appoint Chemical Bank Agency Services
Corporation as its agent to perform the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Company and distribution of
funds to the Lenders and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.
Neither the Co-Agents nor the Administrative Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care, except as otherwise provided in subsection 15.3.

      15.3 Exculpatory Provisions. Neither any Co-Agent nor the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact,
Affiliates or Subsidiaries shall be (i) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with the Credit
Documents (except for its or such Person's own gross negligence or willful
misconduct), or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by any Credit Party or
any officer thereof contained in the Credit Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Co-Agents or the Administrative Agent under or in connection with, the
Credit Documents or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of the Credit Documents or for any failure of any
Credit Party to perform its obligations thereunder. Neither any Co-Agent nor the
Administrative Agent shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, any Credit Document, or to inspect the
properties, books or records of any Credit Party.

      15.4 Reliance by Co-Agents or the Administrative Agent. Any Co-Agent and
the Administrative Agent shall be entitled to rely, and shall be fully protected
in relying, upon any Note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Company), independent accountants and other experts
selected by any Co-Agent or the Administrative Agent. The Co-Agents and the
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Co-Agents or the Administrative
Agent. The Co-Agents or the Administrative Agent shall be fully justified in
failing or refusing to take any action under any Credit Document unless it shall
first receive such advice or concurrence of the Required Lenders (or, where
unanimous consent of the Lenders is expressly required hereunder, such Lenders)
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or
<PAGE>

continuing to take any such action. The Co-Agents or the Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under any Credit Document in accordance with a request of the Required Lenders,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the Notes.

      15.5 Notice of Default. Neither any Co-Agent nor the Administrative Agent
shall be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default hereunder unless such Co-Agent or the Administrative Agent has
received written notice from a Lender or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that any Co-Agent or the
Administrative Agent receives such a notice, such Co-Agent or Administrative
Agent shall promptly give notice thereof to the Lenders. The Administrative
Agent shall take such action with respect to such Default or Event of Default as
shall be directed by the Required Lenders; provided that (i) the Administrative
Agent shall not be required to take any action that exposes the Administrative
Agent to liability or that is contrary to this Agreement or applicable law and
(ii) unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

      15.6 Non-Reliance on Co-Agents, Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that neither any Co-Agent or the
Administrative Agent nor any of their respective officers, directors, employees,
agents, attorneys-in-fact, Subsidiaries or Affiliates has made any
representations or warranties to it and that no act by any Co-Agent or the
Administrative Agent hereafter taken, including any review of the affairs of the
Credit Parties, shall be deemed to constitute any representation or warranty by
such Co-Agent or the Administrative Agent to any Lender. Each Lender represents
to each Co-Agent and the Administrative Agent that it has, independently and
without reliance upon any Co-Agent or the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Credit Parties and made its own decision to make its Loans hereunder, issue and
participate in the Letters of Credit and enter into this Agreement. Each Lender
also represents that it will, independently and without reliance upon the
Administrative Agent or any Co-Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under the Credit Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Credit Parties. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, neither any Co-Agent nor the
Administrative Agent shall have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, financial
condition, assets, liabilities, net assets, properties,
<PAGE>

results of operations, value, prospects and other condition or creditworthiness
of the Credit Parties which may come into the possession of any Co-Agent or the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact, Affiliates or Subsidiaries.

      15.7 Indemnification. The Lenders severally agree to indemnify each of the
several Co-Agents and the Administrative Agent in its capacity as such (to the
extent not reimbursed by the Credit Parties and without limiting the obligation
of the Credit Parties to do so), ratably according to the respective amounts of
their respective Commitments (or, to the extent such Commitments have been
terminated, according to the respective outstanding principal amounts of the
Loans and obligations, whether as Issuing Lender or a Participating Lender, with
respect to Letters of Credit), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following the payment of the Loans) be
imposed on, incurred by or asserted against any Co-Agent or the Administrative
Agent in any way relating to or arising out of the Credit Documents or any
documents contemplated by or referred to herein or the transactions contemplated
hereby or any action taken or omitted by any Co-Agent or the Administrative
Agent under or in connection with any of the foregoing; provided that no Lender
shall be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from any Co-Agent's or the Administrative Agent's
gross negligence or willful misconduct. The agreements contained in this
subsection 15.7 shall survive the payment of the Notes and all other amounts
payable hereunder.

      15.8 Co-Agent or Administrative Agent in its Individual Capacity. The
Co-Agents and Administrative Agent and their Affiliates and Subsidiaries may
make loans to, accept deposits from and generally engage in any kind of business
with the Credit Parties as though each Co-Agent or the Administrative Agent were
not each Co-Agent or the Administrative Agent hereunder. With respect to its
Loans made or renewed by it, any Note issued to it and any Letter of Credit
issued by or participated in by it, each of the several Co-Agents and the
Administrative Agent shall have the same rights and powers, duties and
liabilities under the Credit Documents as any Lender and may exercise the same
as though it were not Co-Agent or the Administrative Agent and the terms
"Lender" and "Lenders" shall include each Co-Agent and the Administrative Agent
in its individual capacities.

      15.9 Successor Co-Agent or Administrative Agent. Any Co-Agent and the
Administrative Agent may resign as Co-Agent or Administrative Agent upon 30
days' notice to the Lenders. The resignation of any Co-Agent shall be effective
without any further act or deed on the part of the former Co-Agent. If the
Administrative Agent shall resign as Administrative Agent under the Credit
Documents, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders which successor agent shall be approved by the
Company (which approval shall not be unreasonably withheld) whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent and the term "Administrative
<PAGE>

Agent" shall mean such successor agent effective upon its appointment, and the
former Administrative Agent's rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any
holders of the Notes. After any retiring Co-Agent's or Administrative Agent's
resignation hereunder as Co-Agent or Administrative Agent, the provisions of
this Section 15 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Co-Agent or Administrative Agent under the Credit
Documents.

      15.10 Issuing Lender as Issuer of Letters of Credit. Each Lender and each
Co-Agent hereby acknowledges that the provisions of this Section 15 shall apply
to the Issuing Lender, in its capacity as issuer of any Letter of Credit, in the
same manner as such provisions are expressly stated to apply to the
Administrative Agent.

      SECTION 16. MISCELLANEOUS.

      16.1 Amendments and Waivers. No Credit Document nor any terms thereof may
be amended, supplemented, waived or modified except in accordance with the
provisions of this subsection 16.1. With the written consent of the Required
Lenders, the Administrative Agent and the respective Credit Parties may, from
time to time, enter into written amendments, supplements or modifications to any
Credit Document for the purpose of adding any provisions to such Credit Document
to which they are parties or changing in any manner the rights of the Lenders or
of any such Credit Party or any other Person thereunder or waiving, on such
terms and conditions as the Administrative Agent may specify in such instrument,
any of the requirements of any such Credit Document or any Default or Event of
Default and its consequences; provided, however, that:

            (a) no such waiver and no such amendment, supplement or modification
      shall directly or indirectly release (i) any Subsidiary Guarantor from its
      obligations under its Subsidiary Guarantee, without the written consent of
      the Required Application Lenders or (ii) release the HoldCo Guarantee or
      all or substantially all of the Subsidiary Guarantees, without the written
      consent of the Release Lenders, except in either case as otherwise
      provided herein or in any other Credit Document;

            (b) no such waiver and no such amendment, supplement or modification
      shall directly or indirectly release (i) any Subsidiary Guarantor from its
      obligations under the Subsidiary Pledge Agreement, without the consent of
      the Required Application Lenders, or (ii) HoldCo, the Company or all or
      substantially all the Subsidiaries from their obligations under the HoldCo
      Pledge Agreement, the Company Pledge Agreement or the Subsidiary Pledge
      Agreement, respectively, without the written consent of the Release
      Lenders, except in either case as otherwise provided herein or in any
      other Credit Document;

            (c) no such waiver and no such amendment, supplement or modification
      shall change the order of application of any optional or
<PAGE>

      mandatory prepayment of Loans or reduction of Commitments pursuant to
      subsection 8.5 and 8.6 without the written consent of the Required
      Application Lenders;

            (d) no such waiver and no such amendment, supplement or modification
      shall (i) extend the scheduled maturity of any Loan, scheduled installment
      of any Loan or scheduled reduction of any Loan or extend the expiry date
      of any Letter of Credit beyond the Revolving Credit Termination Date, or
      reduce the rate or extend the time of payment of interest thereon, or
      change the method of calculating interest thereon, or reduce the amount or
      extend the time of payment of any fee payable to the Lenders hereunder, or
      reduce the principal amount thereof, or increase the amount of any
      Commitment of any Lender without the consent of each Lender directly
      affected thereby, or (ii) amend, modify or waive any provision of this
      subsection 16.1 or the definitions of Required Lenders, Release Lenders or
      Required Application Lenders, or change the percentage of the Lenders
      required to waive a condition precedent under Section 11 or consent to the
      assignment or transfer by any Credit Party of any of its rights and
      obligations under any Credit Document, in each case, without the written
      consent of each Lender; and

            (e) no such waiver and no such amendment, supplement or modification
      shall amend, modify or waive any provision of Section 15 without the
      written consent of the then Co-Agents, Issuing Lender and the
      Administrative Agent.

Any such waiver and any such amendment, supplement or modification described in
this subsection 16.1 shall apply equally to each of the Lenders and shall be
binding upon each Credit Party, the Lenders, each Co-Agent, the Administrative
Agent and all future holders of the Loans. No waiver, amendment, supplement or
modification of any Letter of Credit shall extend the expiry date thereof
without the written consent of the Participating Lenders. In the case of any
waiver, the Company, the Lenders, each Co-Agent, and the Administrative Agent
shall be restored to their former position and rights hereunder and under the
outstanding Loans, and any Default or Event of Default waived shall be deemed to
be cured and not continuing; but no such waiver shall extend to any subsequent
or other Default or Event of Default, or impair any right consequent thereon.

      16.2 Notices. All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by telecopy or
telex), and, unless otherwise expressly provided herein, shall be deemed to have
been duly given or made when delivered by hand, or three Business Days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when sent, confirmation of receipt received, or, in the case of telex
notice, when sent, answerback received, addressed as follows in the case of each
Credit Party and the Administrative Agent, and as set forth on its signature
page hereto in the case of any Lender, or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Loans:

                HoldCo:                 Community Health Systems Holdings Corp.
<PAGE>

                                        c/o Forstmann Little & Co.
                                        767 Fifth Avenue
                                        44th Floor
                                        New York, New York  10153
                                        Attention: Thomas H. Lister
                                        Telex: 497 23385LCO
                                        Telecopy: (212) 759-9059

                The Company:            Community Health Systems, Inc.
                                        155 Franklin Road
                                        Suite 400
                                        Brentwood, TN 37027
                                        Attention: Barry E. Stewart
                                                   Vice President
                                        Telecopy: (615) 309-5132

                In the case of the Company,
                HoldCo or Acquisition Co,
                with a copy to:         Fried, Frank, Harris,
                                        Shriver & Jacobson
                                        One New York Plaza
                                        New York, New York  10004
                                        Attention:  Robert Schwenkel
                                        Telex:  128173
                                        Telecopy:  (212) 859-4000

                The Administrative
                  Agent:                The Chase Manhattan Bank
                                        270 Park Avenue
                                        New York, New York  10017
                                        Attention:  Dawn Lee Lum
                                        Telecopy:  (212) 270-3279

                With a copy to:         Chase Securities Inc.
                                        270 Park Avenue
                                        New York, New York  10017
                                        Attention:  Allison Conway-Carey
                                        Telecopy:  (212) 270-1848

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsections 6.3, 6.7, 8.1, 8.3, 8.4, 8.5, and 8.6
shall not be effective until received and provided, further that the failure to
provide the copies of notices to the Company provided for in this subsection
16.2 shall not result in any liability to the Administrative Agent, any Co-Agent
or any Lender.

      16.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay
in exercising, on the part of the Administrative Agent, any Co-Agent or any
Lender, any right, remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or
<PAGE>

further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

      16.4 Survival of Representations and Warranties. All representations and
warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement, the Letters of Credit and the Loans.

      16.5 Payment of Expenses and Taxes. The Company agrees:

            (a) to pay or reimburse the Administrative Agent for all of its
      out-of-pocket costs and expenses incurred in connection with the
      development, preparation and execution of, the Credit Documents and any
      other documents prepared in connection herewith, and the consummation of
      the transactions contemplated hereby and thereby, including, without
      limitation, the reasonable fees and disbursements of counsel to the
      Administrative Agent;

            (b) to pay or reimburse each Lender, each Co-Agent and the
      Administrative Agent for all their costs and expenses incurred in
      connection with, and to pay, indemnify, and hold the Administrative Agent,
      each Co-Agent and each Lender harmless from and against any and all other
      liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, expenses or disbursements of any kind or nature whatsoever
      arising out of or in connection with, the enforcement or preservation of
      any rights under any Credit Document and any such other documents,
      including, without limitation, reasonable fees and disbursements of
      counsel to the Administrative Agent, each Co-Agent and each Lender
      incurred in connection with the foregoing and in connection with advising
      the Administrative Agent with respect to its rights and responsibilities
      under this Agreement and the documentation relating thereto;

            (c) to pay, indemnify, and to hold the Administrative Agent, each
      Co-Agent and each Lender harmless from, any and all recording and filing
      fees and any and all liabilities with respect to, or resulting from any
      delay in paying, stamp, excise and other similar taxes (other than
      withholding taxes), if any, which may be payable or determined to be
      payable in connection with the execution and delivery of, or consummation
      of any of the transactions contemplated by, or any amendment, supplement
      or modification of, or any waiver or consent under or in respect of, any
      Credit Document and any such other documents; and

            (d) to pay, indemnify, and hold the Administrative Agent, each
      Co-Agent and each Lender and their respective officers, directors,
      employees and agents harmless from and against any and all other
      liabilities, obligations, losses, damages (including punitive damages),
      penalties, fines, actions, judgments, suits, costs, expenses or
      disbursements of any kind or nature whatsoever (including, without
      limitation, reasonable experts' and consultants' fees and reasonable
<PAGE>

      fees and disbursements of counsel and third party claims for personal
      injury or real or personal property damage) which may be incurred by or
      asserted against the Administrative Agent, any Co-Agent or the Lenders (x)
      arising out of or in connection with any investigation, litigation or
      proceeding related to this Agreement, the other Credit Documents, the
      proceeds of the Loans, or any of the other transactions contemplated
      hereby or thereby, whether or not the Administrative Agent, any Co-Agent
      or any of the Lenders is a party thereto, (y) with respect to any
      environmental matters, any environmental compliance expenses and
      remediation expenses, to the extent required under Environmental Laws, in
      connection with the presence, suspected presence, release or suspected
      release of any Materials of Environmental Concern in or into the air,
      soil, groundwater, surface water or improvements at, on, about, under, or
      within the Properties, or any portion thereof, or elsewhere in connection
      with the transportation of Materials of Environmental Concern to or from
      the Properties or (z) without limiting the generality of the foregoing, by
      reason of or in connection with the execution and delivery or transfer of,
      or payment or failure to make payments under, Letters of Credit (it being
      agreed that nothing in this subsection 16.5(d)(z) is intended to limit the
      Company's obligations pursuant to subsection 6.6);

(all the foregoing, collectively, the "indemnified liabilities"), provided that
the Company shall have no obligation hereunder with respect to indemnified
liabilities of the Administrative Agent, any Co-Agent or any Lender or any of
their respective officers, directors, employees or agents arising from (i) the
gross negligence or willful misconduct of such Administrative Agent, Co-Agent or
Lender or their respective directors, officers, employees or agents or (ii)
legal proceedings commenced against the Administrative Agent, any Co-Agent or
any Lender by any security holder or creditor thereof arising out of and based
upon rights afforded any such security holder or creditor solely in its capacity
as such or (iii) legal proceedings commenced against the Administrative Agent,
any Co-Agent or any such Lender by any Transferee (as defined in subsection
16.6). The agreements in this subsection 16.5 shall survive repayment of the
Loans and all other amounts payable hereunder.

      16.6 Successors and Assigns; Participations; Purchasing Lenders. (a) This
Agreement shall be binding upon and inure to the benefit of the Company, the
Lenders, the Co-Agents and the Administrative Agent, all future holders of the
Loans, and their respective successors and assigns, except that the Company may
not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Lender.

      (b) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
financial institutions ("Participants") participating interests in any Loan
owing to such Lender, any participating interest of such Lender in the Letters
of Credit, any Note held by such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Credit Documents,
provided, however, that no Lender shall sell any such participating interest to
any Participant which is a Non-U.S. Lender that
<PAGE>

is unable to deliver to such Lender either an Internal Revenue Service Form 4224
or Form 1001 pursuant to clause (A) of subsection 8.18(e) hereof). In the event
of any such sale by a Lender of participating interests to a Participant, such
Lender's obligations under this Agreement to the other parties to this Agreement
shall remain unchanged, such Lender shall remain solely responsible for the
performance thereof, such Lender shall remain the holder of any such Loan for
all purposes under this Agreement and the other Credit Documents and the Company
and the Administrative Agent shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under this
Agreement and the other Credit Documents. The Company agrees that if amounts
outstanding under this Agreement and the Loans are due and unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall be deemed to have the right of setoff
in respect of its participating interest in amounts owing under this Agreement
and any Loan to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement or any Loan; provided
that such Participant shall only be entitled to such right of setoff if it shall
have agreed in the agreement pursuant to which it shall have acquired its
participating interest to share with the Lenders the proceeds thereof, as
provided in subsection 16.7. The Company also agrees that each Participant shall
be entitled to the benefits of subsections 8.12, 8.19, 8.20 and 8.21 with
respect to its participation in the Letters of Credit and in the Commitments and
the Loans outstanding from time to time; provided that no Participant shall be
entitled to receive any greater amount pursuant to such subsections than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred and each Participant shall be subject to the
provisions of paragraph (c) of subsection 8.20.

      (c) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to any Lender or any Affiliate
thereof (including any Affiliate or Subsidiary of such transferor Lender) (with
"Affiliate" of any Lender including, for purposes of this subsection 16.6, any
open-end or closed-end mutual fund, or any investment partnership or account or
other investment entity, which is advised by the same or an affiliated
investment advisor, including up to a total of four) and, with the prior written
consent of the Company and the Administrative Agent (which in each case shall
not be unreasonably withheld), sell to one or more additional banks or financial
institutions (an "Assignee"), all or any part of its rights and obligations
under this Agreement, the Notes and the other Credit Documents and, with respect
to the Letters of Credit, such Lender's L/C Participating Interest, pursuant to
an Assignment and Acceptance executed by such Assignee, such assigning Lender
(and, in the case of an Assignee that is not then a Lender or an Affiliate
thereof, by the Company and the Administrative Agent), and delivered to the
Administrative Agent for its acceptance and recording in the Register (as
defined below); provided that (A) each such sale pursuant to this subsection
16.6(c) of less than all of a Lender's rights and Obligations (I) to a Person
which is not then a Lender or an Affiliate of a Lender shall be of Commitments
and/or Loans of $10,000,000 or more (or such lesser amount as otherwise
consented to by the Company in its sole discretion and the Administrative Agent)
and (II) to a Person which is then a Lender or an
<PAGE>

Affiliate of a Lender may be in any amount, (B) in the event of a sale of less
than all of such rights and obligations, such Lender after such sale shall
retain Commitments and/or Loans (without duplication) aggregating at least
$10,000,000 (or such lesser amount as otherwise consented to by the Company in
its sole discretion and the Administrative Agent) and (C) each Assignee which is
a Non-U.S. Lender shall comply with the provisions of clause (A) of subsection
8.18(e) hereof, or, with the prior written consent of the Company which may be
withheld in its sole discretion, with or without cause, the provisions of clause
(B) of subsection 8.18(e) hereof (and, in either case, with all of the other
provisions of subsection 8.18(e) hereof); and provided, further that the
foregoing shall not prohibit a Lender from selling participating interests in
accordance with subsection 16.6(b) in all or any portion of its Commitments
and/or Loans (without duplication). Upon such execution, delivery, acceptance
and recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (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 with the Commitments and Loans as set
forth therein, and (y) the assigning Lender thereunder shall, to the extent of
the interest transferred, as reflected in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such assigning Lender
shall cease to be a party hereto). Such Assignment and Acceptance shall be
deemed to amend this Agreement to the extent, and only to the extent, necessary
to reflect the addition of such Assignee and the resulting adjustment of
Commitment Percentages arising from the purchase by such Assignee of all or a
portion of the rights and obligations of such assigning Lender under this
Agreement and the Notes. As soon as practicable after the effective date
determined pursuant to such Assignment and Acceptance, the Company, at its own
expense, shall, to the extent requested by the Assignee, execute and deliver to
the Administrative Agent, in exchange for any surrendered Notes, new Notes to
the order of such Assignee in amounts equal to the respective Commitments and
Loans assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained Commitments hereunder, to the extent requested by
the assigning Lender, new Notes to the order of the assigning Lender in an
amount equal to the Commitments and Loans retained by it hereunder. Such new
Notes shall be dated the Closing Date and shall otherwise be in the form of the
Notes replaced thereby. Any Notes surrendered by the assigning Lender shall be
returned by the Administrative Agent to the Company marked "cancelled".
Notwithstanding anything herein to the contrary (and to the extent permitted by
law), after the occurrence of an Event of Default of the type described in
Section 14(f) with respect to HoldCo or the Company, any Lender may sell all or
any part of its rights and obligations under this Agreement without the consent
of the Company.

      (d) Any Non-U.S. Lender (other than a Participant or an Assignee, with
respect to which the Company has not provided the prior written consent
described in clause (C) of the proviso to the first sentence of subsection
16.6(c), in the case of an Assignee) that could become completely exempt from
withholding of any U.S. Taxes in respect of payment of any interest due to such
Non-U.S. Lender under this Agreement if the Term Note(s) held by such Non-U.S.
Lender were in registered form for U.S.
<PAGE>

federal income tax purposes may request the Company (through the Administrative
Agent), and the Company agrees thereupon, to exchange any Term Note(s) held by
such Non-U.S. Lender, or to issue to such Non-U.S. Lender on the date it becomes
a party to this Agreement, Term Note(s) registered as provided in paragraph (e)
below and substantially in the form of Exhibit I (a "Qualified Non-U.S. Lender
Note"). Qualified Non-U.S. Lender Notes may not be exchanged for promissory
notes that are not Qualified Non-U.S. Lender Notes.

      (e) A Qualified Non-U.S. Lender Note and the Obligation(s) evidenced
thereby may be assigned or otherwise transferred in whole or in part only by
registration of such assignment or transfer of such Qualified Non-U.S. Lender
Note and the Obligation(s) evidenced thereby on the Register (and each Qualified
Non-U.S. Lender Note shall expressly so provide). Any assignment or transfer of
all or part of such Obligation(s) and the Qualified Non-U.S. Lender Note(s)
evidencing the same shall be registered on the Register only upon surrender for
registration of assignment or transfer of the Qualified Non-U.S. Lender Note(s)
evidencing such Obligation(s), duly endorsed by (or accompanied by a written
instrument of assignment or transfer duly executed by) the holder thereof (a
"Qualified Non-U.S. Lender Noteholder"), and thereupon one or more new Qualified
Non-U.S. Lender Note(s) in the same aggregate principal amount shall be issued
to the designated Assignee(s) and the old Qualified Non-U.S. Lender Note shall
be returned to the Company marked "cancelled". No assignment of a Qualified
Non-U.S. Lender Note and the Obligation(s) evidenced thereby shall be effective
unless it shall have been recorded in the Register by the Administrative Agent
as provided in this subsection 16.6(e).

      (f) The Administrative Agent acting on behalf of and as agent for the
Company, shall maintain at the address of the Administrative Agent referred to
in subsection 16.2 a copy of each Assignment and Acceptance delivered to it and
a register (the "Register") for the recordation of the names and addresses of
the Lenders and the registered owners of the Obligations evidenced by the
Qualified Non-U.S. Lender Notes (including Qualified Non-U.S. Lender
Noteholders) and the Commitment of, the principal amount of any Term Loans,
Swing Line Loans, Acquisition Loans and/or Revolving Credit Loans owing to, and
if such Lender has any Revolving Credit Commitment, the L/C Participating
Interests of, each Lender from time to time. The entries in the Register shall
be conclusive, in the absence of manifest error, and the Company, the
Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register as the owner of the Loans, Qualified Non-U.S. Lender
Notes or L/C Participating Interests recorded therein for all purposes of this
Agreement, notwithstanding any notice to the contrary. The Register shall be
available for inspection by the Company or any Lender at any reasonable time and
from time to time upon reasonable prior notice.

      (g) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, by the Company and the Administrative
Agent), together with payment to the Administrative Agent of a registration and
processing fee of $4,000 if the Assignee is not a Lender or an Affiliate thereof
prior to the execution of such Assignment and
<PAGE>

Acceptance and $1,000 otherwise, the Administrative Agent shall (i) promptly
accept such Assignment and Acceptance and (ii) on the effective date determined
pursuant thereto, record the information contained therein in the Register and
give notice of such acceptance and recordation to the Lenders and the Company.

      (h) The Company authorizes each Lender to disclose to any Participant or
Assignee (each, a "Transferee") and any prospective Transferee any and all
financial information in such Lender's possession concerning Holdings, the
Company and their respective Subsidiaries which has been delivered to such
Lender by or on behalf of the Company pursuant to this Agreement or which has
been delivered to such Lender by or on behalf of the Company in connection with
such Lender's credit evaluation of Holdings, the Company and their respective
Subsidiaries and Affiliates prior to becoming a party to this Agreement.

      (i) If, pursuant to this subsection 16.6, any interest in this Agreement
or any Loan or Letter of Credit is transferred to any Transferee which would be
a Non-U.S. Lender upon the effectiveness of such transfer, the assigning Lender
shall cause such Transferee, concurrently with the effectiveness of such
transfer, (i) to represent to the assigning Lender (for the benefit of the
assigning Lender, the Administrative Agent and the Company) that under
applicable law and treaties no U.S. Taxes will be required to be withheld by the
Administrative Agent, the Company or the assigning Lender with respect to any
payments to be made to such Transferee in respect of the Loans or L/C
Participating Interests, (ii) to furnish to the assigning Lender (and, in the
case of any Assignee registered in the Register, the Administrative Agent and
the Company) such Internal Revenue Service Forms required to be furnished
pursuant to subsection 8.18(e) and (iii) to agree (for the benefit of the
assigning Lender, the Administrative Agent and the Company) to be bound by the
provisions of subsection 8.18(e).

      (j) For avoidance of doubt, the parties to this Agreement acknowledge that
the provisions of this subsection concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law; provided that any transfer of Loans or Notes
upon, or in lieu of, enforcement of or the exercise of remedies under any such
pledge shall be treated as an assignment thereof which shall not be made without
compliance with the requirements of this subsection 16.6.

      16.7 Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender") shall
at any time receive any payment of all or part of any of its Term Loans,
Revolving Credit Loans (other than payment of Swing Line Loans), Acquisition
Loans or L/C Participating Interests, as the case may be, or interest thereon,
or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in clause (f) of Section 14, or otherwise) in a greater proportion
than any such payment to and collateral received by any other Lender, if any, in
respect of such other Lender's Term Loans, Revolving Credit Loans, Acquisition
Loans or L/C Participating Interests, as the case may be, or interest thereon,
such benefitted Lender
<PAGE>

shall purchase for cash from the other Lenders such portion of each such other
Lender's Term Loans, Revolving Credit Loans, Acquisition Loans or L/C
Participating Interests, as the case may be, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The Company agrees that each Lender so
purchasing a portion of another Lender's Loans and/or L/C Participating
Interests may exercise all rights of payment (including, without limitation,
rights of set-off) with respect to such portion as fully as if such Lender were
the direct holder of such portion. The Administrative Agent shall promptly give
the Company notice of any set-off, provided that the failure to give such notice
shall not affect the validity of such set-off.

      (b) Upon the occurrence of an Event of Default specified in Section 14(a)
or 14(f), the Administrative Agent, each Co-Agent and each Lender are hereby
irrevocably authorized at any time and from time to time without notice to the
Company, any such notice being hereby waived by the Company, to set off and
appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the
Administrative Agent, such Co-Agent or such Lender to or for the credit or the
account of the Company or any part thereof in such amounts as the Administrative
Agent, such Co-Agent or such Lender may elect, on account of the liabilities of
the Company hereunder and under the other Credit Documents and claims of every
nature and description of the Administrative Agent, such Co-Agent or such Lender
against the Company in any currency, whether arising hereunder, or otherwise,
under any other Credit Document as the Administrative Agent, such Co-Agent or
such Lender may elect, whether or not the Administrative Agent, such Co-Agent or
such Lender has made any demand for payment and although such liabilities and
claims may be contingent or unmatured. The Administrative Agent, each Co-Agent
and each Lender shall notify the Company promptly of any such setoff made by it
and the application made by it of the proceeds thereof, provided that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of the Administrative Agent, each Co-Agent and each
Lender under this paragraph are in addition to other rights and remedies
(including, without limitation, other rights of setoff) which the Administrative
Agent, such Co-Agent or such Lender may have.

      16.8 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Administrative Agent. This Agreement
shall become effective with respect to the Company, the Co-Agents, the
Administrative Agent and the Lenders when the Administrative Agent shall have
received copies of this Agreement executed
<PAGE>

by the Company, HoldCo, the Co-Agents and the Lenders, or, in the case of any
Lender, shall have received telephonic confirmation from such Lender stating
that such Lender has executed counterparts of this Agreement or the signature
pages hereto and sent the same to the Administrative Agent.

      16.9 Integration1 This Agreement and the other Credit Documents represent
the entire agreement of the Credit Parties, the Administrative Agent, the
Co-Agents and the Lenders with respect to the subject matter hereof and thereof,
and there are no promises, undertakings, representations or warranties by the
Administrative Agent, any Co-Agent or any Lender relative to the subject matter
hereof or thereof not expressly set forth or referred to herein or in the other
Credit Documents.

      16.10 GOVERNING LAW; NO THIRD PARTY RIGHTS. THIS AGREEMENT AND THE LOANS
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE LOANS
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK. THIS AGREEMENT IS SOLELY FOR THE BENEFIT OF THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND, EXCEPT AS SET
FORTH IN SUBSECTION 16.6, NO OTHER PERSONS SHALL HAVE ANY RIGHT, BENEFIT,
PRIORITY OR INTEREST UNDER, OR BECAUSE OF THE EXISTENCE OF, THIS AGREEMENT.

      16.11 SUBMISSION TO JURISDICTION; WAIVERS. (A) EACH PARTY TO THIS
AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY:

            (I) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
      PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT
      DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
      THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE
      STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE
      SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

            (II) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
      SUCH COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
      THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH
      ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT
      TO PLEAD OR CLAIM THE SAME;

            (III) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
      PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
      CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
      PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SUBSECTION 16.2 OR AT
      SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN
      NOTIFIED PURSUANT THERETO; AND

            (IV) AGREES THAT NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT TO
      EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
      LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

      (B) EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING REFERRED TO IN PARAGRAPH (A) ABOVE.

      16.12 Acknowledgments. HoldCo and the Company each hereby
<PAGE>

acknowledges that:

            (a) none of the Administrative Agent, any Co-Agent or any Lender has
      any fiduciary relationship to any Credit Party, and the relationship
      between the Administrative Agent, the Co-Agents and the Lenders, on the
      one hand, and the Credit Parties, on the other hand, is solely that of
      creditor and debtor; and

            (b) no joint venture exists among the Lenders or among any Credit
      Parties and the Lenders.

            16.13 Restatement. By their execution hereof, each of the parties
      hereto agrees that all indebtedness of the Company under the Existing
      Credit Agreement shall be continued hereunder, that the Existing Credit
      Agreement shall be amended and restated to reflect such continuation and
      to preserve the perfection and priority of all security interests securing
      such indebtedness under the Existing Credit Agreement and that all
      indebtedness and obligations of the Company hereunder shall be secured by
      the Guarantees and Pledge Agreements.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in New York, New York by their proper and duly
authorized officers as of the day and year first above written.

                                        COMMUNITY HEALTH SYSTEMS, INC.

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


                                        COMMUNITY HEALTH SYSTEMS HOLDINGS CORP.

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


                                        THE CHASE MANHATTAN BANK, as
                                        Administrative Agent, Issuing Lender
                                        and as a Lender

                                         By:
                                           ---------------------------------
                                           Title:
<PAGE>
                                        NATIONSBANK, N.A., as Co-Agent
                                        and as a Lender


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

                                        Address for Notices
                                        One Nationsbank Plaza, 7th Floor
                                        Nashville, Tennessee 37239-1697
                                        Attention: Kevin Wagley
                                        Telecopy: (615) 749-4640
<PAGE>

                                        BANK OF AMERICA ILLINOIS, as a Lender


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

                                        Address for Notices
                                        One Nationsbank Plaza, 7th Floor
                                        Nashville, Tennessee 37239-1697
                                        Attention: Kevin Wagley
                                        Telecopy: (615) 749-4640
<PAGE>

                                        THE BANK OF NOVA SCOTIA, as Co-Agent
                                        and as a Lender


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

                                        Address for Notices
                                        600 Peachtree St. NE, Suite 2700
                                        Atlanta, Georgia  30308
                                        Attention: Carolyn A. Lopez
                                        Telecopy: (404) 888-8998
<PAGE>

                                        MERRILL LYNCH SENIOR FLOATING RATE
                                        FUND, INC., as a Lender


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

                                        Address for Notices
                                        800 Scudders Mill Road
                                        Plainsboro, New Jersey  08536
                                        Attention: Doug Henderson
                                        Telecopy: (609) 282-2756
<PAGE>

                                        SENIOR HIGH INCOME PORTFOLIO, INC.,
                                        as a Lender


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

                                        Address for Notices
                                        800 Scudders Mill Road
                                        Plainsboro, New Jersey  08536
                                        Attention: Doug Henderson
                                        Telecopy: (609) 282-2756
<PAGE>

                                        MERILL LYNCH PRIME RATE PORTFOLIO,
                                        as a Lender

                                        By:  Merrill Lynch Asset Management,
                                             L.P., as Investment Advisor


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

                                        Address for Notices
                                        800 Scudders Mill Road
                                        Plainsboro, New Jersey  08536
                                        Attention: Doug Henderson
                                        Telecopy: (609) 282-2756
<PAGE>

                                        VAN KAMPEN PRIME RATE INCOME TRUST,
                                        as a Lender


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

                                        Address for Notices
                                        One Parkview Plaza
                                        Oakbrook Terrace, Illinois  60181
                                        Attention: Jeffrey Maillett
                                        Telecopy: (630) 684-6385
<PAGE>

                                        STATE STREET BANK & TRUST, as a Lender


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

                                        Address for Notices
                                        Two International Place
                                        Boston, Massachusetts 02110
                                        Attention: Wayne Elpus
                                        Telecopy: (617) 664-5366
<PAGE>

                                        SENIOR DEBT PORTFOLIO, as a Lender
                                        by:  Boston Management and Research,
                                        as Investment Advisor


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

                                        Address for Notices
                                        c/o Eaton Vance Management Inc.
                                        24 Federal Street, 6th Floor
                                        Boston, Massachusetts  02110
                                        Attention: Payson Swaffield
                                        Telecopy: (617) 695-9594
<PAGE>

                                        MARINE MIDLAND BANK, as a Lender


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

                                        Address for Notices
                                        140 Broadway, 4th Floor
                                        New York, New York  10005-1185
                                        Attention: Christopher French
                                        Telecopy: (212) 658-2586
<PAGE>

                                        CREDIT LYONNAIS NEW YORK BRANCH,
                                        as a Lender


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

                                        Address for Notices
                                        1301 Avenue of the Americas
                                        New York, New York  10019
                                        Attention: Farbroud Tavangar
                                        Telecopy: (212) 261-3440
<PAGE>

                                        PARIBAS, as a Lender


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

                                        Address for Notices
                                        1200 Smith Street, Suite 3100
                                        Houston, Texas  77002
                                        Attention: Glenn Mealey
                                        Telecopy: (713) 659-5234
<PAGE>

                                        BANK AUSTRIA CREDITANSTALT CORPORATE
                                        FINANCE, INC., as a Lender


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


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

                                        Address for Notices
                                        Two Greenwich Plaza
                                        Greenwich, Connecticut  06830
                                        Attention: Ridge Cromwell
                                        Telecopy: (203) 861-1475
<PAGE>

                                        FIRST UNION NATIONAL BANK, as a Lender


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

                                        Address for Notices
                                        150 Fourth Avenue North, 2nd Floor
                                        Nashville, Tennessee  37219
                                        Attention: Carolyn Hannon
                                        Telecopy: (615) 251-9247
<PAGE>

                                        THE LONG-TERM CREDIT BANK OF JAPAN,
                                        LTD., as a Lender


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

                                        Address for Notices
                                        245 Peachtree Center Avenue, N.E.
                                        Suite 2801
                                        Atlanta, Georgia 30303
                                        Attention: Rebecca Silbert
                                        Telecopy: (404) 658-9751
<PAGE>

                                        THE MITSUBISHI TRUST AND BANKING
                                        CORPORATION, as a Lender


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

                                        Address for Notices
                                        520 Madison Avenue, 25th Floor
                                        New York, New York  10022
                                        Attention: Eric Mann
                                        Telecopy: (212) 644-6825
<PAGE>

                                        SRF TRADING, INC., as a Lender


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

                                        Address for Notices
                                        c/o NationsBank, N.A.
                                        101 N. Tryon Street, NC 1-001-15-01
                                        Charlotte, North Carolina 28273
                                        Attention: Ryan S. Barclay
                                        Telecopy: (704) 386-6391
<PAGE>

                                        KEYPORT LIFE INSURANCE COMPANY,
                                        as a Lender

                                        By:  Stein Roe & Farnham Incorporated,
                                             as Agent


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

                                        Address for Notices
                                        Stein Roe & Farnham Incorporated
                                        One Wacker Drive, 33rd Floor
                                        Chicago, Illinois 60606
                                        Attention: Brian W. Good
                                        Telecopy: (312) 368-7857
<PAGE>

                                        PRIME INCOME TRUST, as a Lender


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

                                        Address for Notices
                                        Two World Trade Center
                                        72nd Floor
                                        New York, New York  10048
                                        Attention: Sheila Finnerty
                                        Telecopy: (212) 392-5345
<PAGE>

                                        PILGRIM PRIME RATE TRUST, as a Lender

                                        By:  Pilgrim Investments, Inc., as its
                                             Investment Manager


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

                                        Address for Notices
                                        Two Renaissance Square
                                        40 North Central Avenue
                                        Phoenix, Arizona  85004-4424
                                        Attention: Michel Prince
                                        Telecopy: (602) 417-8327
<PAGE>

                                        MASSACHUSETTS MUTUAL LIFE INSURANCE
                                        COMPANY, as a Lender


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

                                        Address for Notices
                                        1295 State Street
                                        Springfield, Massachusetts  01111-0111
                                        Attention: Lisa Yoerg
                                        Telecopy: (413) 744-2022
<PAGE>

                                        MASSMUTUAL HIGH YIELD PARTNERS II, LLC,
                                        as a Lender

                                        By:  HYP Management Inc., as Managing
                                             Member


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

                                        Address for Notices
                                        1295 State Street
                                        Springfield, Massachusetts  01111-0111
                                        Attention: Lisa Yoerg
                                        Telecopy: (413) 744-2022
<PAGE>

                                        NEW YORK LIFE INSURANCE COMPANY,
                                        as a Lender


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

                                        Address for Notices
                                        51 Madison Avenue
                                        New York, New York  10010
                                        Attention: Steven Benevento
                                        Telecopy: (212) 447-4122
<PAGE>

                                        NEW YORK LIFE INSURANCE AND ANNUITY
                                        CORPORATION, as a Lender

                                        By:  New York Life Insurance Company


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

                                        Address for Notices
                                        51 Madison Avenue
                                        New York, New York  10010
                                        Attention: Steven Benevento
                                        Telecopy: (212) 447-4122
<PAGE>

                                        AMSOUTH BANK, as a Lender


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

                                        Address for Notices
                                        333 Union Street, Suite 200
                                        Nashville, Tennessee 37201
                                        Attention: Kathy Wind
                                        Telecopy: (615) 291-5257
<PAGE>

                                        ING CAPITAL ADVISORS, INC., as a Lender


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

                                        Address for Notices
                                        333 S. Grand Avenue
                                        Suite 4250
                                        Los Angeles, California  90071
                                        Attention: Helen Rhee
                                        Telecopy: (213) 346-3995
<PAGE>

                                        LEHMAN COMMERCIAL PAPER INC.,
                                        as a Lender


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

                                        Address for Notices
                                        3 World Financial Center, 11th Floor
                                        New York, New York  10285
                                        Attention: Michele Swanson
                                        Telecopy: (212) 526-0242
<PAGE>

                                        AERIES FINANCE LTD., as a Lender

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

                                        Address for Notices
                                        c/o Moore Management Services Limited
                                        Elizabeth House, Castle Street
                                        St. Helier, Jersey
                                        Channel Islands, Great Britain
                                        Attention: Director
                                        Telecopy: 011-441-534-616900

                                        with a copy to:
                                        Aeries Finance Ltd.
                                        c/o Stanfield Capital Partners LLC
                                        330 Madison Avenue
                                        New York, New York 10017
                                        Attention: Christopher E. Jansen
                                        Telecopy: (212) 284-4320

<PAGE>

                                        CAPTIVA FINANCE LTD., as a Lender

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

                                        Address for Notices
                                        c/o Deutsche Bank (Cayman) Limited
                                        P.O. Box 1984 GT, Elizabeth Square
                                        Grand Cayman, Cayman Islands
                                        Attention: Director
                                        Telecopy: (345) 949-5223

                                        with a copy to:
                                        Captiva Finance Ltd.
                                        330 Madison Avenue, 27th Floor
                                        New York, New York 10017
                                        Attention: Christopher E. Jansen
                                        Telecopy: (212) 284-4320
<PAGE>

                                        BANKBOSTON, N.A., as a Lender


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

                                        Address for Notices
                                        100 Federal Street
                                        Boston, Massachusetts  02110
                                        Attention: Greg Clark
                                        Telecopy: (617) 434-4929
<PAGE>

                                        THE BANK OF NEW YORK, as a Lender


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

                                        Address for Notices
                                        One Wall Street, 22nd Floor
                                        New York, New York  10286
                                        Attention: Anne Marie Hughes
                                        Telecopy: (212) 635-6434
<PAGE>

                                        BHF-BANK AKTIENGESELLSCHAFT, as a
                                         Lender


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

                                        Address for Notices
                                        590 Madison Avenue
                                        New York, New York  10022
                                        Attention: Patrick Marsh
                                        Telecopy: (212) 756-5536
<PAGE>

                                        FIRST NATIONAL BANK OF CHICAGO, as a
                                         Lender


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

                                        Address for Notices
                                        One First National Plaza
                                        Mail Suite 0091
                                        Chicago, Illinois 60670
                                        Attention: Tom Harkless
                                        Telecopy: (312) 732-2016
<PAGE>

                                        PAMCO CAYMAN LTD., as a Lender

                                        By:  Highland Capital Management LP,
                                             as Collateral Manager


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

                                        Address for Notices
                                        1150 Two Galleria Tower
                                        13455 Noel Rd. LB #45
                                        Dallas, Texas 75240
                                        Attention: Mark Okada
                                        Telecopy: (972) 233-4343
<PAGE>

                                        FIRST AMERICAN NATIONAL BANK,
                                        as a Lender


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

                                        Address for Notices
                                        327 Union Street, 2nd Floor
                                        Nashville, Tennessee 37237-0203
                                        Attention: Sandy Hamrick
                                        Telecopy: (615) 748-8480
<PAGE>

                                        PNC BANK N.A., as a Lender


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

                                        Address for Notices
                                        500 West Jefferson Street, 2nd Floor
                                        Louisville, Kentucky 40202
                                        Attention: Benjamin Willingham
                                        Telecopy: (502) 581-2302
<PAGE>

                                        NATIONAL CITY BANK OF KENTUCKY,
                                        as a Lender


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

                                        Address for Notices
                                        101 South Fifth Street
                                        Louisville, Kentucky 40202
                                        Attention: Roderic Brown
                                        Telecopy: (502) 581-4424
<PAGE>

                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                        as a Lender


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

                                        Address for Notices
                                        1251 Avenue of the Americas, 32nd Floor
                                        New York, New York  10020-1104
                                        Attention: Jennifer McNamara
                                        Telecopy: (212) 282-4490
<PAGE>

                                        SKANDINVISKA ENSKLIDA BANKEN, as a
                                        Lender


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

                                        Address for Notices
                                        245 Park Avenue
                                        New York, New York  10167
                                        Attention: Sverker Johansson
                                        Telecopy: (212) 697-5188
<PAGE>

                                        OCTAGON LOAN TRUST, as a Lender

                                        By: Octagon Credit Investors,
                                             as Manager,


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

                                        Address for Notices
                                        380 Madison Avenue, 12th Floor
                                        New York, New York  10017
                                        Attention: James Ferguson
                                        Telecopy: (212) 622-3070
<PAGE>

                                        INSTITUTIONAL DEBT MANAGEMENT,
                                        as a Lender


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

                                        Address for Notices:
                                        410 Park Avenue, 14th Floor
                                        New York, New York 10022
                                        Attention: Tom Ewald
                                        Telecopy: 212-891-5075
<PAGE>

                                        FLOATING RATE PORTFOLIO, as a Lender

                                        By:  INVESCO Senior Secured Management,
                                             Inc.,  as attorney in fact


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

                                        Address for Notices:
                                        1166 Avenue of the Americas, 27th Floor
                                        New York, New York 10036-2789
                                        Attention: Peter Wollman
                                        Telecopy: 212-278-9847

                                        with a copy to:
                                        AIM Floating Rate Portfolio
                                        11 Greenway Plaza, 16th Floor
                                        Houston, Texas 77046
                                        Attn: Stacy Franks
                                        Telecopy: (713) 214-4481
<PAGE>

                                        KZH STERLING LLC, as a Lender


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

                                        Address for Notices:
                                        c/o KZH Sterling LLC.
                                        The Chase Manhattan Bank
                                        450 West 33rd Street, 15th Floor
                                        New York, New York 10001
                                        Attention: Virginia Conway
                                        Telecopy: 212-946-7776

                                        with a copy to:

                                        Shan McSweeney
                                        c/o Gibson, Dunn & Crutcher LLP
                                        200 Park Avenue, 47th Floor
                                        New York, New Yotk 10166
                                        Telecopy: (212) 351-5330
<PAGE>
                                        KZH IV LLC, as a Lender


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

                                        Address for Notices:
                                        c/o KZH IV LLC
                                        The Chase Manhattan Bank
                                        450 West 33rd Street, 15th Floor
                                        New York, New York 10001
                                        Attention: Virginia Conway
                                        Telecopy: 212-946-7776

                                        with a copy to:
                                        Shan McSweeney
                                        c/o Gibson, Dunn & Crutcher LLP
                                        200 Park Avenue, 47th Floor
                                        New York, New York 10166
                                        Telecopy: (212) 351-5330
<PAGE>

                                        ALLSTATE LIFE INSURANCE COMPANY,
                                        as a Lender


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


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

                                        Address for Notices:
                                        3075 Sanders Road, Suite G3A
                                        Northbrook, Illinois 60062-7127
                                        Attention: Jerry Zinkula
                                        Telecopy: 847-402-3092
<PAGE>

                                        ALLSTATE INSURANCE COMPANY, as a Lender


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


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

                                        Address for Notices:
                                        3075 Sanders Road, Suite G3A
                                        Northbrook, Illinois 60062-7127
                                        Attention: Jerry Zinkula
                                        Telecopy: 847-402-3092
<PAGE>

                                        EATON VANCE SENIOR INCOME TRUST,
                                        as a Lender

                                        By:  Boston Management and Research,
                                             as Investment Advisor


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

                                        Address for Notices
                                        c/o Eaton Vance Management Inc.
                                        24 Federal Street, 6th Floor
                                        Boston, Massachusetts 02110
                                        Attention: Payson Swaffield
                                        Telecopy: (617) 695-9594
<PAGE>

                                        JACKSON NATIONAL LIFE INSURANCE
                                        COMPANY, as a Lender

                                        By:  PPM America, Inc., as attorney
                                             in fact, on behalf of Jackson
                                             National Life Insurance Company


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

                                        Address for Notices:
                                        225 West Wacker Drive, Suite 1200
                                        Chicago, IL 60606
                                        Attention:  Mike DiRie, or Mike King
                                                    and Dave Brinkley
                                        Telecopy: 312-634-0054 and 312-634-0906