<PAGE>   1
                                                                  EXHIBIT 4.4.18



                                                                  EXECUTION COPY


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                                CREDIT AGREEMENT

                           DATED AS OF APRIL 22, 1997,

                                  BY AND AMONG

                           QUORUM HEALTH GROUP, INC.,

                                  AS BORROWER,

                         THE LENDERS REFERRED TO HEREIN,

                                       AND

                  FIRST UNION NATIONAL BANK OF NORTH CAROLINA,
                                    AS AGENT



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<PAGE>   2
                                TABLE OF CONTENTS


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ARTICLE I  DEFINITIONS.............................................................................          1

         SECTION 1.1     Definitions...............................................................          1
         SECTION 1.2     General...................................................................         17
         SECTION 1.3     Other Definitions and Provisions..........................................         18

ARTICLE II  CREDIT FACILITY........................................................................         18

         SECTION 2.1     Revolving Credit and Competitive Bid Loans................................         18
         SECTION 2.2     Swingline Loans...........................................................         19
         SECTION 2.3     Procedure for Advances of Revolving Credit and
                         Swingline Loans...........................................................         20
         SECTION 2.4     Procedure for Advances of Competitive Bid Loans...........................         21
         SECTION 2.5     Repayment of Loans........................................................         23
         SECTION 2.6     Notes.....................................................................         24
         SECTION 2.7     Permanent Reduction of the Aggregate Commitment...........................         24
         SECTION 2.8     Termination and Extension of Credit Agreement.............................         25
         SECTION 2.9     Use of Proceeds...........................................................         25
         SECTION 2.10    Guaranty Agreement........................................................         26

ARTICLE III  LETTER OF CREDIT FACILITY.............................................................         26

         SECTION 3.1     L/C Commitment............................................................         26
         SECTION 3.2     Procedure for Issuance of Letters of Credit...............................         26
         SECTION 3.3     Commissions and Other Charges.............................................         27
         SECTION 3.4     L/C Participations........................................................         27
         SECTION 3.5     Reimbursement Obligation of the Borrower..................................         28
         SECTION 3.6     Obligations Absolute......................................................         28
         SECTION 3.7     Effect of Application.....................................................         29

ARTICLE IV  GENERAL LOAN PROVISIONS................................................................         29

         SECTION 4.1     Interest..................................................................         29
         SECTION 4.2     Notice and Manner of Conversion or Continuation of
                         Revolving Credit Loans....................................................         31
         SECTION 4.3     Fees......................................................................         32
         SECTION 4.4     Manner of Payment.........................................................         33
         SECTION 4.5     Crediting of Payments and Proceeds........................................         33
         SECTION 4.6     Adjustments...............................................................         33
         SECTION 4.7     Nature of Obligations of Lenders Regarding Extensions
                         of Credit; Assumption by the Agent........................................         34
         SECTION 4.8     Changed Circumstances.....................................................         34
         SECTION 4.9     Indemnity.................................................................         36
         SECTION 4.10    Capital Requirements......................................................         37
         SECTION 4.11    Taxes.....................................................................         37
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         SECTION 4.12    Replacement of Lenders....................................................         38

ARTICLE V  CLOSING; CONDITIONS OF CLOSING AND BORROWING............................................         39

         SECTION 5.1     Closing...................................................................         39
         SECTION 5.2     Conditions to Closing and Initial Extensions of Credit....................         39
         SECTION 5.3     Conditions to All Loans and Letters of Credit.............................         42

ARTICLE VI  REPRESENTATIONS AND WARRANTIES OF THE BORROWER.........................................         43

         SECTION 6.1     Representations and Warranties............................................         43
         SECTION 6.2     Survival of Representations and Warranties, Etc...........................         50

ARTICLE VII  FINANCIAL INFORMATION AND NOTICES.....................................................         51

         SECTION 7.1     Financial Statements......................................................         51
         SECTION 7.2     Notice of Litigation and Other Matters....................................         52
         SECTION 7.3     Loss of Accreditation, Etc................................................         53
         SECTION 7.4     Accuracy of Information...................................................         54

ARTICLE VIII  AFFIRMATIVE COVENANTS................................................................         54

         SECTION 8.1     Preservation of Existence and Related Matters.............................         54
         SECTION 8.2     Maintenance of Property...................................................         54
         SECTION 8.3     Insurance.................................................................         54
         SECTION 8.4     Accounting Methods and Financial Records..................................         55
         SECTION 8.5     Payment and Performance of Obligations....................................         55
         SECTION 8.6     Compliance With Laws and Approvals........................................         55
         SECTION 8.7     Environmental Laws........................................................         55
         SECTION 8.8     Compliance with ERISA.....................................................         56
         SECTION 8.9     Compliance With Agreements................................................         56
         SECTION 8.10    Visits and Inspections....................................................         56
         SECTION 8.11    Wholly-Owned Entities.....................................................         56
         SECTION 8.12    Further Assurances........................................................         56

ARTICLE IX  FINANCIAL COVENANTS....................................................................         56

         SECTION 9.1     Total Leverage Ratio......................................................         57
         SECTION 9.2     Senior Leverage Ratio.....................................................         57
         SECTION 9.3     Fixed Charge Coverage Ratio...............................................         57
         SECTION 9.4     Debt to Capital Ratio.....................................................         57
         SECTION 9.5     Consolidated Net Worth....................................................         57

ARTICLE X  NEGATIVE COVENANTS......................................................................         57

         SECTION 10.1    Limitations on Debt.......................................................         57
         SECTION 10.2    Limitations on Contingent Obligations.....................................         58
         SECTION 10.3    Limitations on Liens......................................................         58
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         SECTION 10.4    ..........................................................................         59
         SECTION 10.5    Limitations on Mergers and Liquidation....................................         62
         SECTION 10.6    ..........................................................................         62
         SECTION 10.7    Limitations on Dividends, Distributions and Changes in
                         Capital Structure.........................................................         63
         SECTION 10.8    Limitations on Exchange and Issuance of Capital Stock.....................         64
         SECTION 10.9    Transactions with Affiliates..............................................         64
         SECTION 10.10   Certain Accounting Changes................................................         64
         SECTION 10.11   Amendments; Payments and Prepayments of Subordinated Debt.................         64
         SECTION 10.12   Restrictive Agreements....................................................         64
         SECTION 10.13   Amendments and Prepayments of Other Debt..................................         64
         SECTION 10.14   Continuation of Current Business..........................................         65

ARTICLE XI  DEFAULT AND REMEDIES...................................................................         65

         SECTION 11.1    Events of Default.........................................................         65
         SECTION 11.2    Remedies..................................................................         68
         SECTION 11.3    Rights and Remedies Cumulative; Non-Waiver; etc...........................         68

ARTICLE XII  THE AGENT.............................................................................         69

         SECTION 12.1    Appointment...............................................................         69
         SECTION 12.2    Delegation of Duties......................................................         69
         SECTION 12.3    Exculpatory Provisions....................................................         69
         SECTION 12.4    Reliance by the Agent.....................................................         70
         SECTION 12.5    Notice of Default.........................................................         70
         SECTION 12.6    Non-Reliance on the Agent and Other Lenders...............................         70
         SECTION 12.7    Indemnification...........................................................         71
         SECTION 12.8    The Agent in Its Individual Capacity......................................         71
         SECTION 12.9    Resignation of the Agent; Successor Agent.................................         72

ARTICLE XIII  MISCELLANEOUS........................................................................         72

         SECTION 13.1    Notices...................................................................         72
         SECTION 13.2    Expenses; Indemnity.......................................................         74
         SECTION 13.3    Set-off...................................................................         74
         SECTION 13.4    Governing Law.............................................................         74
         SECTION 13.5    Consent to Jurisdiction...................................................         75
         SECTION 13.6    Binding Arbitration; Waiver of Jury Trial.................................         75
         SECTION 13.7    Reversal of Payments......................................................         76
         SECTION 13.8    Injunctive Relief.........................................................         76
         SECTION 13.9    Accounting Matters........................................................         76
         SECTION 13.10   Successors and Assigns; Participations....................................         77
         SECTION 13.11   Amendments, Waivers and Consents..........................................         80
         SECTION 13.12   Performance of Duties.....................................................         80
         SECTION 13.13   All Powers Coupled with Interest..........................................         80
         SECTION 13.14   Survival of Indemnities...................................................         80
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         SECTION 13.15   Titles and Captions.......................................................        80
         SECTION 13.16   Severability of Provisions................................................        80
         SECTION 13.17   Counterparts..............................................................        81
         SECTION 13.18   Term of Agreement.........................................................        81
</TABLE>

EXHIBITS

Exhibit A-1     -     Form of Revolving Credit Note
Exhibit A-2     -     Form of Competitive Bid Note
Exhibit A-3     -     Form of Swingline Note
Exhibit B       -     Form of Notice of Borrowing
Exhibit C-1     -     Form of Competitive Bid Request
Exhibit C-2     -     Form of Competitive Bid Invitation
Exhibit C-3     -     Form of Competitive Bid
Exhibit C-4     -     Form of Competitive Bid Accept/Reject Letter
Exhibit D       -     Form of Notice of Conversion/Continuation
Exhibit E       -     Form of Compliance Certificate
Exhibit F       -     Form of Assignment and Acceptance
Exhibit G       -     Form of Notice of Account Designation
Exhibit H       -     Form of Guaranty Agreement



SCHEDULES

Schedule 1           -     Lenders and Commitments
Schedule 1.1(b)      -     Lenders' Addresses
Schedule 5.2(b)      -     Certain Guarantors
Schedule 6.1(a)      -     Jurisdictions of Organization and Qualification
Schedule 6.1(b)      -     Consolidated Entities and Capitalization
Schedule 6.1(h)      -     Environmental Reports
Schedule 6.1(i)      -     ERISA Plans
Schedule 6.1(m)      -     Labor and Collective Bargaining Agreements
Schedule 6.1(t)      -     Debt and Contingent Obligations
Schedule 6.1(u)      -     Litigation
Schedule 10.3        -     Existing Liens
Schedule 10.4        -     Existing Loans, Advances and Investments
<PAGE>   6
                                CREDIT AGREEMENT


         CREDIT AGREEMENT, dated as of the 22nd day of April, 1997, by and among
QUORUM HEALTH GROUP, INC., a corporation organized under the laws of Delaware
(the "Borrower"), the Lenders who are or may become a party to this Agreement,
and FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Agent for the Lenders.


                              STATEMENT OF PURPOSE

         The Borrower has requested, and the Lenders have agreed, to extend
certain credit facilities to the Borrower on the terms and conditions of this
Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

    SECTION 1.1 Definitions. The following terms when used in this Agreement 
shall have the meanings assigned to them below:

         "Absolute Rate" means, as to any Competitive Bid made by a Lender
pursuant to Section 2.4(b), the fixed percentage rate per annum (expressed in
the form of a decimal to no more than four decimal places) specified by the
Lender making such Competitive Bid.

         "Absolute Rate Loan" means any Loan bearing interest at the Absolute
Rate determined in accordance with Section 2.4.

         "Acquisition Capital Expenditures" means Capital Expenditures incurred
in connection with the acquisition or substantial replacement of one or more
Facilities or businesses.

         "Affiliate" means, with respect to any Person, any other Person (other
than a Subsidiary) which directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such first Person or any of its Subsidiaries. The term "control" means the
possession, directly or indirectly, of any other power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.
<PAGE>   7
         "Agent" means First Union in its capacity as Agent hereunder, and any
successor thereto appointed pursuant to Section 12.9.

         "Agent's Office" means the office of the Agent specified in or
determined in accordance with the provisions of Section 13.1.

         "Aggregate Commitment" means the aggregate amount of the Lenders'
Commitments hereunder, as such amount may be reduced or modified at any time or
from time to time pursuant to the terms hereof. On the Closing Date, the
Aggregate Commitment shall be Eight Hundred Fifty Million Dollars
($850,000,000).

         "Agreement" means this Credit Agreement, as amended or modified from
time to time.

         "Applicable Law" means all applicable provisions of constitutions,
statutes, laws, rules, treaties, regulations and orders of all Governmental
Authorities and all orders and decrees of all courts and arbitrators.

         "Application" means an application, in the form specified by the
Issuing Lender from time to time, requesting the Issuing Lender to issue a
Letter of Credit.

         "Assignment and Acceptance" shall have the meaning assigned thereto in
Section 13.10.

         "Base Rate" means, at any time, the higher of (a) the Prime Rate or (b)
the Federal Funds Rate plus 1/2 of 1%; each change in the Base Rate shall take
effect simultaneously with the corresponding change or changes in the Prime Rate
or the Federal Funds Rate.

         "Base Rate Loan" means any Revolving Credit Loan bearing interest at a
rate based upon the Base Rate.

         "Borrower" means Quorum Health Group, Inc. in its capacity as borrower
hereunder.

         "Business Day" means (a) for all purposes other than as set forth in
clause (b) below, any day other than a Saturday, Sunday or legal holiday on
which banks in Charlotte, North Carolina and New York, New York, are open for
the conduct of their commercial banking business, and (b) with respect to all
notices and determinations in connection with, and payments of principal and
interest on, any LIBOR Loan or LIBOR Competitive Loan, any day that is a
Business Day described in clause (a) and that is also a day for trading by and
between banks in Dollar deposits in the London interbank market.



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         "Capital Expenditure" means any cost by the Borrower or any of the
Consolidated Entities for the purpose of acquiring or constructing any real
property, plant and equipment or other fixed assets, or acquiring any existing
business or part thereof, including any such cost incurred under a title
retention agreement or capital lease, and any such cost incurred for goodwill of
a business or for any noncompetition covenant or under any earn-out or other
deferred payment arrangement in connection with the acquisition of a business,
and any other expenditure or liability (excluding capitalized loan costs or
other amortized acquisition costs, to the extent properly so classified in
accordance with GAAP) that is properly charged to a capital account or otherwise
capitalized on the Borrower's consolidated balance sheet in accordance with
GAAP.

         "Capital Lease" means, with respect to the Borrower and the
Consolidated Entities, any lease of any property that should, in accordance with
GAAP, be classified and accounted for as a capital lease on a Consolidated
balance sheet of the Borrower and the Consolidated Entities.

         "Carolinas Hospital System Facility" means the medical surgical acute
care hospital facility and related facilities being constructed to replace a
portion of the existing physical plant of Carolinas Hospital System.

         "Change in Control" shall have the meaning assigned thereto in Section
11.1(g).

         "Closing Date" means the date of this Agreement or such later Business
Day upon which each condition described in Article V shall be satisfied or
waived in all respects in a manner acceptable to the Agent, in its sole
discretion.

         "Code" means the Internal Revenue Code of 1986, and the rules and
regulations thereunder, each as amended or supplemented from time to time.

         "Commitment" means, as to any Lender, the obligation of such Lender to
make Loans to and issue or participate in Letters of Credit issued for the
account of the Borrower hereunder in an aggregate principal or face amount at
any time outstanding not to exceed the amount set forth opposite such Lender's
name on Schedule 1 hereto, as the same may be reduced or modified at any time or
from time to time pursuant to the terms hereof.

         "Commitment Percentage" means, as to any Lender at any time, the ratio
of (a) the amount of the Commitment of such Lender to (b) the Aggregate
Commitment of all of the Lenders.



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<PAGE>   9
         "Committed Extensions of Credit" means, as to any Lender at any time,
an amount equal to the sum of (a) the aggregate principal amount of all
Revolving Credit Loans made by such Lender then outstanding and (b) such
Lender's Commitment Percentage of the L/C Obligations then outstanding.

         "Competitive Bid" means an offer by a Lender to make a Competitive Bid
Loan pursuant to Section 2.4.

         "Competitive Bid Accept/Reject Letter" means the acceptance or
rejection by the Borrower of Competitive Bids pursuant to Section 2.4.

         "Competitive Bid Invitation" means the notice of a Competitive Bid
Request provided by the Agent to the Lenders pursuant to Section 2.4 (b).

         "Competitive Bid Loan" means a Loan from a Lender to the Borrower
pursuant to the bidding procedure described in Section 2.4. Each Competitive Bid
Loan shall be a LIBOR Competitive Loan or an Absolute Rate Loan.

         "Competitive Bid Notes" means the separate Competitive Bid Notes made
by the Borrower payable to the order of each of the Lenders, substantially in
the form of Exhibit A-2 hereto evidencing the Competitive Bid Loans, and any
amendments and supplements thereto, any substitutes therefor, and any
replacements, restatements, renewals or extension thereof, in whole or in part.

         "Competitive Bid Rate" means, as to any Competitive Bid made by a
Lender pursuant to Section 2.4, (a) in the case of a LIBOR Competitive Loan, the
LIBOR Rate adjusted by the Competitive Margin, and (b) in the case of an
Absolute Rate Loan, the fixed rate of interest offered by the Lender making such
Competitive Bid.

         "Competitive Bid Request" shall have the meaning assigned thereto in
Section 2.4.

         "Competitive Margin" means, as to any LIBOR Competitive Loan, the
margin (expressed as a percentage rate per annum in the form of a decimal to no
more than 4 decimal places) to be added to or subtracted from the LIBOR Rate in
order to determine the interest rate applicable to such Loan, as specified in
the Competitive Bid relating to such Loan.

         "Consolidated" means, when used with reference to financial statements
or financial statement items of the Borrower and the Consolidated Entities, such
statements or items on a consolidated basis in accordance with applicable
principles of consolidation under GAAP.



                                      - 4 -
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         "Consolidated Entity" means any Person the financial statements of
which are appropriately consolidated with the Borrower's financial statements
under GAAP.

         "Consolidated Net Income" means, for any period, the net income (or
deficit) (exclusive of non-cash losses, non-cash interest accruing under the
Shareholder Securities, costs associated with early extinguishment of Debt,
non-cash adjustments under FAS 121, the effect of any gain resulting from any
asset sale, or, to the extent not resulting from an asset sale, any unusual,
extraordinary or other non-recurring gain) of the Borrower and its Consolidated
Entities, determined on a consolidated basis in accordance with GAAP.

         "Consolidated Net Worth" means, as of any date, the sum of (a) the
total shareholder's equity (including capital stock, additional paid-in capital
and retained earnings after deducting treasury stock) and (b) the Shareholder
Securities, in each case in the amount which would appear on a Consolidated
balance sheet of the Borrower and the Consolidated Entities prepared as of such
date in accordance with GAAP.

         "Contingent Obligation" means, with respect to the Borrower and its
Consolidated Entities, without duplication, any obligation, contingent or
otherwise, of any such Person pursuant to which such Person has directly or
indirectly guaranteed any Debt or other monetary obligation of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Debt or other
obligation (whether arising by virtue of partnership arrangements, by agreement
to keep well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement condition or otherwise) or (b) entered into
for the purpose of assuring in any other manner the obligee of such Debt or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided, that the term Contingent
Obligation shall not include the following items, to the extent that such items
are not required to be included as Debt on the balance sheet of such Person
prepared in accordance with GAAP:

                  (i) endorsements for collection or deposit in the ordinary
         course of business,

                  (ii) guaranty obligations or direct obligations relating to
         indemnities or covenants arising out of the purchase or sale of
         Facilities or any assets substantially related to or supportive of a
         Facility,

                  (iii) physician guaranties and similar arrangements with
         physicians entered into in the ordinary course of business,


                                      - 5 -
<PAGE>   11
                  (iv) obligations by guaranty or otherwise related to master
         lease agreements (or similar arrangements having like effect) of
         medical office buildings or like properties which are utilized by or
         which directly support a Facility so long as such arrangements relate
         reasonably to the expected utilization of such medical office building
         in support of the Facilities, and

                  (v) obligations arising under Letters of Credit.

         "Controlled Company" means a limited liability company in which the
Borrower or a Consolidated Entity owns at least fifty-one percent (51%) of the
membership interest, controls the right to manage such limited liability company
and to make distributions and is entitled to receive distributions of cash in an
amount proportionate with its equity interest in such company, other than any
preferred cash distribution arrangement approved by the Required Lenders in
writing.

         "Controlled Partnership" means a general partnership of which the
Borrower or a Consolidated Entity is a general partner, or a limited partnership
whose sole general partner or sole general partners are the Borrower or a
Consolidated Entity and with respect to which partnership (whether general or
limited) the Borrower or a Consolidated Entity is entitled to receive any
distributions of cash made to the partners thereof in an amount proportionate
with its equity interest in such partnership, other than any preferred cash
distribution arrangement approved by the Required Lenders in writing.

         "Credit Facility" means the collective reference to the credit facility
established pursuant to Article II and the L/C Facility.

         "Debt" means, with respect to the Borrower and the Consolidated
Entities at any date and without duplication, the sum of the following
calculated in accordance with GAAP:

                  (a) all indebtedness for money borrowed, including current
         maturities of all long-term debt,

                  (b) all obligations to pay the deferred purchase price of
         property or services of any such Person (other than trade payables,
         deferred employee compensation and like accrued liabilities arising in
         the ordinary course of business),

                  (c) all obligations of any such Person as lessee under Capital
         Leases,

                  (d) Contingent Obligations of any such Person,



                                      - 6 -
<PAGE>   12
                  (e) any obligations arising from any agreement for the sale of
         accounts receivable or interests therein, to the extent permitted
         hereunder, and

                  (f) all obligations, contingent or otherwise, of any such
         Person relative to the face amount of letters of credit, whether or not
         drawn, including without limitation any Reimbursement Obligation, and
         banker's acceptances issued for the account of any such Person;

provided that the term "Debt" shall not include (x) any obligations arising
under any Hedging Agreement so long as such obligations are not in default or
(y) the Shareholder Securities.

         "Default" means any of the events specified in Section 11.1 which with
the passage of time, the giving of notice or any other condition, would
constitute an Event of Default.

         "Dollars" or "$" means, unless otherwise qualified, dollars in lawful
currency of the United States.

         "EBITDA" means, for any period, the Consolidated Net Income of the
Borrower and its Consolidated Entities for such period, plus the sum of the
following to the extent deducted in the determination of Consolidated Net
Income: (i) Interest Expense, (ii) income and franchise taxes, and (iii)
amortization, depreciation and other non-cash charges (including amortization of
goodwill, and other intangible assets). For purposes of calculating EBITDA:

                  (a) Pro forma effect will be given for acquisitions by the
         Borrower. Historical cash flows for acquired businesses or Facilities
         will be included in the Borrower's historical cash flows, subject to
         receipt by the Agent and the Lenders, with respect to any acquisition
         in which the aggregate consideration (including cash payments, deferred
         purchase price, earn-outs and assumed debt) exceeds $50,000,000, of (i)
         financial information audited (as of a date not more than 15 months
         prior to the receipt by the Lenders) by certified public accountants
         acceptable to the Required Lenders and accompanied by an opinion of
         such accountants acceptable to the Required Lenders, unless the
         Required Lenders approve unaudited financial information; and (ii) any
         available unaudited financial information for the quarterly fiscal
         periods ended since the date of the most recent audited statements.

                  (b) In addition, for purposes of such calculation, the
         Borrower may elect to make pro forma income statement adjustments at
         the time of the effective date of such acquisition as follows, subject
         to the receipt and approval of any financial information, required to
         be delivered pursuant to subsection (a), above:


                                      - 7 -
<PAGE>   13
                           (i) With the prior written approval of the Agent,
                  adjustments to reflect the elimination of that portion of
                  salary and employee benefit expenses, duplicative
                  administrative expenses and other objectively-determined,
                  non-recurring expenses that as a consequence of such
                  acquisition will no longer be incurred by the Person so
                  acquired on an on-going basis following the acquisition; and

                           (ii) With the prior written approval of the Required
                  Lenders, adjustments to reflect any other savings and expenses
                  which will be realized by such Person so acquired as a
                  consequence of such acquisition;

         provided, however, that any such adjustment shall be reduced to zero on
         a straight line basis over the period of the four fiscal quarters
         immediately following the closing of the related acquisition.

                  (c) Retroactive effect will be given for dispositions of
         businesses or Facilities by the Borrower by excluding all historical
         earnings before interest, taxes, depreciation and amortization
         attributable to businesses or Facilities that are disposed of in
         determining EBITDA at any time after the date of disposition.

                  (d) In computing (i) historical cash flows for acquired
         businesses or Facilities to be included in the Borrower's historical
         cash flows and (ii) cash flows for businesses or Facilities that are
         disposed of to be excluded under clause (b) of this definition, such
         cash flows to be included or excluded, as the case may be, shall be
         equal to the cash flows for the immediately preceding period of twelve
         months; provided, however, that if the information required to
         determine cash flows as set out above is not readily available, the
         cash flows to be included or excluded, as the case may be, shall be the
         average of the cash flows for the immediately preceding two (2) fiscal
         years.

         "Eligible Assignee" means, with respect to any assignment of the
rights, interest and obligations of a Lender hereunder, a Person that at the
time of such assignment is (a) a commercial bank organized under the laws of the
United States or any state thereof, having combined capital and surplus in
excess of $500,000,000, (b) a finance company, insurance company or other
financial institution which in the ordinary course of business extends credit of
the type extended hereunder and that has total assets in excess of
$1,000,000,000, (c) already a Lender hereunder (whether as an original party to
this Agreement or as the assignee of another Lender), (d) the successor (whether
by transfer of assets, merger or otherwise) to all or substantially all of the
commercial lending business of the assigning Lender, or (e) any other


                                      - 8 -
<PAGE>   14
Person that has been approved in writing as an Eligible Assignee by the Agent.

         "Employee Benefit Plan" means any employee benefit plan within the
meaning of Section 3(3) of ERISA which (a) is maintained for employees of the
Borrower or any ERISA Affiliate or (b) has at any time within the preceding six
years been maintained for the employees of the Borrower or any current or former
ERISA Affiliate.

         "Environmental Laws" means any and all federal, state and local laws,
statutes, ordinances, rules, regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities, relating to
the protection of human health or the environment, including, but not limited
to, requirements pertaining to the manufacture, processing, distribution, use,
treatment, storage, disposal, transportation, handling, reporting, licensing,
permitting, investigation or remediation of Hazardous Materials.

         "ERISA" means the Employee Retirement Income Security Act of 1974, and
the rules and regulations thereunder, each as amended or modified from time to
time.

         "ERISA Affiliate" means any Person who together with the Borrower is
treated as a single employer within the meaning of Section 414(b), (c), (m) or
(o) of the Code or Section 4001(b) of ERISA.

         "Eurodollar Reserve Percentage" means, for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves) in
respect of Eurocurrency liabilities or any similar category of liabilities for a
member bank of the Federal Reserve System in New York City. 

         "Event of Default" means any of the events specified in Section 11.1, 
provided that any requirement for passage of time, giving of notice, or any 
other condition, has been satisfied.

         "Extensions of Credit" means, as to any Lender at any time, an amount
equal to the sum of (a) the aggregate principal amount of all Loans made by such
Lender then outstanding and (b) such Lender's Commitment Percentage of the L/C
Obligations then outstanding.

         "Facility" means an acute care hospital, skilled nursing facility,
medical office building, primary care center, diagnostic center or other health
care-related facility, with all buildings and improvements associated therewith,
that is owned or leased, in whole or in part, by the Borrower or any
Consolidated Entity.



                                      - 9 -
<PAGE>   15
         "Facility Fee Rate" shall have the meaning assigned thereto in Section
4.3(a).

         "FDIC" means the Federal Deposit Insurance Corporation, or any
successor thereto.

         "Federal Funds Rate" means, the rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%) representing the daily effective
federal funds rate as quoted by the Agent and confirmed in Federal Reserve Board
Statistical Release H.15 (519) or any successor or substitute publication
selected by the Agent. If, for any reason, such rate is not available, then
"Federal Funds Rate" shall mean a daily rate which is determined, in the opinion
of the Agent, to be the rate at which federal funds are being offered for sale
in the national federal funds market at 9:00 a.m. (Charlotte time). Rates for
weekends or holidays shall be the same as the rate for the most immediate
preceding Business Day.

         "First Union" means First Union National Bank of North Carolina, a
national banking association, and its successors.

         "Fiscal Year" means the fiscal year of the Borrower and its
Consolidated Entities ending on June 30.

         "GAAP" means generally accepted accounting principles, as recognized by
the American Institute of Certified Public Accountants and the Financial
Accounting Standards Board, consistently applied and maintained on a consistent
basis for the Borrower and the Consolidated Entities throughout the period
indicated and consistent with the prior financial practice of the Borrower and
the Consolidated Entities.

         "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.

         "Governmental Authority" means any nation, province, state or political
subdivision thereof, and any government or any Person exercising executive,
legislative, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

         "Guarantor" means each Wholly-Owned Entity party to the Guaranty
Agreement.

         "Guaranty Agreement" means the collective reference to the Guaranty
Agreement dated as of the Closing Date executed by the Guarantors party thereto
in favor of the Agent for the ratable benefit of the Agent and the Lenders
substantially in the form of Exhibit H hereto, and each


                                     - 10 -
<PAGE>   16
supplement to the Guaranty Agreement delivered after the Closing Date pursuant
to Section 8.11, as each such Guaranty Agreement may be amended or supplemented.

         "Hazardous Materials" means any substances or materials (a) which are
or become defined as hazardous wastes, hazardous substances, pollutants,
contaminants, chemical substances or mixtures or toxic substances under any
Environmental Law, (b) which are toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human
health or the environment and are or become regulated by any Governmental
Authority, (c) the presence of which require investigation or remediation under
any Environmental Law or common law, (d) the discharge or emission or release of
which requires a permit or license under any Environmental Law or other
Governmental Approval, (e) which are deemed to constitute a nuisance, a trespass
or pose a health or safety hazard to persons or neighboring properties, (f)
which are materials consisting of underground or aboveground storage tanks,
whether empty, filled or partially filled with any substance, or (g) which
contain, without limitation, asbestos, polychlorinated biphenyls, urea
formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived
substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

         "Hedging Agreement" means any agreement with respect to an interest
rate swap, collar, cap, floor or a forward rate agreement or other agreement
regarding the hedging of interest rate risk exposure executed in connection with
hedging the interest rate exposure of the Borrower and any confirming letter
executed pursuant to such hedging agreement, all as amended, restated or
otherwise modified.

         "Interest Expense" means, for any period, the interest expense
(including, without limitation, interest expense attributable to Capital Leases
and without duplication all net obligations or benefits pursuant to any Hedging
Agreement) (but excluding all non-cash interest under the Shareholder
Securities) of the Borrower or any Consolidated Entity, for such period on a
Consolidated basis in accordance with GAAP.

         "Interest Period" shall have the meaning assigned thereto in Section
4.1(b).

         "Investment" means, with respect to any Person (a) any loan, advance or
extension of credit to any other Person, (b) the ownership of any shares of
stock, Partnership Interests, Other Equity Interests, obligations or other
securities of any other Person or (c) any joint venture or partnership with, or
any capital contribution to, or other investment in, any other Person; and any
of the foregoing shall be considered an Investment, whether acquired by
purchase, exchange, issuance of stock or other securities, merger,
reorganization or any other method.


                                     - 11 -
<PAGE>   17
         "Issuing Lender" means First Union, in its capacity as issuer of any
Letter of Credit, or any successor thereto.

         "Issuing Lender's Office" means the office of the Issuing Lender
specified in or determined in accordance with the provisions of Section 13.1(d).

         "Joint Venture" means any Consolidated Entity (a) that is not
wholly-owned, directly or indirectly, by the Borrower and (b) that is formed to
provide healthcare related services or to own, operate, lease or manage a
Facility.

         "L/C Commitment" means One Hundred Million Dollars ($100,000,000).

         "L/C Facility" means the letter of credit facility established pursuant
to Article III hereof.

         "L/C Obligations" means at any time, an amount equal to the sum of (a)
the aggregate undrawn and unexpired amount of the then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed pursuant to Section 3.5.

         "L/C Participants" means the collective reference to all the Lenders
other than the Issuing Lender.

         "Lender" means each Person executing this Agreement as a Lender set
forth on the signature pages hereto and each Person that hereafter becomes a
party to this Agreement as a Lender pursuant to Section 13.10.

         "Lending Office" means, with respect to any Lender, the office of such
Lender maintaining such Lender's Commitment Percentage of the Loans.

         "Letters of Credit" shall have the meaning assigned thereto in Section
3.1.

         "LIBOR" means the rate for deposits in Dollars for a period equal to
the Interest Period selected which appears on the Telerate Page 3750 at
approximately 11:00 a.m. London time, two (2) Business Days prior to the
commencement of the applicable Interest Period. If, for any reason, such rate is
not available, then "LIBOR" shall mean the rate per annum at which, as
determined by the Agent, Dollars in the amount of $5,000,000 are being offered
to leading banks at approximately 11:00 a.m. London time, two (2) Business Days
prior to the commencement of the applicable Interest Period for settlement in
immediately available funds by leading banks in the London interbank market for
a period equal to the Interest Period selected.



                                     - 12 -
<PAGE>   18
         "LIBOR Competitive Loan" means any Competitive Bid Loan denominated in
Dollars and bearing interest at a rate determined by reference to the LIBOR Rate
in accordance with the provisions of Article II.

         "LIBOR Loan" means any Revolving Credit Loan bearing interest at a rate
based upon the LIBOR Rate.

         "LIBOR Margin" means the margin (expressed as a percentage) to be used
in determining the LIBOR Rate and shall, from the Closing Date until the receipt
of the initial Margin Certificate, be 0.425% and for each fiscal quarter ending
after the Closing Date shall be determined by reference to the Total Leverage
Ratio set forth in the most recently delivered Margin Certificate as follows:

<TABLE>
<CAPTION>
         Total Leverage Ratio                           LIBOR Margin (%)
         --------------------                           ----------------
<S>                                                     <C>
         Less than 1.5 to 1.0                                     0.2500

         Equal to or greater than 1.5 to 1.0 but
         0.3125
         less than 2.0 to 1.0

         Equal to or greater than 2.0 to 1.0 but
         0.4250
         less than 2.5 to 1.0

         Equal to or greater than 2.5 to 1.0 but
         0.5000
         less than 3.0 to 1.0

         Equal to or greater than 3.0 to 1.0
         0.7500
</TABLE>


         "LIBOR Rate" means a rate per annum (rounded upwards, if necessary, to
the next higher 1/100th of 1%) determined by the Agent pursuant to the following
formula:

         LIBOR Rate =                LIBOR
                        ----------------------------------
                        1.00-Eurodollar Reserve Percentage

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, a Person shall be deemed to own subject to a
Lien any asset which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, Capital Lease or other
title retention agreement relating to such asset.



                                     - 13 -
<PAGE>   19
         "Line of Business" shall have the meaning assigned thereto in Section
10.14.

         "Loan" means any Revolving Credit Loan, Competitive Bid Loan or
Swingline Loan made to the Borrower hereunder and all such Loans collectively as
the context requires.

         "Loan Documents" means, collectively, this Agreement, the Notes, the
Guaranty, any Hedging Agreement executed by any Lender, the Applications and
each other document, instrument and agreement executed and delivered in
connection with this Agreement or otherwise referred to herein or contemplated
hereby, all as may be amended, restated or otherwise modified.

         "Maintenance Capital Expenditures" means Capital Expenditures other
than (a) Capital Expenditures relating to the construction of the Carolinas
Hospital System Facility; provided that all Capital Expenditures relating to
such construction in excess of $82,400,000 shall be included in the
determination of Maintenance Capital Expenditures, and (b) Acquisition Capital
Expenditures.

         "Margin Certificate" shall have the meaning assigned thereto in Section
7.1(c).

         "Material Adverse Effect" means a material adverse effect on the
properties, business, prospects, operations or condition (financial or
otherwise) of the Borrower or any Consolidated Entity taken as a whole or on the
ability of the Borrower and its Consolidated Entities to perform its obligations
under the Loan Documents in each case to which it is a party.

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

         "Net Income Available for Debt Service" means, for any period, the sum
of (i) EBITDA for such period minus (ii) the aggregate amount of all Maintenance
Capital Expenditures of the Borrower and its Consolidated Entities for such
period plus (iii) Operating Lease Payments for such period plus (iv) minority
interests.

         "1995 Indenture" means the Indenture dated as of November 1, 1995
between the Borrower and United States Trust Company of New York, as trustee,
pursuant to which the 1995 Senior Subordinated Notes were issued.



                                     - 14 -
<PAGE>   20
         "1995 Senior Subordinated Notes" means the $150,000,000 8-3/4% Senior
Subordinated Notes due November 1, 2005 issued by the Borrower under the 1995
Indenture.

         "1992 Indenture" means the Indenture dated as of December 15, 1992,
between the Borrower and United States Trust Company of New York, as trustee,
pursuant to which the Senior Subordinated Notes were issued.

         "1992 Senior Subordinated Notes" means the $100,000,000 11-7/8% Senior
Subordinated Notes due December 15, 2002, issued by the Borrower under the 1992
Indenture.

         "Notes" means the separate Revolving Credit Notes, Competitive Bid
Notes or the Swingline Note, or any combination thereof, and "Note" means any of
such Notes.

         "Notice of Account Designation" shall have the meaning assigned thereto
in Section 5.2(e)(i).

         "Notice of Borrowing" shall have the meaning assigned thereto in
Section 2.3(a).

         "Notice of Conversion/Continuation" shall have the meaning assigned
thereto in Section 4.2.

         "Obligations" means, in each case, whether now in existence or
hereafter arising: (a) the principal of and interest on (including interest
accruing after the filing of any bankruptcy or similar petition) the Loans, (b)
the L/C Obligations, (c) all payment and other obligations owing by the Borrower
to any Lender or an Affiliate of a Lender or the Agent under any Hedging
Agreement to which a Lender or an Affiliate of a Lender is a party and (d) all
other fees and commissions (including attorney's fees), charges, indebtedness,
loans, liabilities, financial accommodations, obligations, covenants and duties
owing by the Borrower to the Lenders or the Agent, of every kind, nature and
description, direct or indirect, absolute or contingent, due or to become due,
contractual or tortious, liquidated or unliquidated, and whether or not
evidenced by any note, and whether or not for the payment of money under or in
respect of this Agreement, any Note, any Letter of Credit or any of the other
Loan Documents.

         "Officer's Compliance Certificate" shall have the meaning assigned
thereto in Section 7.1(d).

         "Operating Lease Payments" means all expenses under any lease or rental
agreement (other than obligations under Capital Leases) during the period in
question.



                                     - 15 -
<PAGE>   21
         "Other Equity Interests" means all membership interests in any Person
that is a limited liability company, and all equity and other similar interests
in any other Person that is not a corporation, a partnership or a limited
liability company.

         "Other Taxes" shall have the meaning assigned thereto in Section
4.11(b).

         "Partnership Interests" means all partner interests, and rights to
distributions payable with respect to such interests, in any partnership.

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
agency.

         "Pension Plan" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or
Section 412 of the Code and which (a) is maintained for employees of the
Borrower or any ERISA Affiliates or (b) has at any time within the preceding six
years been maintained for the employees of the Borrower or any of their current
or former ERISA Affiliates.

         "Permitted Investments" means:

         (1) direct obligations of, or obligations the payment of which is
guaranteed by, the United States of America or an interest in any trust or fund
that invests solely in such obligations or repurchase agreements, properly
secured, with respect to such obligations;

         (2) direct obligations of agencies or instrumentalities of the United
States of America having a rating of A or higher by Standard & Poor's Ratings
Services or A2 or higher by Moody's Investors Service, Inc.;

         (3) certificates of deposit issued by, or other interest-bearing
deposits with, a bank having its principal place of business in the United
States of America and having equity capital of not less than $250,000,000;

         (4) certificates of deposit issued by, or other interest-bearing
deposits with, any other bank organized under the laws of the United States of
America or any state thereof, provided that such deposit is either (i) insured
by the Federal Deposit Insurance Corporation or (ii) properly secured by such
bank by pledging direct obligations of the United States of America having a
market value not less than the face amount of such, deposit;

         (5) prime commercial paper maturing within 270 days of the acquisition
thereof and, at the time of acquisition, having a rating of


                                     - 16 -
<PAGE>   22
A-1 or higher by Standard & Poor's Ratings Services, or P-1 or higher by Moody's
Investors Service, Inc.;

         (6) eligible banker's acceptances, repurchase agreements and tax-exempt
municipal bonds having a maturity of less than one year and in each case having
a rating, or being the full recourse obligation of a person whose senior debt
has a rating, of A or higher by Standard & Poor's Ratings Services or A2 or
higher by Moody's Investors Service, Inc.; and

         (7) other Investments made with the express prior written approval of
the Required Lenders.

         "Person" means an individual, corporation, partnership, limited
liability company, association, trust, business trust, joint venture, joint
stock company, pool, syndicate, sole proprietorship, unincorporated
organization, Governmental Authority or any other form of entity or group
thereof.

         "Prime Rate" means, at any time, the rate of interest per annum
publicly announced from time to time by First Union as its prime rate. Each
change in the Prime Rate shall be effective as of the opening of business on the
day such change in the Prime Rate occurs. The parties hereto acknowledge that
the rate announced publicly by First Union as its Prime Rate is an index or base
rate and shall not necessarily be its lowest or best rate charged to its
customers or other banks.

         "Register" shall have the meaning assigned thereto in Section 13.10(d).

         "Reimbursement Obligation" means the obligation of the Borrower to
reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under
Letters of Credit.

         "Required Lenders" means, at any date, any combination of holders of at
least fifty-one percent (51%) of the aggregate unpaid principal amount of the
Revolving Credit Notes, or if no amounts are outstanding under the Revolving
Credit Notes, any combination of Lenders whose Commitment Percentages aggregate
at least fifty-one percent (51%).

         "Revolving Credit Loans" means the revolving credit loans made by the
Lenders to the Borrower pursuant to Section 2.1(a).

         "Revolving Credit Note" means the separate Revolving Credit Notes made
by the Borrower payable to the order of each Lender, substantially in the form
of Exhibit A-1 hereto, evidencing the Revolving Credit Loans, and any amendments
and supplements thereto, any substitutes therefor, and any replacements,
restatements, renewals or extension thereof, in whole or in part.


                                     - 17 -
<PAGE>   23
         "Senior Debt" means all Debt that is not Subordinated Debt.

         "Shareholder Securities" means debt securities issued by the Borrower
and distributed to holders of the Borrower's common stock; provided that such
debt securities:

                  (a) are made expressly subordinate to all other indebtedness
         of the Borrower;

                  (b) provide for the payment of principal thereof and interest
         thereon solely in additional debt securities, which comply with this
         definition, or in stock of the Borrower until a date no earlier than
         the day following the Termination Date; and

                  (c) do not contain terms and conditions more restrictive on
         the Borrower than those set forth in this Agreement.

         "Solvent" means, as to the Borrower and the Consolidated Entities on a
particular date, that any such Person (a) has capital sufficient to carry on its
business and transactions and all business and transactions in which it is about
to engage and is able to pay its debts as they mature, (b) owns property having
a value, both at fair valuation and at present fair saleable value, greater than
the amount required to pay its probable liabilities (including contingencies),
and (c) does not believe that it will incur debts or liabilities beyond its
ability to pay such debts or liabilities as they mature.

         "Subordinated Debt" means the collective reference to Debt on Schedule
6.1(t) hereof designated as Subordinated Debt (including, without limitation,
the 1992 Senior Subordinated Notes and the 1995 Senior Subordinated Notes) and
any other Debt of the Borrower or any Subsidiary subordinated in right and time
of payment to the Obligations on terms satisfactory to the Required Lenders and
approved in writing by the Agent.

         "Subsidiary" means, as to any Person, any corporation, partnership or
joint venture, whether now existing or hereafter organized or acquired: (a) in
the case of a corporation, of which at least a majority of the outstanding
shares of stock having by the terms thereof ordinary voting power to elect a
majority of the board of directors of such corporation (other than stock having
such voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned or controlled by such Person and/or one or more of
its Subsidiaries or (b) in the case of a partnership or joint venture, in which
such Person or a Subsidiary of such Person is a general partner or joint
venturer.

         "Swingline Commitment" means Twenty Million Dollars ($20,000,000).



                                     - 18 -
<PAGE>   24
         "Swingline Lender" means First Union in its capacity as swingline
lender hereunder.

         "Swingline Loan" means the swingline loans made by the Swingline Lender
to the Borrower pursuant to Section 2.2.

         "Swingline Note" means the Swingline Note made by the Borrower payable
to the order of the Swingline Lender, substantially in the form of Exhibit A-3
hereto, evidencing the Swingline Facility, and any amendments and supplements
thereto, any substitutes therefor, and any replacements, restatements, renewals
or extension thereof, in whole or in part.

         "Swingline Rate" means, for any day, a rate per annum equal to the Base
Rate minus 0.50%.

         "Swingline Termination Date" means the earlier to occur of (a) the
resignation of First Union as Agent in accordance with Section 12.9 and (b) the
Termination Date.

         "Taxes" shall have the meaning assigned thereto in Section 4.11(a).

         "Termination Date" means the earliest of the dates referred to in
Section 2.8.

         "Termination Event" means: (a) a "Reportable Event" described in
Section 4043 of ERISA, or (b) the withdrawal of the Borrower or any ERISA
Affiliate from a Pension Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a
Pension Plan, the filing of a notice of intent to terminate a Pension Plan or
the treatment of a Pension Plan amendment as a termination under Section 4041 of
ERISA, or (d) the institution of proceedings to terminate, or the appointment of
a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event
or condition which would constitute grounds under Section 4042(a) of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan, or (f) the partial or complete withdrawal of the Borrower or any ERISA
Affiliate from a Multiemployer Plan, or (g) the imposition of a Lien pursuant to
Section 412 of the Code or Section 302 of ERISA, or (h) any event or condition
which results in the reorganization or insolvency of a Multiemployer Plan under
Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in
the termination of a Multiemployer Plan under Section 4041A of ERISA or the
institution by PBGC of proceedings to terminate a Multiemployer Plan under
Section 4042 of ERISA.

         "Total Capitalization" means, as of any date of determination, without
duplication, the sum of Total Debt plus Consolidated Net Worth.



                                     - 19 -
<PAGE>   25
         "Total Consolidated Assets" means, as of any date of determination, the
assets of the Borrower and the Consolidated Entities, determined on a
consolidated basis in accordance with GAAP.

         "Total Debt" means, as of any date of determination, the aggregate
amount of Debt of the Borrower and the Consolidated Entities determined on a
Consolidated basis.

         "Total Leverage Ratio" shall have the meaning assigned thereto in
Section 9.1.

         "UCC" means the Uniform Commercial Code as in effect in the State of
North Carolina.

         "Uniform Customs" the Uniform Customs and Practice for Documentary
Credits (1994 Revision), International Chamber of Commerce Publication No. 500.

         "United States" means the United States of America.

         "Wholly-Owned Entity" means a Person all of the shares of capital stock
or other ownership interests of which are owned by the Borrower and/or one or
more of its Wholly-Owned Entities.

         SECTION 1.2 General. Unless otherwise specified, a reference in this
Agreement to a particular section, subsection, Schedule or Exhibit is a
reference to that section, subsection, Schedule or Exhibit of this Agreement.
Wherever from the context it appears appropriate, each term stated in either the
singular or plural shall include the singular and plural, and pronouns stated in
the masculine, feminine or neuter gender shall include the masculine, the
feminine and the neuter. Any reference herein to "Charlotte time" shall refer to
the applicable time of day in Charlotte, North Carolina.

         SECTION 1.3 Other Definitions and Provisions.

         (a) Use of Capitalized Terms. Unless otherwise defined therein, all
capitalized terms defined in this Agreement shall have the defined meanings when
used in this Agreement, the Notes and the other Loan Documents or any
certificate, report or other document made or delivered pursuant to this
Agreement.

         (b) Miscellaneous. 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.



                                     - 20 -
<PAGE>   26
                                   ARTICLE II

                                 CREDIT FACILITY

         SECTION 2.1 Revolving Credit and Competitive Bid Loans.

         (a) Revolving Credit Loans. Subject to the terms and conditions of this
Agreement, each Lender severally agrees to make Revolving Credit Loans to the
Borrower from time to time from the Closing Date to but not including the
Termination Date as requested by the Borrower in accordance with the terms of
Section 2.3; provided, that (i) the aggregate principal amount of all
outstanding Revolving Credit Loans (after giving effect to any amount requested)
shall not exceed the Aggregate Commitment less the sum of the aggregate
principal amount of all outstanding Competitive Bid Loans and Swingline Loans
(excluding Swingline Loans simultaneously being repaid with the proceeds of such
Revolving Credit Loans) and the L/C Obligations and (ii) the principal amount of
outstanding Committed Extensions of Credit from any Lender to the Borrower shall
not at any time exceed such Lender's Commitment. Each Revolving Credit Loan by a
Lender shall be in a principal amount equal to such Lender's Commitment
Percentage of the aggregate principal amount of Revolving Credit Loans requested
on such occasion. Subject to the terms and conditions hereof, the Borrower may
borrow, repay and reborrow Revolving Credit Loans hereunder until the
Termination Date.

         (b) Competitive Bid Loans. Subject to the terms and conditions of this
Agreement, the Borrower may, prior to the Termination Date and pursuant to the
procedures set forth in Section 2.4, request the Lenders to make offers to make
Competitive Bid Loans; provided, that the aggregate principal amount of all
outstanding Competitive Bid Loans (after giving effect to any amount requested)
shall not exceed the lesser of (i) $225,000,000 or (ii) the Aggregate Commitment
less the sum of the aggregate principal amount of all outstanding Loans and the
L/C Obligations. The Lenders may, but shall have no obligation to, make such
offers and the Borrower may, but shall have no obligation to, accept any such
offers in the manner set forth in Section 2.4. Each Lender acknowledges that the
aggregate principal amount of all such outstanding Competitive Bid Loans made by
such Lender, when taken together with the aggregate principal amount of all
outstanding Revolving Credit Loans (and as to the Swingline Lender, Swingline
Loans) made by such Lender and such Lender's Commitment Percentage of the L/C
Obligations, may exceed such Lender's Commitment.

         SECTION 2.2 Swingline Loans.

         (a) Availability. Subject to the terms and conditions of this
Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrower
from time to time from the Closing Date to but not including


                                     - 21 -
<PAGE>   27
the Swingline Termination Date; provided, that the aggregate principal amount of
all outstanding Swingline Loans (after giving effect to any amount requested),
shall not exceed the lesser of (i) the Aggregate Commitment less the sum of the
aggregate principal amount of all outstanding Revolving Credit Loans (excluding
any Revolving Credit Loans, the proceeds of which will be used to repay
Swingline Loans), Competitive Bid Loans and the L/C Obligations and (ii) the
Swingline Commitment. Each Lender acknowledges that the aggregate principal
amount of all outstanding Swingline Loans made by the Swingline Lender, when
taken together with the aggregate principal of all outstanding Revolving Credit
Loans and the Competitive Bid Loans made by such Lender and such Lender's
Commitment Percentage of the L/C Obligations, may exceed such Lender's
Commitment.

         (b) Refunding.

                  (i) Swingline Loans shall be reimbursed fully by the Lenders
         on demand by the Swingline Lender. Such reimbursements shall be made by
         the Lenders in accordance with their respective Commitment Percentages
         and shall thereafter be reflected as Revolving Credit Loans of the
         Lenders on the books and records of the Agent. Each Lender shall fund
         its respective Commitment Percentage of Revolving Credit Loans as
         required to repay Swingline Loans outstanding to the Swingline Lender
         upon demand by the Swingline Lender but in no event later than 3:00
         p.m. (Charlotte time) on the date such demand is made if made on or
         before 1:00 p.m. (Charlotte time) on such date and no later than 12:00
         noon (Charlotte time) on the next succeeding Business Day if demand
         therefor is made after 1:00 p.m. (Charlotte time).

                  (ii) The Borrower shall pay to the Swingline Lender on demand
         the amount of such Swingline Loans to the extent amounts received from
         the Lenders are not sufficient to repay in full the outstanding
         Swingline Loans requested or required to be refunded. In addition, the
         Borrower hereby authorizes the Agent to charge any account maintained
         by it with the Swingline Lender (up to the amount available therein) in
         order to immediately pay the Swingline Lender the amount of such
         Swingline Loans to the extent amounts received from the Lenders are not
         sufficient to repay in full the outstanding Swingline Loans requested
         or required to be refunded. If any portion of any such amount paid to
         the Swingline Lender shall be recovered by or on behalf of the Borrower
         from the Swingline Lender in bankruptcy or otherwise, the loss of the
         amount so recovered shall be ratably shared among all the Lenders in
         accordance with their respective Commitment Percentages.

                  (iii) Each Lender acknowledges and agrees that its obligation
         to refund Swingline Loans in accordance with the terms of this Section
         2.2(b) is absolute and unconditional and shall not


                                     - 22 -
<PAGE>   28
         be affected by any circumstance whatsoever; provided, that if prior to
         the refunding of any outstanding Swingline Loans pursuant to this
         Section 2.2(b), one of the events described in Section 11.1(h) or (i)
         shall have occurred, each Lender will, on the date the applicable
         Revolving Credit Loan would have been made, purchase an undivided
         participating interest in the Swingline Loan to be refunded in an
         amount equal to its Commitment Percentage of the aggregate amount of
         such Swingline Loan. Each Lender will immediately transfer to the
         Swingline Lender, in immediately available funds, the amount of its
         participation and upon receipt thereof the Swingline Lender will
         deliver to such Lender a certificate evidencing such participation
         dated the date of receipt of such funds and for such amount. Whenever,
         at any time after the Swingline Lender has received from any Lender
         such Lender's participating interest in a Swingline Loan, the Swingline
         Lender receives any payment on account thereof, the Swingline Lender
         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).

         SECTION 2.3 Procedure for Advances of Revolving Credit and Swingline
Loans.

         (a) Requests for Borrowing. The Borrower shall give the Agent
irrevocable prior written notice in the form attached hereto as Exhibit B (a
"Notice of Borrowing") not later than 11:00 a.m. (Charlotte time) (i) on the
same Business Day as each Base Rate Loan or Swingline Loan and (ii) at least
three (3) Business Days before each LIBOR Loan, of its intention to borrow,
specifying (A) the date of such borrowing, which shall be a Business Day, (B)
the amount of such borrowing, which shall be (1) with respect to Base Rate Loans
in an aggregate principal amount of $3,000,000 or a whole multiple of $1,000,000
in excess thereof, (2) with respect to LIBOR Loans in an aggregate principal
amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof and
(3) with respect to Swingline Loans in an aggregate principal amount of $300,000
or a whole multiple of $100,000 in excess thereof, (C) whether such loans are to
be Revolving Credit Loans or Swingline Loans, (D) in the case of a Revolving
Credit Loan, whether the Loans are to be LIBOR Loans or Base Rate Loans and (E)
in the case of a LIBOR Loan, the duration of the Interest Period applicable
thereto. Notices received after 11:00 a.m. (Charlotte time) shall be deemed
received on the next Business Day. The Agent shall promptly notify the Lenders
of each Notice of Borrowing.

         (b) Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on
the proposed borrowing date, (i) each Lender will make available to the Agent,
for the account of the Borrower, at the office of the Agent in funds immediately
available to the Agent, such Lender's


                                     - 23 -
<PAGE>   29
Commitment Percentage of the Revolving Credit Loans to be made on such borrowing
date and (ii) the Swingline Lender will make available to the Agent, for the
account of the Borrower, at the office of the Agent in funds immediately
available to the Agent, the Swingline Loans to be made to the Borrower on such
borrowing date. The Borrower hereby irrevocably authorizes the Agent to disburse
the proceeds of each borrowing requested pursuant to this Section 2.3 in
immediately available funds by crediting such proceeds to a deposit account of
the Borrower maintained with the Agent or by wire transfer to such account as
may be agreed upon by the Borrower and the Agent from time to time. Subject to
Section 4.7 hereof, the Agent shall not be obligated to disburse the portion of
the proceeds of any Revolving Credit Loan requested pursuant to this Section 2.3
to the extent that any Lender has not made available to the Agent its Commitment
Percentage of such Revolving Credit Loan. Revolving Credit Loans to be made for
the purpose of refunding Swingline Loans shall be made by the Lenders as
provided in Section 2.2(b) hereof.

         SECTION 2.4 Procedure for Advances of Competitive Bid Loans.

         (a) Competitive Bid Request. To request Competitive Bids, the Borrower
shall deliver to the Agent a duly completed Competitive Bid Request in the form
of Exhibit C-1 hereto (a "Competitive Bid Request") to be received by the Agent
(i) not later than 11:00 a.m. (Charlotte time) five (5) Business Days before a
proposed borrowing of LIBOR Competitive Loans and (ii) not later than 11:00 a.m.
(Charlotte time) two (2) Business Days before a proposed borrowing of Absolute
Rate Loans; provided that the Borrower shall not submit a Competitive Bid
Request within five (5) Business Days after the date of any previous Competitive
Bid Request. A Competitive Bid Request that does not conform substantially to
the form of Exhibit C-1 may be rejected in the Agent's sole discretion, and the
Agent shall promptly notify the Borrower of such rejection by telephone promptly
confirmed by telecopy. Such request shall in each case refer to this Agreement
and specify (i) whether the borrowing then being requested is to be a LIBOR
Competitive Loan or an Absolute Rate Loan, (ii) the date of such borrowing
(which shall be a Business Day), (iii) the aggregate principal amount of such
borrowing which shall be in a minimum principal amount of $10,000,000 or a whole
multiple of $5,000,000 in excess thereof and (iv) the Interest Period with
respect to each LIBOR Competitive Loan and each Absolute Rate Loan, which
Interest Periods may not expire on a date later than the first (1st) Business
Day prior to the Termination Date; provided that the Borrower may not request
bids for more than three (3) different durations of Interest Periods in the same
Competitive Bid Request. Promptly after its receipt of a Competitive Bid Request
that is not rejected as aforesaid, the Agent shall invite by telecopier (in the
form set forth in Exhibit C-2 hereto) the Lenders to bid, on the terms and
conditions of this Agreement, to make Competitive Bid Loans pursuant to the
Competitive Bid Request.



                                     - 24 -
<PAGE>   30
         (b) Competitive Bids.

                  (i) Each Lender may make, in its sole discretion, up to three
         (3) Competitive Bids to the Borrower responsive to a Competitive Bid
         Request. Each Competitive Bid by a Lender must be received by the Agent
         via telecopier, in the form of Exhibit C-3, (i) not later than 10:30
         a.m., Charlotte time, three (3) Business Days before any proposed LIBOR
         Competitive Loan and (ii) not later than 10:30 a.m., Charlotte time, on
         the same Business Day of any proposed Absolute Rate Loan. Multiple bids
         shall be accepted by the Agent. Competitive Bids that do not conform
         substantially to the format of Exhibit C-3 may be rejected by the Agent
         after conferring with, and upon the instruction of, the Borrower, and
         the Agent shall notify the Lender making such nonconforming bid of such
         rejection as soon as practicable. Each Competitive Bid shall refer to
         this Agreement and specify (x) the principal amount (which shall be in
         a minimum principal amount of $5,000,000 and in an integral multiple of
         $1,000,000 and which may equal the entire principal amount of the
         Competitive Bid Loan requested by the Borrower) of the Competitive Bid
         Loan or Loans that the Lender is willing to make to the Borrower, (y)
         the Competitive Bid Rate or Rates at which the Lender is prepared to
         make the Competitive Bid Loan or Loans and (z) the Interest Period
         applicable to each such Loan and the last day thereof. A Competitive
         Bid submitted by a Lender pursuant to this Section 2.4(b) shall be
         irrevocable.

                  (ii) The Agent shall promptly notify the Borrower by
         telecopier, (A) not later than 11:00 a.m., Charlotte time, three (3)
         Business Days before a proposed LIBOR Competitive Loan and (B) not
         later than 11:00 a.m., Charlotte time, on the same Business Day of each
         proposed Absolute Rate Loan, of all the Competitive Bids made, the
         Competitive Bid Rate and the principal amount of each Competitive Bid
         Loan in respect of which a Competitive Bid was made and the identity of
         the Lender that made each bid. The Agent shall send a copy of all
         Competitive Bids to the Borrower for its records as soon as practicable
         after completion of the bidding process set forth in this Section.

                  (iii) The Borrower may, in its sole and absolute discretion,
         subject only to the provisions of this Section 2.4(b)(iii), accept or
         reject any Competitive Bid referred to in Section 2.4(b)(ii). The
         Borrower shall notify the Agent by telephone, confirmed by telecopier
         in the form of a Competitive Bid Accept/Reject Letter substantially in
         the form set forth in Exhibit C-4, whether and to what extent it has
         decided to accept or reject any of or all the bids referred to section
         2.4(b)(ii), (y) not later than 11:30 a.m., Charlotte time, three
         Business Days before a proposed LIBOR Competitive Loan and (z) not
         later than 11:30 a.m., Charlotte time, on the same Business Day of a
         proposed


                                     - 25 -
<PAGE>   31
         Absolute Rate Loan; provided, however, that (i) the failure by the
         Borrower to give such notice shall be deemed to be a rejection of all
         the bids referred to in Section 2.4(b)(ii), (ii) the acceptance of bids
         by the Borrower shall be made on the basis of ascending (from lowest to
         highest) bids for LIBOR Competitive Loans or Absolute Rate Loans within
         each Interest Period and the Borrower shall not accept a bid made at a
         particular Competitive Bid Rate for a particular Interest Period if the
         Borrower has decided to reject a bid made at a lower Competitive Bid
         Rate for such Interest Period, (iii) if two or more Lenders submit bids
         at the same Competitive Bid Rate, the principal amount of the bids
         accepted by the Borrower shall be allocated by the Borrower (after
         consultation with the Agent) on a pro rata basis in whole multiples of
         $1,000,000, (iv) the aggregate amount of the Competitive Bids accepted
         by the Borrower shall not exceed the principal amount specified in the
         Competitive Bid Request, and (v) except pursuant to clause (iii) above,
         no bid shall be accepted as a Competitive Bid Loan unless such
         Competitive Bid Loan is in a minimum principal amount of $5,000,000 and
         an integral multiple of $1,000,000. A notice given by the Borrower
         pursuant to this Section 2.4 shall be irrevocable.

                  (iv) The Agent shall promptly notify each bidding Lender
         whether or not its Competitive Bid has been accepted (and if so, in
         what amount and at what Competitive Bid Rate) by telecopier sent by the
         Agent, and each successful bidder shall thereupon become bound, subject
         to the other applicable conditions hereof, to make the Competitive Bid
         Loan in respect of which its bid has been accepted.

                  (v) If the Agent shall elect to submit a Competitive Bid in
         its capacity as a Lender, it shall submit such bid directly to the
         Borrower one-quarter hour earlier than the earliest time at which the
         other Lenders are required to submit their bids to the Agent pursuant
         to Section 2.4.

                  (vi) All notices required by this Section shall be given in
         accordance with Section 13.1.

         (c) Disbursement of Competitive Bid Loans. Not later than 2:00 p.m.
(Charlotte time) on the proposed borrowing date, each Lender whose Competitive
Bid was accepted will make available to the Agent, for the account of the
Borrower, at the office of the Agent in funds immediately available to the
Agent, such Lender's Competitive Bid Loan to be made on such borrowing date. The
Borrower hereby irrevocably authorizes the Agent to disburse the proceeds of
each borrowing accepted pursuant to Section 2.4(b) in immediately available
funds by crediting such proceeds, not later than 3:30 p.m. (Charlotte time) on
the proposed borrowing date, to a deposit account of the Borrower maintained
with the


                                     - 26 -
<PAGE>   32
Agent or by wire transfer to such account as may be designated by the Borrower
from time to time. The Agent shall not be obligated to disburse the proceeds of
any Competitive Bid Loan accepted pursuant to Section 2.4(b) until each
applicable Lender shall have made available to the Agent its Competitive Bid
Loan.

         SECTION 2.5 Repayment of Loans.

         (a) Repayment. The Borrower shall repay the outstanding principal
amount of (i) all Revolving Credit Loans on the Termination Date, if not sooner
repaid, (ii) each Competitive Bid Loan on the expiration of the Interest Period
applicable thereto and (iii) all Swingline Loans in accordance with Section
2.2(b), together, in each such case, with all accrued but unpaid interest
thereon to but not including the date of repayment. The Borrower shall have the
right at any time and from time to time to repay the Swingline Loans, each
repayment to be in the principal amount of not less than $300,000 or a whole
multiple of $100,000 in excess thereof.

         (b) Mandatory Repayment of Excess Loans. If at any time the outstanding
principal amount of all Loans (excluding Swingline Loans simultaneously being
repaid with the proceeds of Revolving Loans) plus the L/C Obligations exceeds
the Aggregate Commitment, the Borrower shall repay immediately upon notice from
the Agent, by payment to the Agent for the account of the Lenders, Loans in an
amount equal to such excess with each such repayment applied first to the
principal amount of outstanding Swingline Loans (excluding Swingline Loans
simultaneously being repaid with the proceeds of Revolving Loans), then to the
principal amount of outstanding Revolving Credit Loans, and then to the
principal amount of outstanding Competitive Bid Loans, in the inverse order of
maturity of such Competitive Bid Loans.

         (c) Limitation on Repayment of Certain Loans. The Borrower may not
repay any LIBOR Loan or any Competitive Bid Loan on any day other than on the
last day of the Interest Period applicable thereto unless such repayment is
accompanied by any amount required to be paid pursuant to Section 4.9 hereof.

         SECTION 2.6 Notes.

         (a) Revolving Credit Notes. Each Lender's Revolving Credit Loans and
the obligation of the Borrower to repay such Loans shall be evidenced by a
Revolving Credit Note executed by the Borrower payable to the order of such
Lender representing the Borrower's obligation to pay such Lender's Commitment
or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans
made by such Lender to the Borrower hereunder, plus interest and all other fees,
charges and other amounts due thereon. Each Revolving Credit Note shall be dated
the Closing Date (or, in the case of any Revolving Credit Note issued pursuant
to Section


                                     - 27 -
<PAGE>   33
13.10, dated the effective date of the relevant Assignment and Acceptance) and
shall bear interest on the unpaid principal amount thereof at the applicable
interest rate per annum specified in Section 4.1(a).

         (b) Competitive Bid Notes. Each Lender's Competitive Bid Loans and the
obligation of the Borrower to repay such Competitive Bid Loans shall be
evidenced by a Competitive Bid Note executed by the Borrower payable to the
order of such Lender in a principal amount up to $225,000,000 or, if less, the
aggregate unpaid principal amount of all Competitive Bid Loans made by such
Lender to the Borrower hereunder, plus interest on such principal amounts and
all other fees, charges and other amounts due thereon. Each Competitive Bid Note
shall be dated the Closing Date and shall bear interest on the unpaid principal
amount thereof at the applicable interest rate per annum specified in Section
4.1(a).

         (c) Swingline Note. The Swingline Loans and the obligation of the
Borrower to repay such Swingline Loans shall be evidenced by a Swingline Note
executed by the Borrower payable to the order of the Swingline Lender
representing the Borrower's obligation to pay the Swingline Lender's Swingline
Commitment or, if less, the aggregate unpaid principal amount of all Swingline
Loans made by the Swingline Lender to the Borrower hereunder, plus interest on
such principal amounts and all other fees, charges and other amounts due
thereon. The Swingline Note shall be dated the Closing Date and shall bear
interest on the unpaid principal amount thereof at the applicable Swingline
Rate.

         SECTION 2.7 Permanent Reduction of the Aggregate Commitment.

         (a) The Borrower shall have the right at any time and from time to
time, upon at least five (5) Business Days prior written notice to the Agent, to
permanently reduce, in whole at any time or in part from time to time, without
premium, the Aggregate Commitment in an aggregate principal amount not less than
$10,000,000 or any whole multiple in excess thereof.

         (b) Each permanent reduction permitted pursuant to this Section 2.7
shall be accompanied by a payment of principal sufficient to reduce the
aggregate outstanding Extensions of Credit of the Lenders after such reduction
to the Aggregate Commitment as so reduced. Any reduction of the Aggregate
Commitment to zero shall be accompanied by payment of all outstanding
Obligations (and furnishing of cash collateral satisfactory to the Agent for all
L/C Obligations) and, if such reduction is permanent, termination of the
Commitments and Credit Facility. Such cash collateral shall be applied in
accordance with Section 11.2(b). If the reduction of the Aggregate Commitment
requires the repayment of any LIBOR Rate Loan or Competitive Bid Loan, such
reduction may be made


                                     - 28 -
<PAGE>   34
only on the last day of the then current Interest Period applicable thereto
unless such repayment is accompanied by any amount required to be paid pursuant
to Section 4.9 hereof.

         SECTION 2.8 Termination and Extension of Credit Agreement. The Credit
Facility shall terminate on the earliest of (a) April 22, 2002 (as such date may
be extended pursuant to this Section 2.8, the "Termination Date"), (b) the date
of termination by the Borrower pursuant to Section 2.7(a), and (c) the date of
termination by the Agent on behalf of the Lenders pursuant to Section 11.2(a);
provided, that not earlier than the thirtieth (30th) day prior to and not later
than the thirtieth (30th) day after each of the first and second anniversaries
of the Closing Date, the Borrower may, by written notice (an "Extension
Request") given to the Agent, request that the Termination Date be extended in
each such instance to a date that is 364 days after the Termination Date then in
effect; provided, however, that the Termination Date shall not thereby be
extended beyond April 22, 2004. The Agent shall promptly advise each Lender of
its receipt of any Extension Request and furnish each Lender with a copy
thereof. Each Lender may, in its sole discretion, consent to a requested
extension by giving written notice thereof to the Agent not later than the
Business Day (the "Extension Confirmation Date") immediately preceding the date
which is thirty-one (31) days after the date of the Extension Request. No Lender
shall be under any obligation or commitment to extend any Termination Date and
no such obligation or commitment on the part of any Lender shall be inferred
from the provisions of this Section 2.8. Failure on the part of any Lender to
respond to an Extension Request by the applicable Extension Confirmation Date
shall be deemed to be a denial of such request by such Lender. The requested
extension shall not be granted unless Lenders holding 100% of the Aggregate
Commitment as of the date the Extension Request is given shall have consented in
writing to such extension. Promptly following the applicable Extension
Confirmation Date and in any event within five (5) Business Days, the Agent
shall provide notice to the Borrower in writing as to whether the requested
extension has been granted (an "Extension Confirmation Notice"). If granted,
such extension shall become effective upon the date of issuance of such
Extension Confirmation Notice. The Agent shall promptly thereafter provide a
copy of such Extension Confirmation Notice to each Lender.

         SECTION 2.9 Use of Proceeds. The Borrower shall use the proceeds of the
Loans (a) to repay in full the existing Debt under the Credit Agreement between
Quorum Health Group, Inc., et al as Borrowers, AmSouth Bank of Alabama as Agent
and the Lenders party thereto dated as of May 22, 1995, as amended, (b) the
investment in and acquisition of Facilities and other assets to the extent
permitted hereunder, (c) to redeem or solicit the tender of the 1992 Senior
Subordinated Notes pursuant to the terms of the 1992 Indenture, and (d) for
working capital and other general corporate requirements of the Borrower and the


                                     - 29 -
<PAGE>   35
Consolidated Entities, including the payment of certain fees and expenses
incurred in connection with the transactions contemplated hereby.

         SECTION 2.10 Guaranty Agreement. Pursuant to the terms and conditions
of the Guaranty Agreement, payment and performance of the Obligations shall be
unconditionally guaranteed by each Wholly-Owned Entity.


                                   ARTICLE III

                            LETTER OF CREDIT FACILITY

         SECTION 3.1 L/C Commitment. Subject to the terms and conditions hereof,
the Issuing Lender, in reliance on the agreements of the other Lenders set forth
in Section 3.4(a), agrees to issue standby letters of credit ("Letters of
Credit") for the account of the Borrower on any Business Day from the Closing
Date through but not including the Termination Date in such form as may be
approved from time to time by the Issuing Lender; provided, that the Issuing
Lender shall have no obligation to issue any Letter of Credit if, after giving
effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment
or (b) the Committed Extensions of Credit would exceed such Lender's Commitment
or (c) the aggregate principal amount of all outstanding Loans plus the L/C
Obligations would exceed the Aggregate Commitment. Each Letter of Credit shall
(i) be denominated in Dollars in a minimum amount of $500,000, (ii) be a standby
letter of credit issued to support obligations of the Borrower or any of its
Subsidiaries, contingent or otherwise, incurred in the ordinary course of
business, (iii) have a term of not more than one (1) year, (iv) expire on a date
which shall be no later than thirty (30) days prior to the Termination Date and
(v) be subject to the Uniform Customs and, to the extent not inconsistent
therewith, the laws of the State of North Carolina. The Issuing Lender shall not
at any time be obligated to issue any Letter of Credit hereunder if such
issuance would conflict with, or cause the Issuing Lender or any L/C Participant
to exceed any limits imposed by, any Applicable Law. References herein to
"issue" and derivations thereof with respect to Letters of Credit shall also
include extensions or modifications of any existing Letters of Credit, unless
the context otherwise requires.

         SECTION 3.2 Procedure for Issuance of Letters of Credit. The Borrower
may from time to time request that the Issuing Lender issue a Letter of Credit
by delivering to the Issuing Lender at the Issuing Lender's Office an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other


                                     - 30 -
<PAGE>   36
papers and information as the Issuing Lender may request. Upon receipt of any
Application, the Issuing Lender shall process such Application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall,
subject to Section 3.1 and Article V hereof, promptly issue the Letter of Credit
requested thereby (but in no event shall the Issuing Lender be required to issue
any Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing
Lender and the Borrower. The Issuing Lender shall furnish to the Borrower a copy
of such Letter of Credit and furnish to each Lender a copy of such Letter of
Credit and the amount of each Lender's L/C Participation therein, all promptly
following the issuance of such Letter of Credit.

         SECTION 3.3 Commissions and Other Charges.

         (a) The Borrower shall pay to the Agent, for the account of the Issuing
Lender and the L/C Participants, a non-refundable letter of credit commission
with respect to each Letter of Credit in an amount equal to the product of (i)
the LIBOR Margin (on a per annum basis) and (ii) the face amount of such Letter
of Credit. Such commission shall be payable quarterly in arrears on the first
Business Day of each calendar quarter of the Borrower and on the Termination
Date. The Agent shall, promptly following its receipt thereof, distribute to the
Issuing Lender and the L/C Participants all commissions received by the Agent in
accordance with their respective Commitment Percentages.

         (b) In addition to the foregoing commission, the Borrower shall pay the
Issuing Lender for its account an issuance fee of one-eighth of one percent
(0.125%) per annum on the face amount of each Letter of Credit, payable
quarterly in arrears on the first Business Day of each calendar quarter and on
the Termination Date, together with the Issuing Lender's standard and customary
documentation and other fees.

         SECTION 3.4 L/C Participations.

         (a) The Issuing Lender irrevocably agrees to grant and hereby grants to
each L/C Participant, and, to induce the Issuing Lender to issue Letters of
Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase
and hereby accepts and purchases from the Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Commitment Percentage in
the Issuing Lender's obligations and rights under each Letter of Credit issued
hereunder and the amount of each draft paid by the Issuing Lender thereunder.
Each L/C Participant unconditionally and irrevocably agrees with the Issuing


                                     - 31 -
<PAGE>   37
Lender that, if a draft is paid under any Letter of Credit for which the Issuing
Lender is not reimbursed in full by the Borrower in accordance with the terms of
this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand
at the Issuing Lender's address for notices specified herein an amount equal to
such L/C Participant's Commitment Percentage of the amount of such draft, or any
part thereof, which is not so reimbursed.

         (b) Upon becoming aware of any amount required to be paid by any L/C
Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any
unreimbursed portion of any payment made by the Issuing Lender under any Letter
of Credit, the Issuing Lender shall notify each L/C Participant of the amount
and due date of such required payment and such L/C Participant shall pay to the
Issuing Lender the amount specified on the applicable due date. If any such
amount is paid to the Issuing Lender after the date such payment is due, such
L/C Participant shall pay to the Issuing Lender on demand, in addition to such
amount, the product of (i) such amount, times (ii) the daily average Federal
Funds Rate as determined by the Agent during the period from and including the
date such payment is due to the date on which such payment is immediately
available to the Issuing Lender, times (iii) a fraction the numerator of which
is the number of days that elapse during such period and the denominator of
which is 360. A certificate of the Issuing Lender with respect to any amounts
owing under this Section shall be conclusive in the absence of manifest error.
With respect to payment to the Issuing Lender of the unreimbursed amounts
described in this Section 3.4(b), if the notice that any such payment is due is
received by the L/C Participants (A) prior to 1:00 p.m. (Charlotte time) on any
Business Day, such payment shall be due that Business Day, and (B) after 1:00
p.m. (Charlotte time) on any Business Day, such payment shall be due on the
following Business Day.

         (c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its
Commitment Percentage of such payment in accordance with this Section 3.4, the
Issuing Lender receives any payment related to such Letter of Credit (whether
directly from the Borrower or otherwise, or any payment of interest on account
thereof, the Issuing Lender will distribute to such L/C Participant its pro rata
share thereof; provided, that in the event that any such payment received by the
Issuing Lender shall be required to be returned by the Issuing Lender, such L/C
Participant shall return to the Issuing Lender the portion thereof previously
distributed by the Issuing Lender to it.

         SECTION 3.5 Reimbursement Obligation of the Borrower. The Borrower
agrees to reimburse the Issuing Lender on each date on which the Issuing Lender
notifies the Borrower of the date and amount of a draft paid under any Letter of
Credit for the amount of (a) such draft so paid and (b) any taxes, fees, charges
or other costs or expenses


                                     - 32 -
<PAGE>   38
incurred by the Issuing Lender in connection with such payment. Each such
payment shall be made to the Issuing Lender at its address for notices specified
herein in lawful money of the United States and in immediately available funds.
Interest shall be payable on any and all amounts remaining unpaid by the
Borrower under this Article III from the date such amounts become payable
(whether at stated maturity, by acceleration or otherwise) until payment in full
at the rate which would be payable on any outstanding Base Rate Loans which were
then overdue. If the Borrower fails to timely reimburse the Issuing Lender on
the date the Borrower receives the notice referred to in this Section 3.5, the
Borrower shall be deemed to have timely given a Notice of Borrowing hereunder to
the Agent requesting the Lenders to make a Base Rate Loan on such date in an
amount equal to the amount of such drawing and, subject to the satisfaction or
waiver of the conditions precedent specified in Article V, the Lenders shall
make Base Rate Loans in such amount, the proceeds of which shall be applied to
reimburse the Issuing Lender for the amount of the related drawing and costs and
expenses.

         SECTION 3.6 Obligations Absolute. The Borrower's obligations under this
Article III (including without limitation the Reimbursement Obligation) shall be
absolute and unconditional under any and all circumstances and irrespective of
any set-off, counterclaim or defense to payment which the Borrower may have or
have had against the Issuing Lender or any beneficiary of a Letter of Credit.
The Borrower also agrees with the Issuing Lender that the Issuing Lender shall
not be responsible for, and the Borrower's Reimbursement Obligation under
Section 3.5 shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even though such
documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between or among the Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred or
any claims whatsoever of a Borrower against any beneficiary of such Letter of
Credit or any such transferee. The Issuing Lender shall not be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions caused by the Issuing Lender's gross
negligence or willful misconduct. The Borrower agrees that any action taken or
omitted by the Issuing Lender under or in connection with any Letter of Credit
or the related drafts or documents, if done in the absence of gross negligence
or willful misconduct and in accordance with the standards of care specified in
the Uniform Customs and, to the extent not inconsistent therewith, the UCC shall
be binding on the Borrower and shall not result in any liability of the Issuing
Lender to the Borrower. The responsibility of the Issuing Lender to the Borrower
in connection with any draft presented for payment under any Letter of Credit
shall, in addition to any payment obligation expressly provided for in such
Letter of Credit, be limited to determining that the documents (including each
draft) delivered under such Letter of Credit in


                                     - 33 -
<PAGE>   39
connection with such presentment are in conformity with such Letter of Credit.

         SECTION 3.7 Effect of Application. To the extent that any provision of
any Application related to any Letter of Credit is inconsistent with the
provisions of this Article III, the provisions of this Article III shall apply.


                                   ARTICLE IV

                             GENERAL LOAN PROVISIONS

         SECTION 4.1 Interest.

         (a) Interest Rate Options. Subject to the provisions of this Section
4.1, at the election of the Borrower in accordance with Article II, the unpaid
principal balance of (i) any Revolving Credit Loan shall bear interest at (A)
the Base Rate or (B) the LIBOR Rate plus the LIBOR Margin, (ii) any Competitive
Bid Loan shall bear interest at the applicable Competitive Bid Rate established
pursuant to Section 2.4 and (iii) any Swingline Loan shall bear interest at the
Swingline Rate. Any Revolving Credit Loan as to which the Borrower has not duly
specified an interest rate as provided herein shall be deemed a Base Rate Loan.

         (b) Interest Periods.

                  (i) In connection with each LIBOR Loan, the Borrower, by
         giving notice at the times described in Sections 2.3 and 4.2, shall
         elect an interest period (each, an "Interest Period") to be applicable
         to such Loan, which Interest Period shall be a period of one (1), two
         (2), three (3), or six (6) months; provided that:

                           (A) each Interest Period shall commence on the date
                  of advance of or conversion to any LIBOR Loan and, in the case
                  of immediately successive Interest Periods, each successive
                  Interest Period shall commence on the date on which the next
                  preceding Interest Period expires;

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



                                     - 34 -
<PAGE>   40
                           (C) any Interest Period that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of the relevant calendar month at the end of such
                  Interest Period; and

                           (D) no Interest Period shall extend beyond the
                  Termination Date.

                  (ii) In connection with each Competitive Bid Loan, the
         Borrower, by giving notice at the times described in Section 2.4, shall
         elect an Interest Period to be applicable to such Loan, which Interest
         Period shall be a period of such duration as accepted by the Borrower
         pursuant to Section 2.4(b); provided that:

                           (A) the Interest Period for any Absolute Rate Loan
                  shall not be less than seven (7) days nor more than one
                  hundred eighty (180) days;

                           (B) the Interest Period for any LIBOR Competitive
                  Loan shall be a period of one (1), two (2), three (3), or six
                  (6) months;

                           (C) if any Interest Period would otherwise expire on
                  a day that is not a Business Day, such Interest Period shall
                  expire on the next succeeding Business Day; and

                           (D) no Interest Period shall extend beyond the
                  Termination Date.

                  (iii) With respect LIBOR Rate Loans and LIBOR Competitive
         Loans in the aggregate, there shall be no more than eight (8) Interest
         Periods in effect at any time.

         (c) LIBOR Margin. Adjustments, if any, in the LIBOR Margin shall be
made by the Agent on the fifth (5th) Business Day after receipt by the Agent of
quarterly financial statements for the Borrower and its Subsidiaries and the
accompanying Officer's Compliance Certificate setting forth the Total Leverage
Ratio of the Borrower and its Consolidated Entities as of the most recent fiscal
quarter end. Subject to Section 4.1(d), in the event the Borrower fails to
deliver such financial statements and certificate within the time required by
Section 7.1(c) hereof, the LIBOR Margin shall be the highest LIBOR Margin until
five (5) Business Days after receipt by the Agent of such financial statements
and certificate.



                                     - 35 -
<PAGE>   41
         (d) Default Rate. Upon the occurrence and during the continuance of an
Event of Default, (i) the Borrower shall no longer have the option to request
LIBOR Loans, (ii) all outstanding LIBOR Loans may at the option of the Agent and
shall at the direction of the Required Lenders bear interest at a rate per annum
which shall be two percent (2%) in excess of the rate then applicable to LIBOR
Loans, as applicable, until the end of the applicable Interest Period and
thereafter at a rate equal to two percent (2%) in excess of the rate then
applicable to Base Rate Loans, and (iii) all outstanding Base Rate Loans shall
bear interest at a rate per annum equal to two percent (2%) in excess of the
rate then applicable to Base Rate Loans. Interest shall continue to accrue on
the Notes after the filing by or against the Borrower of any petition seeking
any relief in bankruptcy or under any act or law pertaining to insolvency or
debtor relief, whether state, federal or foreign.

         (e) Interest Payment and Computation. Interest on each Base Rate Loan
shall be payable in arrears on the first Business Day of each calendar quarter
for the immediately preceding quarter, commencing on July 1, 1997; interest on
each LIBOR Loan and Competitive Bid Loan shall be payable on the last day of
each Interest Period applicable thereto, and if such Interest Period extends
over three (3) months, at the end of each three (3) month interval during such
Interest Period. All interest rates, fees and commissions provided hereunder
shall be computed on the basis of a 360-day year and assessed for the actual
number of days elapsed.

         (f) Maximum Rate. In no contingency or event whatsoever shall the
aggregate of all amounts deemed interest hereunder or under any of the Notes
charged or collected pursuant to the terms of this Agreement or pursuant to any
of the Notes exceed the highest rate permissible under any Applicable Law which
a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. In the event that such a court determines that the Lenders
have charged or received interest hereunder in excess of the highest applicable
rate, the rate in effect hereunder shall automatically be reduced to the maximum
rate permitted by Applicable Law and the Lenders shall at the Agent's option
promptly refund to the Borrower any interest received by Lenders in excess of
the maximum lawful rate or shall apply such excess to the principal balance of
the Obligations. It is the intent hereof that the Borrower not pay or contract
to pay, and that neither the Agent nor any Lender receive or contract to
receive, directly or indirectly in any manner whatsoever, interest in excess of
that which may be paid by the Borrower under Applicable Law.

         SECTION 4.2 Notice and Manner of Conversion or Continuation of
Revolving Credit Loans. Provided that no Event of Default has occurred and is
then continuing, the Borrower shall have the option to (a) convert at any time
all or any portion of its outstanding Base Rate Loans in a principal amount
equal to $10,000,000 or any whole multiple


                                     - 36 -
<PAGE>   42
of $1,000,000 in excess thereof into one or more LIBOR Loans, and (b) upon the
expiration of any Interest Period, (i) convert all or any part of its
outstanding LIBOR Loans in a principal amount equal to $3,000,000 or a whole
multiple of $1,000,000 in excess thereof into Base Rate Loans or (ii) continue
such LIBOR Loans as LIBOR Loans. Whenever the Borrower desires to convert or
continue Loans as provided above, the Borrower shall give the Agent irrevocable
prior written notice in the form attached as Exhibit D (a "Notice of Conversion/
Continuation") not later than 11:00 a.m. (Charlotte time) three (3) Business
Days before the day on which a proposed conversion or continuation of such Loan
is to be effective specifying (A) the Loans to be converted or continued, and,
in the case of any LIBOR Loan to be converted or continued, the last day of the
Interest Period therefor, (B) the effective date of such conversion or
continuation (which shall be a Business Day), (C) the principal amount of such
Loans to be converted or continued, and (D) the Interest Period to be applicable
to such converted or continued LIBOR Loan. The Agent shall promptly notify the
Lenders of such Notice of Conversion/Continuation.

         SECTION 4.3 Fees.

         (a) Facility Fees. Commencing on the Closing Date, the Borrower shall
pay to the Agent, for the account of the Lenders, a non-refundable facility fee
at a rate (the "Facility Fee Rate") per annum equal to the product of (i) the
Facility Fee Rate set forth below and (ii) the amount of the Aggregate
Commitment, whether used or unused. The Facility Fee Rate, from the Closing Date
until the receipt of the initial Margin Certificate, shall be 0.20% and
thereafter shall be determined by reference to the Total Leverage Ratio of the
Borrower and its Consolidated Entities set forth in the most recently delivered
Margin Certificate as follows:

<TABLE>
<CAPTION>
         Total Leverage Ratio                            Facility Fee Rate (%)
         --------------------                            ---------------------
<S>                                                      <C>
         Less than 1.5 to 1.0                                  0.1750

         Equal to or greater than 1.5 to 1.0                            0.1875
         but less than 2.0 to 1.0

         Equal to or greater than 2.0 to 1.0 but                        0.2000
         less than 2.5 to 1.0

         Equal to or greater than 2.5 to 1.0 but                        0.2500
         less than 3.0 to 1.0

         Equal to or greater than 3.0 to 1.0                            0.2500
</TABLE>



                                     - 37 -
<PAGE>   43
Adjustments, if any, in the Facility Fee Rate shall be made by the Agent on the
fifth Business Day after receipt by the Agent of quarterly financial statements
for the Borrower and the Consolidated Entities and the accompanying Officer's
Compliance Certificate setting forth the Total Leverage Ratio of the Borrower
and its Subsidiaries as of the most recent fiscal quarter end. In the event the
Borrower fails to deliver such financial statements and certificate within the
time required by Section 7.1 hereof, the Facility Fee Rate shall be the highest
Facility Fee Rate until five (5) Business Days after receipt by the Agent of
such financial statements and certificate. The Facility Fee shall be payable in
arrears on the first Business Day of each fiscal quarter of the Borrower during
the term of this Agreement commencing July 1, 1997, and on the Termination Date.
Such fee shall be distributed by the Agent to the Lenders pro rata in accordance
with the Lenders' respective Commitment Percentages.

         (b) Agent's and Other Fees. The Borrower agrees to pay to the Agent,
for its account, the fees set forth in the separate fee letter agreement
executed by the Borrower and the Agent dated March 21, 1997.

         SECTION 4.4 Manner of Payment. Each payment by the Borrower on account
of the principal of or interest on the Loans or of any fee, commission or other
amounts (including the Reimbursement Obligation) payable to the Lenders under
this Agreement or any Note shall be made not later than 1:00 p.m. (Charlotte
time) on the date specified for payment under this Agreement to the Agent at the
Agent's Office for the account of the Lenders (other than as set forth below)
pro rata in accordance with their respective Commitment Percentages, in Dollars,
in immediately available funds and shall be made without any set-off,
counterclaim or deduction whatsoever. Any payment received after such time but
before 2:00 p.m. (Charlotte time) on such day shall be deemed a payment on such
date for the purposes of Section 11.1, but for all other purposes shall be
deemed to have been made on the next succeeding Business Day. Any payment
received after 2:00 p.m. (Charlotte time) shall be deemed to have been made on
the next succeeding Business Day for all purposes. Promptly upon receipt by the
Agent of each such payment, the Agent shall distribute to each Lender at its
address for notices set forth herein its pro rata share of such payment in
accordance with such Lender's Commitment Percentage and shall wire advice of the
amount of such credit to each Lender. Each payment to the Agent of the Issuing
Lender's fees or L/C Participants' commissions shall be made in like manner, but
for the account of the Issuing Lender or the L/C Participants, as the case may
be. Each payment to the Agent of Agent's fees or expenses shall be made for the
account of the Agent and any amount payable to any Lender under Sections 4.8,
4.9, 4.10, 4.11 or 13.2 shall be paid to the Agent for the account of the
applicable Lender.



                                     - 38 -
<PAGE>   44
         SECTION 4.5 Crediting of Payments and Proceeds. In the event that the
Borrower shall fail to pay any of the Obligations when due and the Obligations
have been accelerated pursuant to Section 11.2, all payments received by the
Lenders upon the Notes and the other Obligations and all net proceeds from the
enforcement of the Obligations shall be applied first to all expenses then due
and payable by the Borrower hereunder, then to all indemnity obligations then
due and payable by the Borrower hereunder, then to all Agent's and Issuing
Lender's fees then due and payable, then to all commitment and other fees and
commissions then due and payable, then to accrued and unpaid interest on the
Swingline Note, then to the principal amount outstanding under the Swingline
Note, then to accrued and unpaid interest on the Revolving Credit Notes and any
termination payments due in respect of a Hedging Agreement with any Lender (pro
rata in accordance with all such amounts due), then to the principal amount
outstanding under the Revolving Credit Notes, then to accrued and unpaid
interest on the Competitive Bid Notes, then to the principal amount outstanding
under the Competitive Bid Notes and then to the cash collateral account
described in Section 11.2(b) hereof to the extent of any L/C Obligations then
outstanding, in that order.

         SECTION 4.6 Adjustments. If any Lender (a "Benefitted Lender") shall at
any time receive any payment of all or part of its Extensions of Credit, or
interest thereon, or if any Lender shall at any time receive any collateral in
respect to its Extensions of Credit (whether voluntarily or involuntarily, by
set-off 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 Extensions of Credit, or interest thereon, such Benefitted Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Extensions of Credit, 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, 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
Borrower agrees that each Lender so purchasing a portion of another Lender's
Extensions of Credit 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.

         SECTION 4.7 Nature of Obligations of Lenders Regarding Extensions of
Credit; Assumption by the Agent. The obligations of the Lenders under this
Agreement to make the Loans and issue or participate in Letters of Credit are
several and are not joint or joint and several. Unless the Agent shall have
received notice from a Lender prior to a


                                     - 39 -
<PAGE>   45
proposed borrowing date that such Lender will not make available to the Agent
such Lender's ratable portion of the amount to be borrowed on such date (which
notice shall not release such Lender of its obligations hereunder), the Agent
may assume that such Lender has made such portion available to the Agent on the
proposed borrowing date in accordance with Section 2.3(b) and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If such amount is made available to the Agent on a date
after such borrowing date, such Lender shall pay to the Agent on demand an
amount, until paid, equal to the product of (a) the amount of such Lender's
Commitment Percentage of such borrowing, times (b) the daily average Federal
Funds Rate during such period as determined by the Agent, times (c) 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 Commitment Percentage of such
borrowing shall have become immediately available to the Agent and the
denominator of which is 360. A certificate of the Agent with respect to any
amounts owing under this Section shall be conclusive, absent manifest error. If
such Lender's Commitment Percentage of such borrowing is not made available to
the Agent by such Lender within three (3) Business Days of such borrowing date,
the Agent shall be entitled to recover such amount made available by the Agent
with interest thereon at the rate per annum applicable to Base Rate Loans
hereunder, on demand, from the Borrower. The failure of any Lender to make its
Commitment Percentage of any Revolving Credit Loan available shall not relieve
it or any other Lender of its obligation, if any, hereunder to make its
Commitment Percentage of such Loan available on such borrowing date, but no
Lender shall be responsible for the failure of any other Lender to make its
Commitment Percentage of such Loan available on the borrowing date.

         SECTION 4.8 Changed Circumstances.

         (a) Circumstances Affecting LIBOR Rate Availability. If with respect to
any Interest Period the Agent or any Lender (after consultation with Agent)
shall determine that, by reason of circumstances affecting the foreign exchange
and interbank markets generally, deposits in eurodollars, in the applicable
amounts are not being quoted via Telerate Page 3750 or offered to the Agent or
such Lender for such Interest Period, then the Agent shall forthwith give notice
thereof to the Borrower. Thereafter, until the Agent notifies the Borrower that
such circumstances no longer exist, the obligation of the Lenders to make LIBOR
Loans and the right of the Borrower to convert any Loan to or continue any Loan
as a LIBOR Loan shall be suspended, and the Borrower shall repay in full (or
cause to be repaid in full) the then outstanding principal amount of each such
LIBOR Loans together with accrued interest thereon, on the last day of the then
current Interest Period applicable to such LIBOR Loan or convert the then
outstanding principal amount of each such LIBOR Loan to a Base Rate Loan as of
the last day of such Interest Period.


                                     - 40 -
<PAGE>   46
         (b) Laws Affecting LIBOR Rate Availability. If, after the date hereof,
the introduction of, or any change in, any Applicable Law or any change in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or any of their respective Lending
Offices) with any request or directive (whether or not having the force of law)
of any such Authority, central bank or comparable agency, shall make it unlawful
or impossible for any of the Lenders (or any of their respective Lending
Offices) to honor its obligations hereunder to make or maintain any LIBOR Loan,
such Lender shall promptly give notice thereof to the Agent and the Agent shall
promptly give notice to the Borrower and the other Lenders. Before giving any
notice to the Agent, such Lender shall designate a different Lending Office if
such designation will avoid the need for giving such notice and will not, in the
judgment of such Lender, be otherwise disadvantageous to such Lender.
Thereafter, until the Agent notifies the Borrower that such circumstances no
longer exist, (i) the obligations of the Lenders to make LIBOR Loans and the
right of the Borrower to convert any Loan or continue any Loan as a LIBOR Loan
shall be suspended and thereafter the Borrower may select only Base Rate Loans
hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain
a LIBOR Loan to the end of the then current Interest Period applicable thereto
as a LIBOR Loan, the applicable LIBOR Loan shall immediately be converted to a
Base Rate Loan for the remainder of such Interest Period, and (iii) thereafter,
such Lender shall make only Base Rate Loans and Absolute Rate Loans hereunder.

         (c) Increased Costs. If, after the date hereof, the introduction of, or
any change in, any Applicable Law, or in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any of the
Lenders (or any of their respective Lending Offices) with any request or
directive (whether or not having the force of law) of such Authority, central
bank or comparable agency:

                  (i) shall subject any of the Lenders (or any of their
         respective Lending Offices) to any tax, duty or other charge with
         respect to any Note, Letter of Credit or Application or shall change
         the basis of taxation of payments to any of the Lenders (or any of
         their respective Lending Offices) of the principal of or interest on
         any Note, Letter of Credit or Application or any other amounts due
         under this Agreement in respect thereof (except for changes in the rate
         of tax on the overall net income of any of the Lenders or any of their
         respective Lending Offices imposed by the jurisdiction in which such
         Lender is organized or is or should be qualified to do business or such
         Lending Office is located); or

                  (ii) shall impose, modify or deem applicable any reserve
         (including, without limitation, any imposed by the Board of


                                     - 41 -
<PAGE>   47
         Governors of the Federal Reserve System), special deposit, insurance or
         capital or similar requirement against assets of, deposits with or for
         the account of, or credit extended by any of the Lenders (or any of
         their respective Lending Offices) or shall impose on any of the Lenders
         (or any of their respective Lending Offices) or the foreign exchange
         and interbank markets any other condition affecting any Note;

and the result of any of the foregoing is to increase the costs to any of the
Lenders of maintaining any LIBOR Loan, as applicable, or issuing or
participating in Letters of Credit or to reduce the yield or amount of any sum
received or receivable by any of the Lenders under this Agreement or under the
Notes in respect of a LIBOR Loan or Letter of Credit or Application, then such
Lender shall promptly notify the Agent, and the Agent shall promptly notify the
Borrower of such fact and demand compensation therefor and, within fifteen (15)
days after such notice by the Agent, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or Lenders for such
increased cost or reduction. The Agent will promptly notify the Borrower of any
event of which it has knowledge which will entitle such Lender to compensation
pursuant to this Section 4.8(c); provided, that the Agent shall incur no
liability whatsoever to the Lenders or the Borrower in the event it fails to do
so. The amount of such compensation shall be determined, in the applicable
Lender's sole discretion, based upon the assumption that such Lender funded its
Commitment Percentage of the LIBOR Loans in the London interbank or domestic
certificate of deposit market, as applicable, and using any reasonable
attribution or averaging methods which such Lender deems appropriate and
practical. A certificate of such Lender setting forth the basis for determining
such amount or amounts necessary to compensate such Lender shall be forwarded to
the Borrower through the Agent and shall be conclusively presumed to be correct
save for manifest error.

         SECTION 4.9 Indemnity. The Borrower hereby indemnifies each of the
Lenders against any loss or expense which may arise or be attributable to each
Lender's obtaining, liquidating or employing deposits or other funds acquired to
effect, fund or maintain any Loan (a) as a consequence of any failure by the
Borrower to make any payment when due of any amount due hereunder in connection
with a LIBOR Loan, (b) due to any failure of the Borrower to borrow on a date
specified therefor in a Notice of Borrowing, Notice of Continuation/Conversion
or Competitive Bid Accept/Reject Letter or (c) due to any payment, prepayment or
conversion of any LIBOR Loan or Competitive Bid Loan on a date other than the
last day of the Interest Period therefor. The amount of such loss or expense
shall be determined, in the applicable Lender's sole discretion, based upon the
assumption that such Lender funded its Commitment Percentage of the LIBOR Loans
in the London interbank or domestic certificate of deposit market, as
applicable, and


                                     - 42 -
<PAGE>   48
using any reasonable attribution or averaging methods which such Lender deems
appropriate and practical. A certificate of such Lender setting forth the basis
for determining such amount or amounts necessary to compensate such Lender shall
be forwarded to the Borrower through the Agent and shall be conclusively
presumed to be correct save for manifest error.

         SECTION 4.10 Capital Requirements. If either (a) the introduction of,
or any change in, or in the interpretation of, any Applicable Law or (b)
compliance with any guideline or request from any central bank or comparable
agency or other Governmental Authority (whether or not having the force of law),
has or would have the effect of reducing the rate of return on the capital of,
or has affected or would affect the amount of capital required to be maintained
by, any Lender or any corporation controlling such Lender as a consequence of,
or with reference to the Commitments and other commitments of this type, below
the rate which the Lender or such other corporation could have achieved but for
such introduction, change or compliance, then within five (5) Business Days
after written demand by any such Lender, the Borrower shall pay to such Lender
from time to time as specified by such Lender additional amounts sufficient to
compensate such Lender or other corporation for such reduction. A certificate as
to such amounts submitted to the Borrower and the Agent by such Lender, shall,
in the absence of manifest error, be presumed to be correct and binding for all
purposes.

         SECTION 4.11 Taxes.

         (a) Payments Free and Clear. Any and all payments by the Borrower
hereunder or under the Notes or the Letters of Credit shall be made free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholding, and all liabilities with respect
thereto excluding, (i) in the case of each Lender and the Agent, income and
franchise taxes imposed by the jurisdiction under the laws of which such Lender
or the Agent (as the case may be) is organized or is or should be qualified to
do business or any political subdivision thereof and (ii) in the case of each
Lender, income and franchise taxes imposed by the jurisdiction of such Lender's
Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note or Letter of Credit to any Lender or the Agent, (A) the sum payable shall
be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
4.11) such Lender or the Agent (as the case may be) receives an amount equal to
the amount such party would have received had no such deductions been made, (B)
the Borrower shall make such deductions, (C)


                                     - 43 -
<PAGE>   49
the Borrower shall pay the full amount deducted to the relevant taxing authority
or other authority in accordance with applicable law, and (D) the Borrower shall
deliver to the Agent evidence of such payment to the relevant taxing authority
or other authority in the manner provided in Section 4.11(d).

         (b) Stamp and Other Taxes. In addition, the Borrower shall pay any
present or future stamp, registration, recordation or documentary taxes or any
other similar fees or charges or excise or property taxes, levies of the United
States or any state or political subdivision thereof or any applicable foreign
jurisdiction which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, the
Loans, the Letters of Credit, the other Loan Documents, or the perfection of any
rights or security interest in respect thereto (hereinafter referred to as
"Other Taxes").

         (c) Indemnity. The Borrower shall indemnify each Lender and the Agent
for the full amount of Taxes and Other Taxes (including, without limitation, any
Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this
Section 4.11) paid by such Lender or the Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted. Such indemnification shall be made within thirty (30) days
from the date such Lender or the Agent (as the case may be) makes written demand
therefor.

         (d) Evidence of Payment. Within thirty (30) days after the date of any
payment of Taxes or Other Taxes, the Borrower shall furnish to the Agent, at its
address referred to in Section 13.1, the original or a certified copy of a
receipt evidencing payment thereof or other evidence of payment satisfactory to
the Agent.

         (e) Delivery of Tax Forms. Each Lender organized under the laws of a
jurisdiction other than the United States or any state thereof shall deliver to
the Borrower, with a copy to the Agent, on the Closing Date or concurrently with
the delivery of the relevant Assignment and Acceptance, as applicable, (i) two
United States Internal Revenue Service Forms 4224 or Forms 1001, as applicable
(or successor forms) properly completed and certifying in each case that such
Lender is entitled to a complete exemption from withholding or deduction for or
on account of any United States federal income taxes, and (ii) an Internal
Revenue Service Form W-8 or W-9 or successor applicable form, as the case may
be, to establish an exemption from United States backup withholding taxes. Each
such Lender further agrees to deliver to the Borrower, with a copy to the Agent,
a Form 1001 or 4224 and Form W-8 or W-9, or successor applicable forms or manner
of certification, as the case may be, on or before the date that any such form
expires or becomes


                                     - 44 -
<PAGE>   50
obsolete or after the occurrence of any event requiring a change in the most
recent form previously delivered by it to the Borrower, certifying in the case
of a Form 1001 or 4224 that such Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal
income taxes (unless in any such case an event (including without limitation any
change in treaty, law or regulation) has occurred prior to the date on which any
such delivery would otherwise be required which renders such forms inapplicable
or the exemption to which such forms relate unavailable and such Lender notifies
the Borrower and the Agent that it is not entitled to receive payments without
deduction or withholding of United States federal income taxes) and, in the case
of a Form W-8 or W-9, establishing an exemption from United States backup
withholding tax.

         (f) Survival. Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in this Section 4.11 shall survive the payment in full of the
Obligations and the termination of the Commitments.

         SECTION 4.12 Replacement of Lenders. If deposits in eurodollars shall
not be available to any Lender, as determined in accordance with Section 4.8(a),
or it shall be unlawful or impossible for any Lender to make or maintain any
LIBOR Loan, as determined in accordance with Section 4.8(b), the Borrower shall
have the right, if no Default or Event of Default exists or will exist
immediately after giving effect to the respective replacement, to replace such
affected Lender (the "Replaced Lender"), upon ten (10) days' written notice to
the Agent, with one or more other Eligible Assignee or Assignees reasonably
acceptable to the Agent in accordance with Section 13.10 (collectively, the
"Replacement Lender"); provided, that no assignment shall be required if the
consummation of such assignment conflicts with any Applicable Law. Neither the
Agent nor any Lender shall be obligated to assist the Borrower in identifying
any Eligible Assignees that are willing to become a Replacement Lender. At the
time of any replacement pursuant to this Section 4.12, the Replacement Lender
shall enter into an Assignment and Acceptance (with all fees payable pursuant to
Section 13.10 to be paid by the Replacement Lender) pursuant to which the
Replacement Lender shall acquire all of the Commitment and outstanding
Extensions of Credit of the Replaced Lender and in connection therewith, shall
pay on the effective date of the corresponding Assignment and Acceptance to the
Replaced Lender an amount equal to the sum of (i) the principal of, and all
accrued interest on, all outstanding Loans of the Replaced Lender and (ii) all
accrued but unpaid fees owing to the Replaced Lender pursuant to Sections 3.3
and 4.3 and (iii) all other obligations of the Borrower owing to the Replaced
Lender. Upon the execution of such Assignment and Acceptance, the payment of
amounts referred to in clauses (i), (ii) and (iii) above and delivery to the
Replacement Lender of new Notes executed by the Borrower, the Replacement Lender
shall become a Lender hereunder and the Replaced


                                     - 45 -
<PAGE>   51
Lender shall cease to constitute a Lender hereunder, except with respect to the
indemnification provisions under this Agreement (including, without limitation,
Sections 4.9, 4.11(c), 8.7, 12.7, 13.2, and 13.14), which shall survive as to
such Replaced Lender and in the case of a replacement of a Replaced Lender with
an existing Lender, the Commitment Percentage of such Lender shall be
automatically adjusted at such time to give effect to such replacement.


                                    ARTICLE V

                  CLOSING; CONDITIONS OF CLOSING AND BORROWING

         SECTION 5.1 Closing. The closing shall take place at the offices of
Kennedy Covington Lobdell & Hickman, L.L.P. at 10:00 a.m. on April 22, 1997, or
on such other date as the parties hereto shall mutually agree.

         SECTION 5.2 Conditions to Closing and Initial Extensions of Credit. The
obligation of the Lenders to close this Agreement and to make the initial Loan
or issue the initial Letter of Credit is subject to the satisfaction of each of
the following conditions:

         (a) Executed Loan Documents. This Agreement, the Notes and each of the
Loan Documents shall have been duly authorized, executed and delivered to the
Agent by the parties thereto, shall be in full force and effect and no default
shall exist thereunder, and the Borrower shall have delivered original
counterparts thereof to the Agent.

         (b) Closing Certificates; etc.

                  (i) Officers's Certificate of the Borrower. The Agent shall
         have received a certificate from the chief executive officer, chief
         operating officer, chief financial officer, treasurer or controller of
         the Borrower, in form and substance satisfactory to the Agent, to the
         effect that all representations and warranties of the Borrower
         contained in this Agreement and the other Loan Documents are true,
         correct and complete; that the Borrower is not in violation of any of
         the covenants contained in this Agreement and the other Loan Documents;
         that, after giving effect to the transactions contemplated by this
         Agreement, no Default or Event of Default has occurred and is
         continuing; and that the Borrower has satisfied each of the closing
         conditions.

                  (ii) Certificate of Secretary of the Borrower. The Agent shall
         have received a certificate of the secretary or assistant secretary of
         the Borrower certifying that attached thereto is a true and complete
         copy of the articles of incorporation of the


                                     - 46 -
<PAGE>   52
         Borrower and all amendments thereto, certified as of a recent date by
         the appropriate Governmental Authority in its jurisdiction of
         incorporation; that attached thereto is a true and complete copy of the
         bylaws of the Borrower as in effect on the date of such certification;
         that attached thereto is a true and complete copy of resolutions duly
         adopted by the Board of Directors of the Borrower authorizing the
         borrowings contemplated hereunder and the execution, delivery and
         performance of this Agreement and the other Loan Documents to which it
         is a party; and as to the incumbency and genuineness of the signature
         of each officer of the Borrower executing Loan Documents to which it is
         a party.

                  (iii) Certificate of Secretary of the Guarantors. The Agent
         shall have received a certificate of the secretary or assistant
         secretary of each Guarantor certifying that attached thereto is a true
         and complete copy of the organizational documents of such Guarantor and
         all amendments thereto, certified as of a recent date by the
         appropriate Governmental Authority in its jurisdiction of formation;
         that attached thereto is a true and complete copy of resolutions duly
         adopted by the governing body of such Guarantor authorizing the
         execution, delivery and performance of the Loan Documents to which it
         is a party; and as to the incumbency and genuineness of the signature
         of each Person executing the Loan Documents on behalf of such
         Guarantor; provided, however, that, with respect to the Guarantors
         listed on Schedule 5.2(b), the Agent shall receive the foregoing
         certificates and related attachments not later than thirty (30) days
         following the Closing Date.

                  (iv) Certificates of Good Standing. The Agent shall have
         received long-form certificates as of a recent date of the good
         standing of the Borrower under the laws of its jurisdiction of
         organization and each other jurisdiction where the Borrower is
         qualified to do business.

                  (v) Opinion of Counsel. The Agent shall have received a
         favorable opinion of counsel to the Borrower addressed to the Agent and
         the Lenders with respect to the Borrower, the Guarantors, the Loan
         Documents and such other matters as the Lenders shall request.

                  (vi) Tax Forms. The Agent shall have received copies of the
         United States Internal Revenue Service forms required by Section
         4.11(e) hereof.

         (c) Consents; Defaults.

                  (i) Governmental and Third Party Approvals. All necessary
         approvals, authorizations and consents, if any be required, of any


                                     - 47 -
<PAGE>   53
         Person and of all Governmental Authorities and courts having
         jurisdiction with respect to the transactions contemplated by this
         Agreement and the other Loan Documents shall have been obtained.

                  (ii) No Injunction, Etc. No action, proceeding, investigation,
         regulation or legislation shall have been instituted, threatened or
         proposed before any Governmental Authority to enjoin, restrain, or
         prohibit, or to obtain substantial damages in respect of, or which is
         related to or arises out of this Agreement or the other Loan Documents
         or the consummation of the transactions contemplated hereby or
         thereby, or which, in the Agent's discretion, would make it inadvisable
         to consummate the transactions contemplated by this Agreement and such
         other Loan Documents.

                  (iii) No Event of Default. No Default or Event of Default
         shall have occurred and be continuing.

         (d) Financial Matters.

                  (i) Financial Statements. The Agent shall have received the
         most recent annual audited and quarterly unaudited Consolidated
         financial statements of the Borrower and the Consolidated Entities
         required by this Agreement.

                  (ii) Financial Condition Certificate. The Borrower shall have
         delivered to the Agent a certificate, in form and substance
         satisfactory to the Agent, and certified as accurate by the chief
         executive officer, chief operating officer, chief financial officer,
         treasurer or controller of the Borrower, that (A) the Borrower and each
         of the Consolidated Entities is Solvent and (B) attached thereto is an
         unaudited balance sheet of the Borrower and the Consolidated Entities
         for the quarter ending March 31, 1997 evidencing compliance by the
         Borrower and its Consolidated Entities with the covenants contained in
         Articles IX and X hereof.

                  (iii) Payment at Closing; Fee Letters. There shall have been
         paid by the Borrower to the Agent and the Lenders the fees set forth or
         referenced in Section 4.3 and any other accrued and unpaid fees or
         commissions due hereunder (including, without limitation, legal fees
         and expenses), and to any other Person such amount as may be due
         thereto in connection with the transactions contemplated hereby,
         including all taxes, fees and other charges in connection with the
         execution, delivery, recording, filing and registration of any of the
         Loan Documents. The Agent shall have received duly authorized and
         executed copies of the fee letter agreement referred to in Section
         4.3(b).

         (e) Miscellaneous.


                                     - 48 -
<PAGE>   54
            (i) Notice of Borrowing. The Agent shall have received a Notice of
      Borrowing from the Borrower in accordance with Section 2.3(a), and a
      written notice in the form attached hereto as Exhibit G (a "Notice of
      Account Designation") specifying the account or accounts to which the
      proceeds of any Loans made after the Closing Date are to be disbursed.

            (ii) Proceedings and Documents. All opinions, certificates and other
      instruments and all proceedings in connection with the transactions
      contemplated by this Agreement shall be satisfactory in form and substance
      to the Lenders. The Lenders shall have received copies of all other
      instruments and other evidence as the Lender may reasonably request, in
      form and substance satisfactory to the Lenders, with respect to the
      transactions contemplated by this Agreement and the taking of all actions
      in connection therewith.

            (iii) Due Diligence and Other Documents. The Borrower shall have
      delivered to the Agent such other documents, certificates and opinions as
      the Agent reasonably requests, including without limitation copies of each
      document evidencing or governing the Subordinated Debt, certified by a
      secretary or assistant secretary of the Borrower as a true and correct
      copy thereof.

      SECTION 5.3 Conditions to All Loans and Letters of Credit. The obligations
of the Lenders to make any Loan or issue any Letter of Credit is subject to the
satisfaction of the following conditions precedent on the relevant borrowing or
issue date, as applicable:

            (a) Continuation of Representations and Warranties. The
      representations and warranties contained in Article VI shall be true and
      correct in all material respects on and as of such borrowing or issuance
      date with the same effect as if made on and as of such date (except and to
      the extent that such representations and warranties relate to an earlier
      date, in which case such representations and warranties shall be true and
      correct as of such earlier date).

            (b) No Existing Default. No Default or Event of Default shall have
      occurred and be continuing hereunder (i) on the borrowing date with
      respect to such Loan or after giving effect to the Loans to be made on
      such date or (ii) on the issue date with respect to such Letter of Credit
      or after giving effect to such Letter of Credit on such date.

            (c)   Officer's Compliance Certificate; Additional Documents.
      The Agent shall have received the current Officer's Compliance


                                     - 49 -
<PAGE>   55
      Certificate and each additional document, instrument, legal opinion or
      other item of information reasonably requested by it.



                                   ARTICLE VI

               REPRESENTATIONS AND WARRANTIES OF THE BORROWER

      SECTION 6.1 Representations and Warranties. To induce the Agent to enter
into this Agreement and the Lenders to make the Loans or issue or participate in
the Letters of Credit, the Borrower hereby represents and warrants to the Agent
and Lenders that:

            (a) Organization; Power; Qualification. Each of the Borrower and the
      Consolidated Entities is duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation or
      formation, has the power and authority to own its properties and to carry
      on its business as now being and hereafter proposed to be conducted and is
      duly qualified and authorized to do business in each jurisdiction in which
      the character of its properties or the nature of its business requires
      such qualification and authorization. The jurisdictions in which the
      Borrower and the Consolidated Entities are organized and qualified to do
      business are described on Schedule 6.1(a).

            (b) Ownership. Each Consolidated Entity of the Borrower is listed on
      Schedule 6.1(b). The capitalization of the Borrower and the Consolidated
      Entities is described on Schedule 6.1(b). All outstanding shares of stock
      have been duly authorized and validly issued and are fully paid and
      nonassessable. The equity owners of the Consolidated Entities of the
      Borrower and the ownership interest of each is described on Schedule
      6.1(b). There are no outstanding stock purchase warrants, subscriptions,
      options, securities, instruments or other rights of any type or nature
      whatsoever, which are convertible into, exchangeable for or otherwise
      provide for or permit the issuance of capital stock of the Borrower or the
      Consolidated Entities, except as described on Schedule 6.1(b).

            (c) Authorization of Agreement, Loan Documents and Borrowing. Each
      of the Borrower and the Wholly-Owned Entities has the right, power and
      authority and has taken all necessary corporate and other action to
      authorize the execution, delivery and performance of this Agreement and
      each of the other Loan Documents to which it is a party in accordance with
      their respective terms. This Agreement and each of the other Loan
      Documents have been duly executed and delivered by the duly authorized
      officers of the


                                     - 50 -
<PAGE>   56
      Borrower and each of the Wholly-Owned Entities party thereto, and each
      such document constitutes the legal, valid and binding obligation of the
      Borrower or its Subsidiary party thereto, enforceable in accordance with
      its terms, except as such enforcement may be limited by bankruptcy,
      insolvency, reorganization, moratorium or similar state or federal debtor
      relief laws from time to time in effect which affect the enforcement of
      creditors' rights in general and the availability of equitable remedies.

            (d) Compliance of Agreement, Loan Documents and Borrowing with Laws,
      Etc. The execution, delivery and performance by the Borrower and the
      Wholly-Owned Entities of the Loan Documents to which each such Person is a
      party, in accordance with their respective terms, the borrowings hereunder
      and the transactions contemplated hereby do not and will not, by the
      passage of time, the giving of notice or otherwise, (i) require any
      Governmental Approval or violate any Applicable Law relating to the
      Borrower or any of the Wholly-Owned Entities, (ii) conflict with, result
      in a breach of or constitute a default under the articles of
      incorporation, bylaws or other organizational documents of the Borrower or
      any of the Wholly-Owned Entities or any indenture, agreement or other
      instrument to which such Person is a party or by which any of its
      properties may be bound or any Governmental Approval relating to such
      Person, which conflict, breach or default could not reasonably be expected
      to have a Material Adverse Effect, or (iii) result in or require the
      creation or imposition of any Lien upon or with respect to any property
      now owned or hereafter acquired by such Person other than Liens arising
      under the Loan Documents.

            (e) Compliance with Law; Governmental Approvals. Each of the
      Borrower and the Consolidated Entities (i) has all Governmental Approvals
      required by any Applicable Law for it to conduct its business, each of
      which is in full force and effect, is final and not subject to review on
      appeal and is not the subject of any pending or, to the best of its
      knowledge, threatened attack by direct or collateral proceeding, and (ii)
      is in compliance with each Governmental Approval applicable to it and in
      compliance with all other Applicable Laws relating to it or any of its
      respective properties, except for such violations which could not
      reasonably be expected to have a Material Adverse Effect.

            (f) Tax Returns and Payments. Each of the Borrower and the
      Consolidated Entities has duly filed or caused to be filed all federal,
      state, local and other tax returns required by Applicable Law to be filed,
      and has paid, or made adequate provision for the payment of, all federal,
      state, local and other taxes, assessments and governmental charges or
      levies upon it and its property,


                                     - 51 -
<PAGE>   57
      income, profits and assets which are due and payable except for any taxes
      which are not federal income taxes and the failure to pay which could not
      reasonably be expected to have a Material Adverse Effect. No Governmental
      Authority has asserted any Lien or other claim against the Borrower or the
      Consolidated Entities with respect to unpaid taxes which has not been
      discharged or resolved or as to which the Borrower or Consolidated Entity
      is contesting and for which appropriate reserves have been established.
      The charges, accruals and reserves on the books of the Borrower and any of
      the Consolidated Entities in respect of federal, state, local and other
      taxes for all Fiscal Years and portions thereof since the organization of
      the Borrower and any of the Consolidated Entities are in the judgment of
      the Borrower adequate, and the Borrower does not anticipate any additional
      taxes or assessments for any of such years in excess of amounts reserved
      therefor.

            (g) Intellectual Property Matters. Each of the Borrower and the
      Consolidated Entities owns or possesses rights to use all franchises,
      licenses, copyrights, copyright applications, patents, patent rights or
      licenses, patent applications, trademarks, trademark rights, trade names,
      trade name rights, copyrights and rights with respect to the foregoing
      which are required to conduct its business, except where the failure could
      not reasonably be expected to have a Material Adverse Effect. No event has
      occurred which permits, or after notice or lapse of time or both would
      permit, the revocation or termination of any such rights, and neither the
      Borrower nor any of the Consolidated Entities is liable to any Person for
      infringement under Applicable Law with respect to any such rights as a
      result of its business operations.


            (h)   Environmental Matters.  Except as disclosed in the
      environmental assessment reports and the executive summaries of
      environmental assessment reports listed on Schedule 6.1(h):

                  (i) The properties of the Borrower and the Consolidated
            Entities do not contain, and to their knowledge have not previously
            contained, any Hazardous Materials in amounts or concentrations
            which (A) constitute or constituted a violation of, or (B) could
            give rise to liability under, applicable Environmental Laws;

                  (ii) Such properties and all operations conducted in
            connection therewith have been in compliance, at the time of the
            action in question, with all applicable Environmental Laws, except
            where such non-compliance could not reasonably be expected to have a
            Material Adverse Effect, and to the knowledge of the Borrower there
            is no contamination at or


                                     - 52 -
<PAGE>   58
            under such properties or such operations which could interfere with
            the continued operation of such properties or reasonably be expected
            to impair the fair saleable value thereof;

                  (iii) Neither the Borrower nor any Consolidated Entity has
            received any notice of violation, alleged violation, non-compliance,
            liability or potential liability regarding environmental matters or
            compliance with Environmental Laws with regard to any of their
            properties or the operations conducted in connection therewith, nor
            does the Borrower or any Consolidated Entity have knowledge or
            reason to believe that any such notice will be received or is being
            threatened;

                  (iv) To the knowledge of the Borrower, Hazardous Materials
            have not been transported or disposed of from the properties of the
            Borrower and the Consolidated Entities in violation of, or in a
            manner or to a location which could give rise to liability under,
            Environmental Laws, except where such liability could not reasonably
            be expected to have a Material Adverse Effect, nor to the knowledge
            of the Borrower have any Hazardous Materials been generated,
            treated, stored or disposed of at, on or under any of such
            properties in violation of, or in a manner that could give rise to
            liability under, any applicable Environmental Laws, except where
            such liability could not reasonably be expected to have a Material
            Adverse Effect;

                  (v) No judicial proceedings or governmental or administrative
            action is pending, or, to the knowledge of the Borrower, threatened,
            under any Environmental Law to which the Borrower or any of the
            Consolidated Entities is or will be named as a party with respect to
            such properties or operations conducted in connection therewith, nor
            to the knowledge of the Borrower are there any consent decrees or
            other decrees, consent orders, administrative orders or other
            orders, or other administrative or judicial requirements outstanding
            under any Environmental Law with respect to such properties or such
            operations, which if adversely determined could reasonably be
            expected to have a Material Adverse Effect, individually or in the
            aggregate; and

                  (vi) To the knowledge of the Borrower, there has been no
            release or threat of release of Hazardous Materials at or from such
            properties, in violation of or in amounts or in a manner that could
            give rise to liability under Environmental Laws.


                                     - 53 -
<PAGE>   59
            (i)   ERISA.  Except to the extent the following would
      not reasonably be expected to have a Material Adverse Effect:

                  (i) Neither the Borrower nor any ERISA Affiliate maintains or
            contributes to, or has any obligation under, any Employee Benefit
            Plans other than those identified on Schedule 6.1(i);

                  (ii) The Borrower and each ERISA Affiliate is in material
            compliance with all applicable provisions of ERISA and the
            regulations and published interpretations thereunder with respect to
            all Employee Benefit Plans except for any required amendments for
            which the remedial amendment period as defined in Section 401(b) of
            the Code has not yet expired. Each Employee Benefit Plan maintained
            by Borrower or an ERISA Affiliate that is intended to be qualified
            under Section 401(a) of the Code has been determined by the Internal
            Revenue Service to be so qualified, and each trust related to such
            plan has been determined to be exempt under Section 501(a) of the
            Code. No liability has been incurred by the Borrower or any ERISA
            Affiliate which remains unsatisfied for any taxes or penalties with
            respect to any Employee Benefit Plan or any Multiemployer Plan;

                  (iii) No Pension Plan has any accumulated funding deficiency
            (as defined in Section 412 of the Code) been incurred (without
            regard to any waiver granted under Section 412 of the Code), nor has
            any funding waiver from the Internal Revenue Service been received
            or requested with respect to any Pension Plan, nor has the Borrower
            or any ERISA Affiliate failed to make any contributions or to pay
            any amounts due and owing as required by Section 412 of the Code,
            Section 302 of ERISA or the terms of any Pension Plan prior to the
            due dates of such contributions under Section 412 of the Code or
            Section 302 of ERISA, nor has there been any event requiring any
            disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with
            respect to any Pension Plan;

                  (iv) Neither the Borrower nor any ERISA Affiliate has: (A)
            engaged in a nonexempt prohibited transaction described in Section
            406 of the ERISA or Section 4975 of the Code, (B) incurred any
            liability to the PBGC which remains outstanding other than the
            payment of premiums and there are no premium payments which are due
            and unpaid, (C) failed to make a required contribution or payment to
            a Multiemployer Plan, or (D) failed to make a required installment
            or other required payment under Section 412 of the Code;


                                     - 54 -
<PAGE>   60
                  (v)   No Termination Event has occurred or is reasonably
            expected to occur; and

                  (vi) No proceeding, claim, lawsuit and/or investigation is
            existing or, to the best knowledge of the Borrower after due
            inquiry, threatened concerning or involving any (A) employee welfare
            benefit plan (as defined in Section 3(1) of ERISA) currently
            maintained or contributed to by the Borrower or any ERISA Affiliate,
            (B) Pension Plan or (C) Multiemployer Plan.

            (j) Margin Stock. Neither the Borrower nor any Consolidated Entity
      is engaged principally or as one of its activities in the business of
      extending credit for the purpose of "purchasing" or "carrying" any "margin
      stock" (as each such term is defined or used in Regulations G and U of the
      Board of Governors of the Federal Reserve System). No part of the proceeds
      of any of the Loans or Letters of Credit will be used for purchasing or
      carrying margin stock or for any purpose which violates, or which would be
      inconsistent with, the provisions of Regulation G, T, U or X of such Board
      of Governors.

            (k) Government Regulation. Neither the Borrower nor any Consolidated
      Entity is an "investment company" or a company "controlled" by an
      "investment company" (as each such term is defined or used in the
      Investment Company Act of 1940, as amended) and neither the Borrower nor
      any Subsidiary thereof is, or after giving effect to any Extension of
      Credit will be, subject to regulation under the Public Utility Holding
      Company Act of 1935 or the Interstate Commerce Act, each as amended, or
      any other Applicable Law which limits its ability to incur or consummate
      the transactions contemplated hereby.

            (l)   Loans Constitute Senior Debt.  The Loans constitute and
      will constitute "Senior Debt," as defined in the 1992 Indenture
      and the 1995 Indenture.

            (m) Employee Relations. Each of the Borrower and its Consolidated
      Entities has a stable work force in place and is not, except as set forth
      on Schedule 6.1(m), party to any collective bargaining agreement nor has
      any labor union been recognized as the representative of its employees.
      The Borrower knows of no pending, threatened or contemplated strikes, work
      stoppage or other collective labor disputes involving its employees or
      those of the Consolidated Entities.

            (n)   Burdensome Provisions.  Neither the Borrower nor any
      Consolidated Entity is a party to any indenture, agreement, lease
      or other instrument, or subject to any corporate or partnership


                                     - 55 -
<PAGE>   61
      restriction, Governmental Approval or Applicable Law which is so unusual
      or burdensome as in the foreseeable future could be reasonably expected to
      have a Material Adverse Effect. The Borrower and the Consolidated Entities
      do not presently anticipate that future expenditures needed to meet the
      provisions of any statutes, orders, rules or regulations of a Governmental
      Authority will be so burdensome as to have a Material Adverse Effect.

            (o) Financial Statements. The (i) Consolidated balance sheet of the
      Borrower and the Consolidated Entities as of June 30, 1996 and the related
      statements of income and stockholders equity and cash flows for the Fiscal
      Year then ended and (ii) unaudited Consolidated balance sheet of the
      Borrower and the Consolidated Entities as of December 31, 1996 and related
      unaudited interim statements of income and stockholders equity, copies of
      which have been furnished to the Agent and each Lender, are complete and
      correct and fairly present the assets, liabilities and financial position
      of the Borrower and the Consolidated Entities as at such dates, and the
      results of the operations and changes of financial position for the
      periods then ended. All such financial statements, including the related
      schedules and notes thereto, have been prepared in accordance with GAAP.
      The Borrower and the Consolidated Entities have no Debt, obligation or
      other unusual forward or long-term commitment which is not fairly
      reflected in the foregoing financial statements or in the notes thereto.

            (p) No Material Adverse Change. Since December 31, 1996, there has
      been no material adverse change in the properties, business, operations,
      prospects, or condition (financial or otherwise) of the Borrower and the
      Consolidated Entities and no event has occurred or condition arisen that
      could reasonably be expected to have a Material Adverse Effect.

            (q) Solvency. As of the Closing Date and after giving effect to each
      Extension of Credit made hereunder, the Borrower and each of the
      Consolidated Entities will be Solvent.

            (r) Titles to Properties. Each of the Borrower and the Consolidated
      Entities has such title to the real property owned by it as is necessary
      or desirable to the conduct of its business and valid and legal title to
      all of its personal property and assets, to the extent failure to have
      such title to such real property or personal property could reasonably be
      expected to have a Material Adverse Effect, including, but not limited to,
      those reflected on the balance sheets of the Borrower and the Consolidated
      Entities delivered pursuant to Section 6.1(o), except those which have
      been disposed of by the Borrower or the Consolidated Entities subsequent
      to such date which dispositions have been in the


                                     - 56 -
<PAGE>   62
      ordinary course of business or as otherwise expressly permitted
      hereunder.

            (s) Liens. None of the properties and assets of the Borrower or any
      of the Consolidated Entities is subject to any Lien, except Liens
      permitted pursuant to Section 10.3.

            (t) Debt and Contingent Obligations. Schedule 6.1(t) is a complete
      and correct listing of all Debt and Contingent Obligations of the Borrower
      and the Consolidated Entities in excess of $2,000,000. The Borrower and
      the Consolidated Entities have performed and are in compliance with all of
      the terms of such Debt and Contingent Obligations and all instruments and
      agreements relating thereto, and no default or event of default, or event
      or condition which with notice or lapse of time or both would constitute
      such a default or event of default on the part of the Borrower or the
      Consolidated Entities exists with respect to any such Debt or Contingent
      Obligation.

            (u) Litigation. Except as set forth on Schedule 6.1(u), there are no
      actions, suits or proceedings pending nor, to the knowledge of the
      Borrower, threatened against or in any other way relating adversely to or
      affecting the Borrower or any of the Consolidated Entities or any of their
      respective properties in any court or before any arbitrator of any kind or
      before or by any Governmental Authority, which if adversely determined
      would have a Material Adverse Effect.

            (v) Absence of Defaults. No event has occurred or is continuing
      which constitutes a Default or an Event of Default, and, except to the
      extent such event would not have a Material Adverse Effect, no event has
      occurred and is continuing which constitutes, or which with the passage of
      time or giving of notice or both would constitute, a default or event of
      default by the Borrower or any of the Consolidated Entities under any
      material contract or judgment, decree or order to which the Borrower or
      the Consolidated Entities is a party or by which the Borrower or the
      Consolidated Entities or any of their respective properties may be bound
      or which would require the Borrower or the Consolidated Entities to make
      any payment thereunder prior to the scheduled maturity date therefor.

            (w) Accuracy and Completeness of Information. All written
      information, reports and other papers and data produced by or on behalf of
      the Borrower or any of the Consolidated Entities and furnished to the
      Lenders were, at the time the same were so furnished, complete and correct
      in all respects to the extent necessary to give the recipient a true and
      accurate knowledge of the subject matter. No document furnished or written
      statement


                                     - 57 -
<PAGE>   63
      made to the Agent or the Lenders by the Borrower or any of the
      Consolidated Entities in connection with the negotiation, preparation or
      execution of this Agreement or any of the Loan Documents contains or will
      contain any untrue statement of a fact material to the creditworthiness of
      the Borrower or the Consolidated Entities or omits or will omit to state a
      fact necessary in order to make the statements contained therein not
      misleading. The Borrower is not aware of any facts which it has not
      disclosed in writing to the Agent having a Material Adverse Effect, or
      insofar as the Borrower can now foresee, could reasonably be expected to
      have a Material Adverse Effect.

            (x) Reimbursement from Third Party Payors. The accounts receivable
      of the Borrower and its Consolidated Entities have been and will continue
      to be recorded in accordance with GAAP to reflect currently known
      reimbursement policies of third party payors such as Medicare, Medicaid,
      Blue Cross/Blue Shield, private insurance companies, health maintenance
      organizations, preferred provider organizations, alternative delivery
      systems, managed care systems and other third party payors. The recorded
      accounts receivable set forth in financial statements of the Borrower and
      its Consolidated Entities relating to such third party payors, in the
      aggregate, do not and shall not exceed amounts the Borrower and its
      Consolidated Entities reasonably expect to receive under any capitation
      arrangement, fee schedule, discount formula, cost-based reimbursement or
      other adjustment or limitation to the usual charges of such Person, except
      for inaccuracies in such amounts as would not reasonably be expected to
      have a Material Adverse Effect.

            (y) Fraud and Abuse. Neither the Borrower nor any Consolidated
      Entity, nor to the knowledge of the Borrower or any of its Consolidated
      Entities, any of its stockholders, officers or directors have engaged on
      behalf of the Borrower or any Consolidated Entity in any of the following:
      (i) knowingly and willfully making or causing to be made a false statement
      or representation of a material fact in any applications for any benefit
      or payment under the Medicare or Medicaid program; (ii) knowingly and
      willfully making or causing to be made any false statement or
      representation of a material fact for use in determining rights to any
      benefit or payment under the Medicare or Medicaid program; (iii) knowingly
      and willfully soliciting or receiving any remuneration (including any
      kickback, bribe or rebate), directly or indirectly, overtly or covertly,
      in cash or in kind or offering to pay such remuneration (a) in return for
      referring an individual to a Person for the furnishing or arranging for
      the furnishing of any item or service for which payment may be made in
      whole or in part by Medicare or Medicaid, or (b) in return for purchasing,
      leasing or ordering or arranging


                                     - 58 -
<PAGE>   64
      for or recommending the purchasing, leasing or ordering of any good,
      facility, service, or item for which payment may be made in whole or in
      part by Medicare or Medicaid to the extent that any such actions described
      above would reasonably be expected to have a Material Adverse Effect. For
      purposes of this subsection, "knowingly" and the like shall mean knowledge
      of the senior officers of the Borrower or a Consolidated Entity. With
      respect to this Section, knowledge by any senior officer of the Borrower
      or a Consolidated Entity of any of the events described in this Section
      shall not be imputed to the Borrower or such Consolidated Entity unless
      such knowledge was obtained or learned by a senior officer in his or her
      official capacity as a senior officer of the Borrower or such Consolidated
      Entity. No activity of the Borrower or any Consolidated Entity shall be
      considered to be a breach of this Section, except in the case of a knowing
      and willful violation thereof, until the Borrower or such Consolidated
      Entity has received notification, written or oral, by a Governmental
      Authority of competent jurisdiction as to any such violation; provided
      that receipt of such notice, in and of itself, shall not be deemed to
      breach this representation.

      SECTION 6.2 Survival of Representations and Warranties, Etc. All
representations and warranties set forth in this Article VI and all
representations and warranties contained in any certificate, or any of the Loan
Documents (including but not limited to any such representation or warranty made
in or in connection with any amendment thereto) shall constitute representations
and warranties made under this Agreement. All representations and warranties
made under this Agreement shall be made or deemed to be made at and as of the
Closing Date, shall survive the Closing Date and shall not be waived by the
execution and delivery of this Agreement, any investigation made by or on behalf
of the Lenders or any borrowing hereunder.



                                   ARTICLE VII

                        FINANCIAL INFORMATION AND NOTICES

      Until all the Obligations have been finally and indefeasibly paid and
satisfied in full and the Commitments terminated, unless consent has been
obtained in the manner set forth in Section 13.11 hereof, the Borrower will
furnish or cause to be furnished to each of the Lenders at their respective
addresses as set forth on Schedule 1.1(b), or such other office as may be
designated by the Agent and Lenders from time to time:

      SECTION 7.1   Financial Statements.


                                     - 59 -
<PAGE>   65
      (a) Not later than 45 days after the end of the first three fiscal
quarters of each year, a balance sheet and a statement of income of the Borrower
and its Consolidated Entities on a consolidated basis for such quarter and for
the period beginning on the first day of the fiscal year and ending on the last
day of such quarter (in sufficient detail to indicate compliance by the Borrower
and its Consolidated Entities with the financial covenants set forth in Article
IX) and certified by the chief executive officer, chief operating officer, chief
financial officer, treasurer or controller of the Borrower, and such other
information and documentation as the Borrower regularly sends to its Board of
Directors for each quarter (which information and documentation shall include,
at a minimum, the information and documentation contained in the sample thereof
delivered by the Borrower to the Agent prior to the Closing Date); each
certificate provided pursuant to this clause (a) shall state that, except as
disclosed in such certificate (i) on the date of such certificate the
representations and warranties set forth in this Agreement and all the other
Loan Documents are true and correct in all material respects on and as of such
date with the same effect as though such representations and warranties had been
made on such date (except as to any representation which by its terms relates to
a different specific date) except to the extent any inaccuracy would not have a
Material Adverse Effect, and (ii) no Default or Event of Default has occurred
and is continuing as of such date or, if such certificate discloses that a
Default or Event of Default has occurred and is continuing as of such date, such
certificate shall describe such Default or Event of Default in reasonable detail
and state what action, if any, the Borrower is taking or proposes to take with
respect thereto;

      (b) Not later than 100 days after the end of each fiscal year, financial
statements (including a balance sheet, a statement of income, a statement of
changes in stockholders' equity and a statement of cash flows) of the Borrower
and its Consolidated Entities on a consolidated basis for such fiscal year (in
sufficient detail to indicate compliance by the Borrower and its Consolidated
Entities with the financial covenants set forth in Article IX), together with
statements in comparative form for the preceding fiscal year, and accompanied by
an opinion of certified public accountants reasonably acceptable to the Required
Lenders, which opinion shall state in effect that such financial statements (i)
were audited using generally accepted auditing standards, (ii) were prepared in
accordance with GAAP applied on a consistent basis and (iii) present fairly the
financial condition and results of operations of the Borrower and its
Consolidated Entities for the periods covered;

      (c) Not later than forty-five (45) days after the end of each fiscal
quarter, a certificate duly signed by the chief executive officer, chief
operating officer, chief financial officer, treasurer or controller of the
Borrower setting forth the Total Leverage Ratio for


                                     - 60 -
<PAGE>   66
the period of four consecutive fiscal quarters ending with such quarter-end and
setting forth the computations employed in calculating the ratio ("Margin
Certificate");

      (d) At each time financial statements are delivered pursuant to Sections
7.1(a) or (b), a compliance certificate duly executed by the President,
Treasurer, chief financial officer or Controller of the Borrower substantially
in the form of Exhibit E attached hereto ("Officer's Compliance Certificate");

      (e) Promptly upon written request by the Agent, copies of all reports,
management letters and other documents submitted to the Borrower by independent
accountants in connection with any annual or interim audit of the books of the
Borrower or Consolidated Entity made by such accountants;

      (f) Promptly after the distribution thereof to the stockholders of the
Borrower or the filing thereof with the Securities and Exchange Commission, as
the case may be, copies of all statements, reports, notices and filings
distributed by the Borrower to its stockholders or filed with the Securities and
Exchange Commission (including reports on SEC Forms 10-K, 10-Q and 8-K);

      (g) Promptly after the Borrower knows or has reason to know of the
occurrence of any "reportable event" under Section 4043 of ERISA applicable to
the Borrower or other ERISA Affiliate, a certificate of the chief executive
officer, chief operating officer, chief financial officer, treasurer or
controller of the Borrower setting forth the details as to such "reportable
event" and the action that the Borrower or other ERISA Affiliate has taken or
will take with respect thereto, and promptly after the filing or receiving
thereof, copies of all reports and notices respecting such reportable event that
the Borrower or other ERISA Affiliate files under ERISA with the Internal
Revenue Service, the Pension Benefit Guaranty Corporation or the United States
Department of Labor; and

      (h) As soon as practicable, such other information regarding any Facility
or the business affairs, financial condition or operations of the Borrower or
its Consolidated Entities as the Agent or the Required Lenders shall reasonably
request from time to time or at any time.

      SECTION 7.2 Notice of Litigation and Other Matters. Prompt (but in no
event later than ten (10) days after an officer of the Borrower obtains
knowledge thereof) written notice of:

            (a) the commencement of all proceedings and investigations by or
      before any Governmental Authority and all actions and proceedings in any
      court or before any arbitrator against or involving the Borrower or any
      Consolidated Entity or any of their


                                     - 61 -
<PAGE>   67
      respective properties, assets or businesses which, if adversely
      determined, would have a Material Adverse Effect;

            (b) any notice of any violation received by the Borrower or any
      Consolidated Entity from any Governmental Authority including, without
      limitation, any notice of violation of Environmental Laws which in any
      such case could reasonably be expected to have a Material Adverse Effect;

            (c) any labor controversy that has resulted in, or threatens to
      result in, a strike or other work action against the Borrower or any
      Consolidated Entity thereof which would have a Material Adverse Effect;

            (d) any attachment, lien, levy or order exceeding $500,000 that may
      be assessed against or threatened against the Borrower or any Consolidated
      Entity;

            (e) any Default or Event of Default, or any event which constitutes
      or which with the passage of time or giving of notice or both would
      constitute a default under any material contract to which the Borrower or
      any Consolidated Entity is a party or by which the Borrower or any
      Consolidated Entity or any of their respective properties may be bound if
      such default could be expected to have a Material Adverse Effect;

            (f) (i) any unfavorable determination letter from the Internal
      Revenue Service regarding the qualification of an Employee Benefit Plan
      under Section 401(a) of the Code (along with a copy thereof), (ii) all
      notices received by the Borrower or any ERISA Affiliate of the PBGC's
      intent to terminate any Pension Plan or to have a trustee appointed to
      administer any Pension Plan, (iii) all notices received by the Borrower or
      any ERISA Affiliate from a Multiemployer Plan sponsor concerning the
      imposition or amount of withdrawal liability pursuant to Section 4202 of
      ERISA and (iv) the Borrower obtaining knowledge or reason to know that the
      Borrower or any ERISA Affiliate has filed or intends to file a notice of
      intent to terminate any Pension Plan under a distress termination within
      the meaning of Section 4041(c) of ERISA;

            (g) the commencement of any investigation, action, suit or
      proceeding before any Governmental Authority involving the condemnation or
      taking under the power of eminent domain of any of its property or the
      property of any Consolidated Entity to the extent such condemnation or
      taking would have a Material Adverse Effect; and

            (h)   any event which makes any of the representations set
      forth in Section 6.1 inaccurate in any respect, to the extent such


                                     - 62 -
<PAGE>   68
      inaccuracy could reasonably be expected to have a Material Adverse
      Effect.

      SECTION 7.3 Loss of Accreditation, Etc. Within 20 days of the receipt by
the Borrower or any Consolidated Entity, copies of (A) all notices of loss of
Joint Commission on Accreditation of Healthcare Organizations accreditation,
loss of participation under any material governmental reimbursement program or
loss of applicable material health care licenses at any Facility owned or leased
by the Borrower or any Consolidated Entity; and (B) all other material
deficiency notices, compliance orders or adverse reports issued by any
Governmental Authority or accreditation commission having jurisdiction over
licensing, accreditation or operation of a Facility or by any Governmental
Authority, which, if not promptly complied with or cured, could result in the
suspension or forfeiture of any license, certification, or accreditation
necessary for the Facility to carry on its business as then conducted or the
termination of any material governmental reimbursement program available to the
Facility;

      SECTION 7.4 Accuracy of Information. All written information, reports,
statements and other papers and data furnished by or on behalf of the Borrower
to the Agent or any Lender (other than financial fore casts) whether pursuant to
this Article VII or any other provision of this Agreement, or any of the
Security Documents, shall be, at the time the same is so furnished, complete and
correct in all material respects to the extent necessary to give the Agent or
any Lender complete, true and accurate knowledge of the subject matter based on
the Borrower's knowledge thereof.



                                  ARTICLE VIII

                              AFFIRMATIVE COVENANTS

      Until all of the Obligations have been finally and indefeasibly paid and
satisfied in full and the Commitments terminated, unless consent has been
obtained in the manner provided for in Section 13.11, the Borrower will, and
will cause each of its Consolidated Entities which is a Guarantor to:

      SECTION 8.1   Preservation of Existence and Related Matters. Except as
permitted by Section 10.5, preserve and maintain its separate legal existence
and all rights, franchises, licenses and privileges necessary to the conduct of
its business, and qualify and remain qualified as a foreign corporation and
authorized to do business in each jurisdiction in which the failure to so
qualify would have a Material Adverse Effect.


                                     - 63 -
<PAGE>   69
      SECTION 8.2 Maintenance of Property. Protect and preserve all properties
useful in and material to its business, including copyrights, patents, trade
names and trademarks; maintain in good working order and condition all
buildings, equipment and other tangible real and personal property, ordinary
wear and tear excepted; and from time to time make or cause to be made all
renewals, replacements and additions to such property necessary for the conduct
of its business, so that the business carried on in connection therewith may be
properly and advantageously conducted at all times.

      SECTION 8.3 Insurance. Maintain insurance with financially sound and
reputable insurance companies against such risks and in such amounts as are
customarily maintained by similar businesses and as may be required by
Applicable Law, and on the Closing Date and from time to time thereafter deliver
to the Agent upon its request a detailed list of the insurance then in effect,
stating the names of the insurance companies, the amounts of the insurance, the
dates of the expiration thereof and the properties and risks covered thereby.

      SECTION 8.4 Accounting Methods and Financial Records. Maintain a system of
accounting, and keep such books, records and accounts (which shall be true and
complete in all material respects) as may be required or as may be necessary to
permit the preparation of financial statements in accordance with GAAP and in
compliance with the regulations of any Governmental Authority having
jurisdiction over it or any of its properties.

      SECTION 8.5 Payment and Performance of Obligations. Pay and perform all
Obligations under this Agreement and the other Loan Documents, and pay or
perform (a) all taxes, assessments and other governmental charges that may be
levied or assessed upon it or any of its property, and (b) all other
indebtedness, obligations and liabilities in accordance with customary trade
practices; which if not paid would have a Material Adverse Effect; provided,
that the Borrower or such Consolidated Entity may contest any item described in
this Section 8.5 in good faith so long as adequate reserves are maintained with
respect thereto in accordance with GAAP.

      SECTION 8.6 Compliance With Laws and Approvals. To the extent failure to
do so would have a Material Adverse Effect, observe and remain in compliance
with all Applicable Laws and maintain in full force and effect all Governmental
Approvals, in each case applicable to the conduct of its business; keep in full
force and effect all licenses, certifications or accreditations necessary for
any Facility to carry on its business; and not permit the termination of any
insurance or reimbursement program available to any Facility.

      SECTION 8.7 Environmental Laws.  In addition to and without limiting the
generality of Section 8.6, and to the extent failure to do


                                     - 64 -
<PAGE>   70
so would have a Material Adverse Effect, (a) comply with, and ensure such
compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws and obtain and comply with and maintain, and ensure that all
tenants and subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws, (b) conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws, and promptly comply with all lawful orders
and directives of any Governmental Authority regarding Environmental Laws, and
(c) defend, indemnify and hold harmless the Agent and the Lenders, and their
respective parents, Subsidiaries, Affiliates, employees, agents, officers and
directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under any Environmental Laws
applicable to the operations of the Borrower or such Consolidated Entity, or any
orders, requirements or demands of Governmental Authorities related thereto,
including, without limitation, reasonable attorney's and consultant's fees,
investigation and laboratory fees, response costs, court costs and litigation
expenses, except to the extent that any of the foregoing directly result from
the gross negligence or willful misconduct of the party seeking indemnification
therefor.

      SECTION 8.8 Compliance with ERISA. In addition to and without limiting the
generality of Section 8.6, (a) comply with all applicable provisions of ERISA
and the regulations and published interpretations thereunder with respect to all
Employee Benefit Plans, (b) not take any action or fail to take action the
result of which could be a liability to the PBGC or to a Multiemployer Plan, (c)
not participate in any prohibited transaction that could result in any civil
penalty under ERISA or tax under the Code, (d) operate each Employee Benefit
Plan in such a manner that will not incur any tax liability under Section 4980B
of the Code or any liability to any qualified beneficiary as defined in Section
4980B of the Code and (e) furnish to the Agent upon the Agent's request such
additional information about any Employee Benefit Plan as may be reasonably
requested by the Agent.

      SECTION 8.9 Compliance With Agreements. Comply in all respects with each
term, condition and provision of all leases, agreements and other instruments
entered into in the conduct of its business to the extent failure to so comply
would have a Material Adverse Effect; provided, that the Borrower or any
Consolidated Entity may contest any such lease, agreement or other instrument in
good faith through applicable proceedings so long as adequate reserves are
maintained in accordance with GAAP.


                                     - 65 -
<PAGE>   71
      SECTION 8.10 Visits and Inspections. Provided that the Agent and the
Lenders use reasonable efforts to minimize disruption to the business of the
Borrower and the Consolidated Entities, permit representatives of the Agent or
any Lender, from time to time, to visit and inspect its properties; inspect,
audit and make extracts from its books, records and files, including, but not
limited to, management letters prepared by independent accountants; and discuss
with its principal officers, and its independent accountants, its business,
assets, liabilities, financial condition, results of operations and business
prospects.

      SECTION 8.11 Wholly-Owned Entities. Concurrently with the creation or
acquisition of any Wholly-Owned Entity (a) cause it to execute and deliver to
the Agent a supplement to the Guaranty Agreement delivered on the Closing Date
substantially in the form of Exhibit A to such Guaranty Agreement and (b) cause
to be delivered to the Agent such other documents as the Agent or Required
Lenders shall reasonably request in connection therewith, including without
limitation, officers' certificates, financial statements, opinions of counsel,
resolutions, charter documents, certificates of existence and authority to do
business and any other closing certificates and documents described in Section
5.2.

      SECTION 8.12 Further Assurances. Make, execute and deliver all such
additional and further acts, things, deeds and instruments as the Agent or any
Lender may reasonably require to document and consummate the transactions
contemplated hereby and to vest completely in and insure the Agent and the
Lenders their respective rights under this Agreement, the Notes, the Letters of
Credit and the other Loan Documents.



                                   ARTICLE IX

                               FINANCIAL COVENANTS

      Until all of the Obligations have been finally and indefeasibly paid and
satisfied in full and the Commitments terminated, unless consent has been
obtained in the manner set forth in Section 13.11 hereof, the Borrower and its
Consolidated Entities on a Consolidated basis will not:

      SECTION 9.1 Total Leverage Ratio. As of any fiscal quarter end, permit the
ratio of (i) Total Debt as of such date to (ii) EBITDA for the period of four
(4) consecutive fiscal quarters ending on such date (the "Total Leverage
Ratio"), to exceed 3.25 to 1.00.


                                     - 66 -
<PAGE>   72
      SECTION 9.2 Senior Leverage Ratio. As of any fiscal quarter end, permit
the ratio of (i) Senior Debt as of such date to (ii) EBITDA, for the period of
four (4) consecutive fiscal quarters ending on such date, to exceed 2.50 to
1.00.

      SECTION 9.3 Fixed Charge Coverage Ratio. As of any fiscal quarter end,
permit the ratio of (i) Net Income Available for Debt Service for the period of
four (4) consecutive fiscal quarters ending on such date to (ii) the sum of (x)
for such four-quarter period (A) Operating Lease Payments, (B) Interest Expense
and (C) minority interests plus (y) as of such quarter end, current maturities
of long-term Debt to be less than 1.50 to 1.00.

      SECTION 9.4 Debt to Capital Ratio. As of any fiscal quarter end, permit
the ratio of Total Debt to Total Capitalization to exceed (a) 0.60 to 1.00.

      SECTION 9.5 Consolidated Net Worth. As of any fiscal quarter end, permit
Consolidated Net Worth to be less than the sum of (a) $450,000,000 plus (b) 80%
of cumulative Consolidated Net Income (if positive) after the Closing Date plus
(c) 90% of the proceeds from any equity offerings (net of offering and
professional fees and expenses) and any other capital contributions since the
Closing Date.



                                    ARTICLE X

                               NEGATIVE COVENANTS

      Until all of the Obligations have been finally and indefeasibly paid and
satisfied in full and the Commitments terminated, unless consent has been
obtained in the manner set forth in Section 13.11 hereof, the Borrower will not
and will not permit any of its Consolidated Entities to:

      SECTION 10.1  Limitations on Debt.  Create, incur, assume or suffer to
exist any Debt except:

            (a)   the Obligations;

            (b)   Subordinated Debt;

            (c)   Debt existing on the Closing Date and not otherwise permitted
      under this Section 10.1, as set forth on Schedule 6.1(t) and the renewal
      and refinancing (but not the increase) thereof;


                                     - 67 -
<PAGE>   73
            (d) Debt arising under the endorsement of negotiable instruments in
      the ordinary course of business for collection;

            (e) Debt permitted under Section 10.4(c);

            (f) other Debt and Contingent Obligations not to exceed an aggregate
      of $75,000,000 (on a consolidated basis for the Borrower and its
      Consolidated Entities) at any time outstanding; and

            (g) Debt arising out of the recourse sale of certain of the accounts
      receivable of the Borrower and its Consolidated Entities to the extent
      otherwise permitted under this Agreement;

      provided, that none of the Debt permitted to be incurred by this Section
      shall restrict, limit or otherwise encumber (by covenant or otherwise) the
      ability of any Consolidated Entity of the Borrower to make any payment to
      the Borrower or any other Consolidated Entity (in the form of dividends,
      intercompany advances or otherwise) for the purpose of enabling the
      Borrower to pay the Obligations.

      SECTION 10.2 Limitations on Contingent Obligations. Create, incur, assume
or suffer to exist any Contingent Obligations except as permitted under Section
10.1 above.

      SECTION 10.3 Limitations on Liens. Create, incur, assume or suffer to
exist, any Lien on or with respect to any of its assets or properties (including
without limitation shares of capital stock or other ownership interests), real
or personal, whether now owned or hereafter acquired, except:

            (a) Liens for taxes, assessments and other governmental charges
      (excluding any Lien imposed pursuant to any of the provisions of ERISA or
      Environmental Laws) that are not delinquent or that are being contested in
      good faith by appropriate proceedings duly pursued, and adequate reserves
      for which have been established and are being maintained;

            (b) mechanics', materialmen's, contractor's, landlord's or other
      similar Liens arising in the ordinary course of business, securing
      obligations that are not delinquent or that are being contested in good
      faith by appropriate proceedings duly pursued, and adequate reserves for
      which have been established and are being maintained;

            (c) Liens constituting restrictions, exceptions, reservations,
      easements, conditions, space leases of a portion of a property limitations
      and other matters of record that do not


                                     - 68 -
<PAGE>   74
      materially adversely affect the value or utility of the property
      or the use to which the property is being put;

            (d) Liens (including Liens arising under leases, whether operating
      leases or Capital Leases) on equipment used in a Facility (a) that secure
      Debt that already existed when such equipment was purchased or acquired,
      or (b) that were created to secure loans, the proceeds of which were used
      in their entirety to pay the purchase price of such equipment or were
      created to acquire the right to use such equipment under leases, provided
      that such Liens attach only to the equipment so purchased or the use of
      which so acquired;

            (e) Liens consisting of deposits or pledges made in the ordinary
      course of business in connection with, or to secure payment of,
      obligations under workers' compensation, unemployment insurance or similar
      legislation or obligations under customer service contracts;

            (f) Liens in favor of landlords, the amount secured by which would
      not, in the aggregate, materially adversely affect the Borrower;

            (g) Liens not otherwise permitted by this Section 10.3 and in
      existence on the Closing Date and described on Schedule 10.3;

            (h)   Liens on the property of a Consolidated Entity securing
      loans or advances made by the Borrower to such Consolidated
      Entity;

            (i) Liens securing Debt permitted under Section 10.1 in an aggregate
      amount not to exceed $25,000,000; provided however, that none of the Liens
      permitted hereunder may secure any Hedging Agreement; and

            (j) Liens and other matters approved in writing by the Agent and
      Required Lenders.

      SECTION 10.4 Limitations on Loans, Advances, Investments and Acquisitions.
Purchase, own, invest in or otherwise acquire (including through swaps and
exchanges), directly or indirectly, any capital stock, interests in any
partnership or joint venture (including without limitation the creation or
capitalization of any Subsidiary), evidence of Debt or other obligation or
security, substantially all or a portion of the business or assets of any other
Person or any other investment or interest whatsoever in any other Person, or
make or permit to exist, directly or indirectly, any loans, advances or
extensions of credit to, or any investment in cash or by delivery of property
in, any Person, or


                                     - 69 -
<PAGE>   75
enter into, directly or indirectly, any commitment or option in respect
of the foregoing except:

            (a) Subject to Section 10.4(g), below, Investments in Consolidated
      Entities existing on the Closing Date and the other existing Investments
      described on Schedule 10.4;

            (b) Permitted Investments;

            (c) Loans or advances by:

                   (i) the Borrower to (A) a Wholly-Owned Entity or (B) subject
            to the limitations of Section 10.4(g)(iii), any Consolidated Entity
            that is not a Wholly-Owned Entity;

                   (ii) any Wholly-Owned Entity to (A) the Borrower, (B) any
            other Wholly-Owned Entity or (C) subject to the limitations of
            Section 10.4(g)(iii), any Consolidated Entity that is not a
            Wholly-Owned Entity; and

                   (iii) any Consolidated Entity to (A) the Borrower, (B) any
            Wholly-Owned Entity or (C) subject to the limitations of Section
            10.4(g)(iii), any other Consolidated Entity that is not a
            Wholly-Owned Entity.

            (d) Loans and advances to employees for reasonable travel and
      business expenses incurred in the ordinary course of business;

            (e) Accounts receivable created, and prepaid expenses incurred, in
      the ordinary course of business;

            (f) Loans, advances or other extensions of credit to tenants with
      whom the Borrower or a Subsidiary has a business relationship in an
      aggregate amount not to exceed $5,000,000 at any time outstanding;

            (g) The acquisition (including any swap or exchange), directly or
      through an Investment in a Joint Venture which makes such acquisition, of
      one or more Facilities and other assets not otherwise permitted by this
      Section 10.4 (whether by the acquisition of capital stock, assets or any
      combination thereof), subject to the following conditions:

                  (i) if the aggregate consideration (including cash payments,
            deferred purchase price, earn-outs and assumed Debt) in connection
            with the acquisition of any Facility or other asset or the aggregate
            amount invested in a Joint Venture (including the Investment of both
            the Borrower and its Consolidated Entities) exceeds:


                                     - 70 -
<PAGE>   76
                        (1) $50,000,000, the following items shall have been
                  delivered to the Agent not later than five (5) Business Days
                  prior to funding such Investment:

                              (A) A description of the Facility or other asset
                        to be acquired or of the Joint Venture in which the
                        Investment is to be made;

                              (B) Historical financial statements of the
                        Facility or other asset to be acquired for the most
                        recent two fiscal years available and for the latest
                        available interim period since the most recent fiscal
                        year-end; and

                              (C) Written confirmation, supported by detailed
                        calculations, demonstrating to the Agent pro forma
                        compliance with each covenant contained in Article IX
                        hereof as of the most recent fiscal quarter end for
                        which financial statements are available and after
                        giving effect to such Investment or acquisition;

                        (2) Fifteen percent (15%) of Total Consolidated Assets
                  as of the end of the immediately preceding fiscal year, the
                  prior written consent of the Required Lenders shall be
                  required as a condition to such Investment;

                  (ii) no Default or Event of Default shall have occurred and be
            continuing both before and after giving effect to the Investment;

                  (iii) not more than thirty percent (30%) of Total Consolidated
            Assets (determined at the time of any Investment and after giving
            effect to such Investment and thereafter quarterly on the basis of
            each Officer's Compliance Certificate) shall be invested in Joint
            Ventures at any time (including Investments in Joint Ventures
            existing on the Closing Date); and

                  (iv) each Joint Venture shall be either a Controlled
            Partnership or a Controlled Company.

            (h) Subject to the limitations of Section 10.4(g), the swap or
      exchange of any Facility for a comparable facility or facilities, provided
      the following conditions are met:

                  (i)   The swap or exchange must be on commercially
            reasonable terms for like value, as determined by resolution


                                     - 71 -
<PAGE>   77
            of the Borrower's board of directors, taking into account, among
            other things, historical cash flows and other relevant financial and
            other factors.

                  (ii) No Default or Event of Default shall exist immediately
            prior to or immediately after the consummation of the swap or
            exchange.

                  (iii) The net cash proceeds, if any, received by the Borrower
            and the Consolidated Entities as a result of the swap or exchange
            shall be promptly applied to reduce the Obligations.

                  (iv) The swap or exchange must not expose the Borrower or any
            of its Consolidated Entities to any material liability (other than
            liabilities for Debt expressly assumed as a part of the transaction,
            to the extent such Debt is permitted under this Agreement),
            including liabilities with respect to litigation, Hazardous
            Materials and adverse tax consequences. The Borrower and the
            Consolidated Entities must receive in connection with the swap or
            exchange appropriate representations and warranties with respect to
            such liabilities, as well as appropriate evidence of good title, and
            must exercise due diligence with respect to all such matters.

            (i) other Investments, in an aggregate amount not to exceed
      $50,000,000 at any time; provided that such Investments shall be within
      the Line of Business of the Borrower and its Consolidated Entities and
      provided further that neither the Borrower nor any of its Consolidated
      Entities shall own (individually or in the aggregate) fifty-one percent
      (51%) or more of the Person in which the Investment is made.

      SECTION 10.5 Limitations on Mergers and Liquidation. Merge, consolidate or
enter into any similar combination with any other Person or liquidate, wind-up
or dissolve itself (or suffer any liquidation or dissolution); provided that so
long as immediately before and after giving effect to such merger,
consolidation, other combination, liquidation or wind-up no Default or Event of
Default exists, (a) any Consolidated Entity, whether now existing or hereafter
created or acquired, may merge or consolidate with or into, or sell, lease,
transfer or otherwise dispose of all or any portion of its business or assets
to, the Borrower, so long as the entity which survives or results from any such
merger or consolidation is the Borrower, (b) any Wholly-Owned Entity, whether
now existing or hereafter created or acquired may merge or consolidate with or
into, or sell, lease, transfer or otherwise dispose of all or any portion of its
business to, any other Wholly-Owned Entity, and (c) any Wholly-Owned Entity may
sell, lease, transfer or


                                     - 72 -
<PAGE>   78
otherwise dispose of all or any portion of its business or assets to or merge or
consolidate with or into any Person which is not a Wholly-Owned Entity, provided
any such sale, lease, transfer, other disposition, merger or consolidation shall
be treated as an Investment in a Joint Venture and shall be subject to the
limitations of Section 10.4.

      SECTION 10.6 Limitations on Sale of Assets. Convey, sell, lease, assign,
transfer, swap, exchange or otherwise dispose of any of its property, business
or assets (including, without limitation, the sale of any receivables and
leasehold interests and any sale-leaseback or similar transaction), whether now
owned or hereafter acquired except:

            (a) the sale of inventory in the ordinary course of business;

            (b) the sale of obsolete assets no longer used or usable in the
      business of the Borrower or any of its Consolidated Entities;

            (c) the transfer of assets to the Borrower or any Consolidated
      Entity pursuant to Section 10.5;

            (d) the sale by the Borrower or any Consolidated Entity, on a term
      or revolving basis, of all or any part of its private pay receivables
      representing balances due from patients, including balances for
      deductibles, co-insurance or co-payments provided that the net cash
      proceeds of any disposition of such assets are immediately applied to
      reduce the Obligations;

            (e) the transfer of assets from a Consolidated Entity of the
      Borrower to the Borrower or another Consolidated Entity ; provided that,
      immediately after giving effect to such transfer, no Default or Event of
      Default would exist; and

            (f) any disposition of assets, including a disposition by means of a
      swap or exchange, not otherwise permitted hereunder provided (i) the gross
      proceeds from any single disposition shall not exceed $25,000,000 and (ii)
      the net cash proceeds of each disposition or exchange, if any, of such
      assets are promptly applied to reduce the Obligations. In addition, the
      Borrower and the Consolidated Entities will not sell, lease, transfer,
      swap, exchange or otherwise dispose of any Facility or any part thereof
      (or all or any part of the shares of stock of or partnership or other
      equity interest in the Consolidated Entity that owns such Facility) unless
      (a) the Borrower notifies the Agent of such sale, lease, transfer, swap,
      exchange or other disposition and advises the Agent as to the proposed
      terms thereof within 30 days prior to the consummation of such sale,
      lease, transfer, swap, exchange or other disposition and promptly notifies
      the Agent of any material changes in such terms, (b) no Default or Event
      of Default shall


                                     - 73 -
<PAGE>   79
      exist immediately prior to or after the consummation of the sale, lease,
      assignment, transfer, swap, exchange or other disposition, (c) any swap or
      exchange must (i) be on commercially reasonable terms for like value, as
      determined by resolution of the Borrower's board of directors, taking into
      account, among other things, historical cash flows and other relevant
      financial and other factors and (ii) not expose the Borrower or any of its
      Consolidated Entities to any material liability (other than liabilities
      for Debt expressly assumed as a part of the transaction, to the extent
      such Debt is permitted under this Agreement), including liabilities with
      respect to litigation, Hazardous Materials and adverse tax consequences,
      and (d) any sale, lease, transfer or other disposition (excluding swaps or
      exchanges) is made on commercially reasonable terms on an arms'-length
      basis for a purchase price at least 90% of which is payable in cash.

      SECTION 10.7 Limitations on Dividends, Distributions and Changes in
Capital Structure. Declare or pay any dividends upon any of its capital stock;
purchase, redeem, retire or otherwise acquire, directly or indirectly, any
shares of its capital stock, or make any distribution of cash, property or
assets among the holders of shares of its capital stock or other ownership
interests, or make any change in its capital structure or amend any of its
organizational documents if such change or amendment could reasonably be
expected to have a Material Adverse Effect; provided that:

            (a) the Borrower or any Consolidated Entity may pay dividends in
      shares of its own capital stock in options or other rights to acquire its
      own capital stock or in Shareholder Securities;

            (b) any Consolidated Entity may pay cash dividends or make other
      distributions to the Borrower, another Consolidated Entity or to any other
      Person owning an equity interest in such Consolidated Entity; and the
      Borrower will not permit any Consolidated Entity to be or become subject
      to any restriction on the ability of such Consolidated Entity to pay
      dividends or to make partnership distributions.

            (c) the Borrower may purchase or redeem its capital stock pursuant
      to the terms of its Employee Stock Purchase Plan or Stock Option Plan or
      under the terms of the Borrower's 1989 stock offering to its employees.

      SECTION 10.8 Limitations on Exchange and Issuance of Capital Stock. Issue,
sell or otherwise dispose of any class or series of capital stock that, by its
terms or by the terms of any security into which it is convertible or
exchangeable, is, or upon the happening of


                                     - 74 -
<PAGE>   80
an event or passage of time would be, (a) convertible or exchangeable into Debt
or (b) required to be redeemed or repurchased, including at the option of the
holder, in whole or in part, or has, or upon the happening of an event or
passage of time would have, a redemption or similar payment due.

      SECTION 10.9 Transactions with Affiliates. Except pursuant to the
reasonable requirements of its business and upon fair and reasonable terms which
are no less favorable to it than it would obtain in a comparable arm's length
transaction with a Person not its Affiliate, directly or indirectly: (a) make
any loan or advance to, or purchase or assume any note or other obligation to or
from, any of its officers, directors, shareholders or other Affiliates, or to or
from any member of the immediate family of any of its officers, directors,
shareholders or other Affiliates, or subcontract any operations to any of its
Affiliates, or (b) enter into, or be a party to, any transaction with any of its
Affiliates.

      SECTION 10.10 Certain Accounting Changes. Change its Fiscal Year end.

      SECTION 10.11 Amendments; Payments and Prepayments of Subordinated Debt.
Amend or modify (or permit the modification or amendment of) any of the terms or
provisions of any Subordinated Debt, or cancel or forgive, make any voluntary or
optional payment or prepayment on, or redeem or acquire for value (including
without limitation by way of depositing with any trustee with respect thereto
money or securities before due for the purpose of paying when due) any
Subordinated Debt; provided that nothing herein shall be deemed to prevent the
Borrower from taking action, to the extent that such action would not otherwise
cause a Default or Event of Default hereunder, (a) to redeem or to solicit the
tender of the 1992 Senior Subordinated Notes and, in connection therewith, to
amend the terms of the 1992 Indenture on terms no less favorable to the Borrower
than as presently set forth in the 1992 Indenture or (b) to redeem or solicit
the tender of the 1995 Senior Subordinated Notes; provided that the Borrower
shall, contemporaneously with such redemption or tender, replace such 1995
Senior Subordinated Notes with other Subordinated Debt on terms no less
favorable to the Borrower than those set forth in the 1995 Indenture.

      SECTION 10.12 Restrictive Agreements. Enter into any Debt which contains
any negative pledge on assets or any covenants more restrictive than the
provisions of Articles VIII, IX and X hereof, or which restricts, limits or
otherwise encumbers its ability to incur Liens on or with respect to any of its
assets or properties other than the assets or properties securing such Debt.

      SECTION 10.13 Amendments and Prepayments of Other Debt. Except as provided
in Section 10.11, amend or modify (or permit the


                                     - 75 -
<PAGE>   81
modification or amendment of) any of the terms or provisions of any Debt (other
than Debt arising hereunder), or make any voluntary or optional payment or
prepayment of any Debt (other than Debt arising hereunder) to the extent that
such amendment, modification, payment or prepayment would cause a Default or
Event of Default hereunder.

      SECTION 10.14 Continuation of Current Business. Change its primary
business ("Line of Business") of managing hospitals under contract, providing
consulting and support services to hospitals, owning and operating acute care
hospitals and related or supporting facilities and businesses and nursing homes
and providing in-patient and out-patient services, including, without
limitation, services provided through home health agencies, surgery centers,
diagnostic centers and physicians offices.



                                   ARTICLE XI

                              DEFAULT AND REMEDIES

      SECTION 11.1  Events of Default. Each of the following shall constitute an
Event of Default, whatever the reason for such event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment or order of any court or any order, rule or regulation of any
Governmental Authority or otherwise:

            (a) Default in Payment of Loans, Fees and Reimbursement Obligations.
      The Borrower shall default in any payment, when and as due (whether at
      maturity, by reason of acceleration or otherwise), of (i) principal of or
      interest on any Loan, Revolving Credit Note, Competitive Bid Note or
      Reimbursement Obligation or
      (ii) any fees due hereunder.

            (b) Misrepresentation. Any representation or warranty made or deemed
      to be made by the Borrower or any of its Consolidated Entities under this
      Agreement, any Loan Document or any amendment hereto or thereto, shall at
      any time prove to have been incorrect or misleading in any material
      respect when made or deemed made.

            (c) Default in Performance of Certain Covenants. The Borrower shall
      default in the performance or observance of any covenant or agreement
      contained in Articles IX or X of this Agreement.

            (d) Default in Performance of Other Covenants and Conditions. The
      Borrower or any of its Consolidated Entities shall default in the
      performance or observance of any term,


                                     - 76 -
<PAGE>   82
      covenant, condition or agreement contained in this Agreement (other than
      as specifically provided for otherwise in this Section 11.1) or any other
      Loan Document and such default shall continue for a period of thirty (30)
      days after written notice thereof has been given to the Borrower by the
      Agent.

            (e) Debt Cross-Default. The Borrower or any of its Consolidated
      Entities shall (i) default in the payment of any Debt (other than the
      Notes or any Reimbursement Obligation) the aggregate outstanding amount of
      which Debt is in excess of $5,000,000 beyond the period of grace if any,
      provided in the instrument or agreement under which such Debt was created,
      or (ii) default in the observance or performance of any other agreement or
      condition relating to any Debt (other than the Notes or any Reimbursement
      Obligation) the aggregate outstanding amount of which Debt is in excess of
      $10,000,000 individually or $25,000,000 in the aggregate 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 Debt (or a trustee or agent on behalf of such holder or
      holders) to cause, with the giving of notice if required, any such Debt to
      become due prior to its stated maturity (any applicable grace period
      having expired).

            (f) Other Cross-Defaults. The Borrower or any of its Consolidated
      Entities shall default in the payment when due, or in the performance or
      observance, of any obligation or condition of any Material Contract
      unless, but only as long as, the existence of any such default is being
      contested by the Borrower or such Consolidated Entity in good faith by
      appropriate proceedings and adequate reserves in respect thereof have been
      established on the books of the Borrower or such Consolidated Entity to
      the extent required by GAAP.

            (g) Change in Control. Either (i) any Person or any Persons acting
      together that would constitute a "group" (a "Group") for purposes of
      Section 13(d) of the Securities Exchange Act of 1934, or any successor
      provision thereto, together with any Affiliates or Related Persons
      thereof, other than any trust for the employee stock ownership plans of
      the Borrower or any of the Consolidated Entities, shall beneficially own
      (as defined in Rule 13d-3 of the Securities Exchange Act of 1934 or any
      successor provision thereto) at least 50% of the aggregate voting power of
      all classes of stock of the Borrower; or (ii) any Person or Group,
      together with any Affiliates or Related Persons thereof, shall succeed in
      having its or their nominees elected to the Board of Directors of the
      Borrower such that such nominees, when added to any existing director
      remaining on the Board of Directors of the Borrower after


                                     - 77 -
<PAGE>   83
      such election who is an Affiliate or Related Person of such Person or
      Group, shall constitute a majority of the Board of Directors of the
      Borrower. (As used herein, the term "Related Person" of any Person means
      any other Person owning (a) five percent (5%) or more of the outstanding
      common stock of such Person or (b) five percent (5%) or more of the voting
      stock of such Person.)

            (h) Voluntary Bankruptcy Proceeding. The Borrower or any
      Consolidated Entity shall (i) commence a voluntary case under the federal
      bankruptcy laws (as now or hereafter in effect), (ii) file a petition
      seeking to take advantage of any other laws, domestic or foreign, relating
      to bankruptcy, insolvency, reorganization, winding up or composition for
      adjustment of debts, (iii) consent to or fail to contest in a timely and
      appropriate manner any petition filed against it in an involuntary case
      under such bankruptcy laws or other laws, (iv) apply for or consent to, or
      fail to contest in a timely and appropriate manner, the appointment of, or
      the taking of possession by, a receiver, custodian, trustee, or liquidator
      of itself or of a substantial part of its property, domestic or foreign,
      (v) admit in writing its inability to pay its debts as they become due,
      (vi) make a general assignment for the benefit of creditors, or (vii) take
      any corporate action for the purpose of authorizing any of the foregoing.

            (i) Involuntary Bankruptcy Proceeding. A case or other proceeding
      shall be commenced against the Borrower or any Consolidated Entity in any
      court of competent jurisdiction seeking (i) relief under the federal
      bankruptcy laws (as now or hereafter in effect) or under any other laws,
      domestic or foreign, relating to bankruptcy, insolvency, reorganization,
      winding up or adjustment of debts, or (ii) the appointment of a trustee,
      receiver, custodian, liquidator or the like for the Borrower or any
      Consolidated Entity or for all or any substantial part of their respective
      assets, domestic or foreign, and such case or proceeding shall continue
      undismissed or unstayed for a period of sixty (60) consecutive days, or an
      order granting the relief requested in such case or proceeding (including,
      but not limited to, an order for relief under such federal bankruptcy
      laws) shall be entered.

            (j) Failure of Agreements. Any provision of this Agreement or of any
      other Loan Document shall for any reason cease to be valid and binding on
      the Borrower or Consolidated Entity party thereto or any such Person shall
      so state in writing, or this Agreement or any other Loan Document shall
      for any reason cease to create a valid and perfected first priority Lien
      on, or security interest in, any of the collateral purported to be covered


                                     - 78 -
<PAGE>   84
      thereby, in each case other than in accordance with the express terms
      hereof or thereof.

            (k) Termination Event. The occurrence of any of the following
      events: (i) the Borrower or any ERISA Affiliate fails to make full payment
      when due of all amounts which, under the provisions of any Pension Plan or
      Section 412 of the Code, the Borrower or any ERISA Affiliate is required
      to pay as contributions thereto, (ii) an accumulated funding deficiency in
      excess of $500,000 occurs or exists, whether or not waived, with respect
      to any Pension Plan, (iii) a Termination Event or (iv) the Borrower or any
      ERISA Affiliate as employers under one or more Multiemployer Plan makes a
      complete or partial withdrawal from any such Multiemployer Plan and the
      plan sponsor of such Multiemployer Plans notifies such withdrawing
      employer that such employer has incurred a withdrawal liability requiring
      payments in an amount exceeding $10,000,000.

            (l) Judgment. A judgment or order for the payment of money not
      covered by valid and collectible insurance which causes the aggregate
      amount of all such judgments to exceed $500,000 in any Fiscal Year shall
      be entered against the Borrower or any of its Consolidated Entities by any
      court and such judgment or order shall continue undischarged, unstayed or
      not be removed to bond for a period of more than thirty (30) days.

            (m) Execution or Attachment. Any writ of execution, attachment or
      garnishment for an amount in excess of $500,000 shall be assessed against
      the assets of the Borrower or any Consolidated Entity and such writ of
      execution, attachment or garnishment shall not be dismissed, discharged or
      quashed within thirty (30) days of issuance.

      SECTION 11.2 Remedies. Upon the occurrence of an Event of Default, with
the consent of the Required Lenders, the Agent may, or upon the request of the
Required Lenders, the Agent shall, by notice to the Borrower:

            (a) Acceleration; Termination of Facilities. Declare the principal
      of and interest on the Loans, the Notes and the Reimbursement Obligations
      at the time outstanding, and all other amounts owed to the Lenders and to
      the Agent under this Agreement or any of the other Loan Documents
      (including, without limitation, all L/C Obligations, whether or not the
      beneficiaries of the then outstanding Letters of Credit shall have
      presented the documents required thereunder) and all other Obligations, to
      be forthwith due and payable, whereupon the same shall immediately become
      due and payable without presentment, demand, protest or other notice of
      any kind, all of which are expressly waived, anything in this


                                     - 79 -
<PAGE>   85
      Agreement or the other Loan Documents to the contrary notwithstanding, and
      terminate the Credit Facility and any right of the Borrower to request
      borrowings or Letters of Credit thereunder; provided, that upon the
      occurrence of an Event of Default specified in Section 11.1(h) or (i) the
      Credit Facility shall be automatically terminated and all Obligations
      shall automatically become due and payable.

            (b) Letters of Credit. With respect to all Letters of Credit with
      respect to which presentment for honor shall not have occurred at the time
      of an acceleration pursuant to the preceding paragraph, require the
      Borrower at such time to deposit in a cash collateral account opened by
      the Agent an amount equal to the aggregate then undrawn and unexpired
      amount of such Letters of Credit. Amounts held in such cash collateral
      account shall be applied by the Agent to the payment of drafts drawn under
      such Letters of Credit, and the unused portion thereof after all such
      Letters of Credit shall have expired or been fully drawn upon, if any,
      shall be applied to repay the other Obligations. After all such Letters of
      Credit shall have expired or been fully drawn upon, the Reimbursement
      Obligation shall have been satisfied and all other Obligations shall have
      been paid in full, the balance, if any, in such cash collateral account
      shall be returned to the Borrower.

            (c) Rights of Collection. Exercise on behalf of the Lenders all of
      its other rights and remedies under this Agreement, the other Loan
      Documents and Applicable Law, in order to satisfy all of the Borrower's
      Obligations.

      SECTION 11.3 Rights and Remedies Cumulative; Non-Waiver; etc. The
enumeration of the rights and remedies of the Agent and the Lenders set forth in
this Agreement is not intended to be exhaustive and the exercise by the Agent
and the Lenders of any right or remedy shall not preclude the exercise of any
other rights or remedies, all of which shall be cumulative, and shall be in
addition to any other right or remedy given hereunder or under the Loan
Documents or that may now or hereafter exist in law or in equity or by suit or
otherwise. No delay or failure to take action on the part of the Agent or any
Lender in exercising any right, power or privilege shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude other or further exercise thereof or the exercise of any
other right, power or privilege or shall be construed to be a waiver of any
Event of Default. No course of dealing between the Borrower, the Agent and the
Lenders or their respective agents or employees shall be effective to change,
modify or discharge any provision of this Agreement or any of the other Loan
Documents or to constitute a waiver of any Event of Default.


                                     - 80 -
<PAGE>   86
                                   ARTICLE XII

                                    THE AGENT

      SECTION 12.1 Appointment. Each of the Lenders hereby irrevocably
designates and appoints First Union as Agent of such Lender under this Agreement
and the other Loan Documents and each such Lender irrevocably authorizes First
Union as Agent for such Lender, to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to the Agent by the
terms of this Agreement and such other Loan Documents, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary elsewhere in this Agreement or such other Loan Documents, the Agent
shall not have any duties or responsibilities, except those expressly set forth
herein and therein, or any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or the other Loan Documents or
otherwise exist against the Agent.

      SECTION 12.2 Delegation of Duties. The Agent may execute any of its
respective duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by the Agent with reasonable care.

      SECTION 12.3 Exculpatory Provisions. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or
Affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or the
other Loan Documents (except for actions occasioned solely by its or such
Person's own gross negligence or willful misconduct), or (b) responsible in any
manner to any of the Lenders for any recitals, statements, representations or
warranties made by the Borrower or any of its Subsidiaries or any officer
thereof contained in this Agreement or the other Loan Documents or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agent under or in connection with, this Agreement or the
other Loan Documents or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the other Loan Documents or
for any failure of the Borrower or any of its Subsidiaries to perform its
obligations hereunder or thereunder. The Agent shall not 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, this Agreement, or to


                                     - 81 -
<PAGE>   87
inspect the properties, books or records of the Borrower or any of its
Subsidiaries.

      SECTION 12.4 Reliance by the Agent. The 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 Borrower), independent
accountants and other experts selected by the Agent. The Agent may deem and
treat the payee of any Note as the owner thereof for all purposes unless such
Note shall have been transferred in accordance with Section 13.10 hereof. The
Agent shall be fully justified in failing or refusing to take any action under
this Agreement and the other Loan Documents unless it shall first receive such
advice or concurrence of the Required Lenders (or, when expressly required
hereby or by the relevant other Loan Document, all the 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 continuing to take any such action except for its own gross
negligence or willful misconduct. The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
Notes in accordance with a request of the Required Lenders (or, when expressly
required hereby, all the 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.

      SECTION 12.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless it has received notice from a Lender or the Borrower 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 the Agent receives such
a notice, it shall promptly give notice thereof to the Lenders. The Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders; provided that unless and until the
Agent shall have received such directions, the 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.

      SECTION 12.6 Non-Reliance on the Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Agent nor any of its respective
officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or
Affiliates has made any representations or warranties to it and that no act by
the Agent hereinafter taken, including any review of the affairs of the Borrower
or any of its Subsidiaries, shall


                                     - 82 -
<PAGE>   88
be deemed to constitute any representation or warranty by the Agent to any
Lender. Each Lender represents to the Agent that it has, independently and
without reliance upon the 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 Borrower and its Subsidiaries and made its
own decision to make its Loans and issue or participate in Letter of Credit
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon the 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 this Agreement and the other Loan Documents,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower and its Subsidiaries. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Agent hereunder or by the other Loan Documents, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, financial and other
condition or creditworthiness of the Borrower or any of its Subsidiaries which
may come into the possession of the Agent or any of its respective officers,
directors, employees, agents, attorneys-in-fact, Subsidiaries or Affiliates.

      SECTION 12.7 Indemnification. The Lenders agree to indemnify the Agent in
its capacity as such and (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
the respective amounts of their Commitment Percentages, 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
Notes or any Reimbursement Obligation) be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of this Agreement or the
other Loan Documents, or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the 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 the Agent's bad faith,
gross negligence or willful misconduct. To the extent indemnity payments made by
the Lenders pursuant to this Section 12.7 are subsequently recovered by the
Agent, it promptly shall refund such previously paid indemnity amounts to the
appropriate Lenders. The agreements in this Section 12.7 shall survive the
payment of the Notes, any Reimbursement Obligation and


                                     - 83 -
<PAGE>   89
all other amounts payable hereunder and the termination of this Agreement.

      SECTION 12.8 The Agent in Its Individual Capacity. The Agent and its
respective Subsidiaries and Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Agent were not an Agent hereunder. With respect to any Loans made or renewed by
it and any Note issued to it and with respect to any Letter of Credit issued by
it or participated in by it, the Agent shall have the same rights and powers
under this Agreement and the other Loan Documents as any Lender and may exercise
the same as though it were not an Agent, and the terms "Lender" and "Lenders"
shall include the Agent in its individual capacity.

      SECTION 12.9 Resignation of the Agent; Successor Agent. Subject to the
appointment and acceptance of a successor as provided below, the Agent may
resign at any time by giving notice thereof to the Lenders and the Borrower.
Upon any such resignation, the Required Lenders shall have the right to appoint
a successor Agent, which successor shall have minimum capital and surplus of at
least $500,000,000. If no successor Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30)
days after the Agent's giving of notice of resignation, then the Agent may, on
behalf of the Lenders, appoint a successor Agent, which successor shall have
minimum capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder, except for liabilities incurred prior
thereto. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Section 12.9 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
Agent.



                                  ARTICLE XIII

                                  MISCELLANEOUS

      SECTION 13.1  Notices.

      (a) Method of Communication. Except as otherwise provided in this
Agreement, all notices and communications hereunder shall be in writing, or by
telephone subsequently confirmed in writing. Any notice shall be effective if
delivered by hand delivery or sent via telecopy, recognized overnight courier
service or certified mail, return receipt


                                     - 84 -
<PAGE>   90
requested, and shall be presumed to be received by a party hereto (i) on the
date of delivery if delivered by hand or sent by telecopy, (ii) on the next
Business Day if sent by recognized overnight courier service and (iii) on the
third Business Day following the date sent by certified mail, return receipt
requested. A telephonic notice to the Agent as understood by the Agent will be
deemed to be the controlling and proper notice in the event of a discrepancy
with or failure to receive a confirming written notice.

      (b) Addresses for Notices. Notices to any party shall be sent to it at the
following addresses, or any other address as to which all the other parties are
notified in writing.


      If to the Borrower: Quorum Health Group, Inc.
                          103 Continental Place
                          Brentwood, Tennessee 37027
                          Attention:  Steve B. Hewett
                          Telephone No.: (615) 371-4760
                          Telecopy No.:  (615) 371-4554

      With copies to:     Quorum Health Group, Inc.
                          103 Continental Place
                          Brentwood, Tennessee 37027
                          Attention:  General Counsel
                          Telephone No.: (615) 371-4868
                          Telecopy No.:  (615) 371-4788


      If to First Union,      First Union Capital Markets
       As Issuing Lender:     Specialized Industries Division
                              One First Union Center, DC-5
                              301 South College Street
                              Charlotte, North Carolina  28288-0735
                              Attention:  Healthcare Finance Group
                              Telephone No.: (704) 374-7121
                              Telecopy No.: (704) 383-9144


      If to any Lender: To the Address set forth on Schedule 1.1(b) hereto.


      If to First Union,      First Union National Bank of
         As Agent:            North Carolina
                              One First Union Center, TW-10
                              301 South College Street
                              Charlotte, North Carolina 28288-0608
                              Attention:  Syndication Agency Services


                                     - 85 -
<PAGE>   91
                              Telephone No.: (704) 383-0281
                              Telecopy No.: (704) 383-0288

      With copies to:         Kennedy Covington Lobdell & Hickman, L.L.P.
                              100 North Tryon Street, 42nd Floor
                              Charlotte, North Carolina 28202
                              Attention:  J. Donnell, Lassiter, Esq.
                              Telephone No.:  704-331-7444
                              Telecopy No.:   704-331-7598

      (c) Agent's Office. The Agent hereby designates its office located at the
address set forth above, or any subsequent office which shall have been
specified for such purpose by written notice to the Borrower and Lenders, as the
Agent's Office referred to herein, to which payments due are to be made and at
which Loans will be disbursed and Letters of Credit issued.

      (d) Issuing Lender's Office. The Issuing Lender hereby designates its
office located at the address set forth above, or any subsequent office which
shall have been specified for such purpose by written notice to the Borrower and
Lenders, as the Issuing Lender's Office referred to herein, at which Letters of
Credit will be issued.

      SECTION 13.2 Expenses; Indemnity. The Borrower will (a) pay all
out-of-pocket expenses of the Agent in connection with: (i) the preparation,
execution and delivery of this Agreement and each other Loan Document, whenever
the same shall be executed and delivered, including without limitation all
out-of-pocket syndication and due diligence expenses and reasonable fees and
disbursements of counsel for the Agent, (ii) the preparation, execution and
delivery of any waiver, amendment or consent by the Agent or the Lenders
relating to this Agreement or any other Loan Document, including without
limitation reasonable fees and disbursements of counsel for the Agent and (iii)
the administration and enforcement of any rights and remedies of the Agent and
Lenders under the Credit Facility, including consulting with appraisers,
accountants, engineers, attorneys and other Persons concerning the nature,
scope or value of any right or remedy of the Agent or any Lender hereunder or
under any other Loan Document or any factual matters in connection therewith,
which expenses shall include without limitation the reasonable fees and
disbursements of such Persons, and (b) defend, indemnify and hold harmless the
Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates,
employees, agents, officers and directors, from and against any losses,
penalties, fines, liabilities, settlements, damages, costs and expenses,
suffered by any such Person in connection with any claim, investigation,
litigation or other proceeding (whether or not the Agent or any Lender is a
party thereto) and the prosecution and defense thereof, arising out of or in any
way connected with the Agreement, any other Loan Document or the Loans,
including without limitation reasonable attorney's and


                                     - 86 -
<PAGE>   92
consultant's fees, except to the extent that any of the foregoing directly
result from the gross negligence or willful misconduct of the party seeking
indemnification therefor.

      SECTION 13.3 Set-off. In addition to any rights now or hereafter granted
under Applicable Law and not by way of limitation of any such rights, upon and
after the occurrence of any Event of Default and during the continuance thereof,
the Lenders and any assignee or participant of a Lender in accordance with
Section 13.10 are hereby authorized by the Borrower at any time or from time to
time, without notice to the Borrower or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and to apply any
and all deposits (general or special, time or demand, including, but not limited
to, indebtedness evidenced by certificates of deposit, whether matured or
unmatured) and any other indebtedness at any time held or owing by the Lenders,
or any such assignee or participant to or for the credit or the account of the
Borrower against and on account of the Obligations irrespective of whether or
not (a) the Lenders shall have made any demand under this Agreement or any of
the other Loan Documents or (b) the Agent shall have declared any or all of the
Obligations to be due and payable as permitted by Section 11.2 and although such
Obligations shall be contingent or unmatured.

      SECTION 13.4 Governing Law. This Agreement, the Notes and the other Loan
Documents, unless otherwise expressly set forth therein, shall be governed by,
construed and enforced in accordance with the laws of the State of North
Carolina, without reference to the conflicts or choice of law principles
thereof.

      SECTION 13.5 Consent to Jurisdiction. The Borrower hereby irrevocably
consents to the personal jurisdiction of the state and federal courts located in
Mecklenburg County, North Carolina, in any action, claim or other proceeding
arising out of any dispute in connection with this Agreement, the Notes and the
other Loan Documents, any rights or obligations hereunder or thereunder, or the
performance of such rights and obligations. The Borrower hereby irrevocably
consents to the service of a summons and complaint and other process in any
action, claim or proceeding brought by the Agent or any Lender in connection
with this Agreement, the Notes or the other Loan Documents, any rights or
obligations hereunder or thereunder, or the performance of such rights and
obligations, on behalf of itself or its property, in the manner specified in
Section 13.1. Nothing in this Section 13.5 shall affect the right of the Agent
or any Lender to serve legal process in any other manner permitted by Applicable
Law or affect the right of the Agent or any Lender to bring any action or
proceeding against the Borrower or its properties in the courts of any other
jurisdictions.


                                     - 87 -
<PAGE>   93
      SECTION 13.6      Binding Arbitration; Waiver of Jury Trial.

      (a) Binding Arbitration. Upon demand of any party, whether made before or
after institution of any judicial proceeding, any dispute, claim or controversy
arising out of, connected with or relating to the Notes or any other Loan
Documents ("Disputes"), between or among parties to the Notes or any other Loan
Document shall be resolved by binding arbitration as provided herein.
Institution of a judicial proceeding by a party does not waive the right of that
party to demand arbitration hereunder. Disputes may include, without limitation,
tort claims, counterclaims, claims brought as class actions, claims arising from
Loan Documents executed in the future, or claims concerning any aspect of the
past, present or future relationships arising out of or connected with the Loan
Documents. Arbitration shall be conducted under and governed by the Commercial
Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association and Title 9 of the U.S. Code. All arbitration hearings
shall be conducted in Charlotte, North Carolina. The expedited procedures set
forth in Rule 51, et seq. of the Arbitration Rules shall be applicable to claims
of less than $1,000,000. All applicable statutes of limitation shall apply to
any Dispute. A judgment upon the award may be entered in any court having
jurisdiction. The panel from which all arbitrators are selected shall be
comprised of licensed attorneys. The single arbitrator selected for expedited
procedure shall be a retired judge from the highest court of general
jurisdiction, state or federal, of the state where the hearing will be
conducted. Notwithstanding the foregoing, this paragraph shall not apply to any
Hedging Agreement that is a Loan Document.

      (b) Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE AGENT, EACH LENDER AND
THE BORROWER HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
WITH RESPECT TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE
IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS
AND OBLIGATIONS.

      (c) Preservation of Certain Remedies. Notwithstanding the preceding
binding arbitration provisions, the parties hereto and the other Loan Documents
preserve, without diminution, certain remedies that such Persons may employ or
exercise freely, either alone, in conjunction with or during a Dispute. Each
such Person shall have and hereby reserves the right to proceed in any court of
proper jurisdiction or by self help to exercise or prosecute the following
remedies: (i) all rights to foreclose against any real or personal property or
other security by exercising a power of sale granted in the Loan Documents or
under applicable law or by judicial foreclosure and sale, (ii) all rights of
self help including peaceful occupation of property and collection of rents, set
off, and peaceful possession of property, (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and in


                                     - 88 -
<PAGE>   94
filing an involuntary bankruptcy proceeding, and (iv) when applicable, a
judgment by confession of judgment. Preservation of these remedies does not
limit the power of an arbitrator to grant similar remedies that may be requested
by a party in a Dispute.

      SECTION 13.7 Reversal of Payments. To the extent the Borrower makes a
payment or payments to the Agent for the ratable benefit of the Lenders or the
Agent receives any payment or proceeds of the collateral which payments or
proceeds or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, state or federal law,
common law or equitable cause, then, to the extent of such payment or proceeds
repaid, the Obligations or part thereof intended to be satisfied shall be
revived and continued in full force and effect as if such payment or proceeds
had not been received by the Agent.

      SECTION 13.8 Injunctive Relief; Punitive Damages.

      (a) The Borrower recognizes that, in the event the Borrower fails to
perform, observe or discharge any of its obligations or liabilities under this
Agreement, any remedy of law may prove to be inadequate relief to the Lenders.
Therefore, the Borrower agrees that the Lenders, at the Lenders' option, shall
be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.

      (b) The Agent, Lenders and Borrower (on behalf of itself and its
Subsidiaries) hereby agree that no such Person shall have a remedy of punitive
or exemplary damages against any other party to a Loan Document and each such
Person hereby waives any right or claim to punitive or exemplary damages that
they may now have or may arise in the future in connection with any Dispute,
whether such Dispute is resolved through arbitration or judicially.

      (c) The parties agree that they shall not have a remedy of punitive or
exemplary damages against any other party in any Dispute and hereby waive any
right or claim to punitive or exemplary damages they have now or which may arise
in the future in connection with any Dispute whether the Dispute is resolved by
arbitration or judicially.

      SECTION 13.9 Accounting Matters. All financial and accounting
calculations, measurements and computations made for any purpose relating to
this Agreement, including, without limitation, all computations utilized by the
Borrower or any Subsidiary thereof to determine compliance with any covenant
contained herein, shall, except as otherwise expressly contemplated hereby or
unless there is an express written direction by the Agent to the contrary agreed
to by the Borrower, be performed in accordance with GAAP as in effect from time


                                     - 89 -
<PAGE>   95
to time. In the event that changes in GAAP shall be mandated by the Financial
Accounting Standards Board, or any similar accounting body of comparable
standing, or shall be recommended by the Borrower's certified public
accountants, to the extent that such changes would modify such accounting terms
or the interpretation or computation thereof, such changes shall be followed in
defining such accounting terms only from and after the date the Borrower and the
Lenders shall have amended this Agreement to the extent necessary to reflect any
such changes in the financial covenants and other terms and conditions of this
Agreement.

      SECTION 13.10     Successors and Assigns; Participations.

      (a) Benefit of Agreement. This Agreement shall be binding upon and inure
to the benefit of the Borrower, the Agent and the Lenders, all future holders of
the Notes, and their respective successors and as signs, except that the
Borrower shall not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Lender.
      (b) Assignment by Lenders. Each Lender may, with the consent of the Agent
and, provided no Event of Default shall have occurred and be continuing, the
consent of the Borrower, which consent shall not be unreasonably withheld,
assign to one or more Eligible Assignees all or a portion of its interests,
rights and obligations under this Agreement (including, without limitation, all
or a portion of the Extensions of Credit at the time owing to it and the Notes
held by it); provided that:

            (i) each such assignment shall be of a constant, and not a varying,
      percentage of all the assigning Lender's rights and obligations under this
      Agreement;

            (ii) if less than all of the assigning Lender's Commitment is to be
      assigned, the Commitment so assigned shall not be less than $10,000,000;

            (iii) the parties to each such assignment shall execute and deliver
      to the Agent, for its acceptance and recording in the Register, an
      Assignment and Acceptance in the form of Exhibit F attached hereto (an
      "Assignment and Acceptance"), together with any Note or Notes subject to
      such assignment;

            (iv) such assignment shall not, without the consent of the Borrower,
      require the Borrower to file a registration statement with the Securities
      and Exchange Commission or apply to or qualify the Loans or the Notes
      under the blue sky laws of any state; and

            (v) the assigning Lender shall pay to the Agent an assignment fee of
      $3,000 upon the execution by such Lender of the Assignment and Acceptance;
      provided that no such fee shall be payable upon any assignment by a Lender
      to an Affiliate thereof.


                                     - 90 -
<PAGE>   96
Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five (5) Business Days after the execution thereof, (A) 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 hereby
and (B) the Lender thereunder shall, to the extent provided in such assignment,
be released from its obligations under this Agreement.

      (c) Rights and Duties Upon Assignment. By executing and delivering an
Assignment and Acceptance, the assigning Lender thereunder and the assignee
thereunder confirm to and agree with each other and the other parties hereto as
set forth in such Assignment and Acceptance.

      (d) Register. The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders and the amount of the Extensions of Credit with respect
to each Lender from time to time (the "Register"). The entries in the Register
shall be conclusive, in the absence of manifest error, and the Borrower, the
Agent and the Lenders may treat each person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower or Lender at any reasonable
time and from time to time upon reasonable prior notice.

      (e) Issuance of New Notes. Upon its receipt of an Assignment and
Acceptance executed by an assigning Lender and an Eligible Assignee together
with any Note or Notes subject to such assignment and the written consent to
such assignment, the Agent shall, if such Assignment and Acceptance has been
completed and is substantially in the form of Exhibit F:

            (i) accept such Assignment and Acceptance;

            (ii) record the information contained therein in the Register;

            (iii) give prompt notice thereof to the Lenders and the Borrower;
      and

            (iv) promptly deliver a copy of such Assignment and Acceptance to
      the Borrower.

Within five (5) Business Days after receipt of notice, the Borrower shall
execute and deliver to the Agent, in exchange for the surrendered Note or Notes,
a new Note or Notes to the order of such Eligible Assignee in amounts equal to
the Commitment assumed by it pursuant to such Assignment and Acceptance and a
new Note or Notes to the order of the assigning Lender in an amount equal to the
Commitment retained by


                                     - 91 -
<PAGE>   97
it hereunder. Such new Note or Notes shall be in an aggregate principal amount
equal to the aggregate principal amount of such surrendered Note or Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of the assigned Notes delivered to the
assigning Lender. Each surrendered Note or Notes shall be canceled and returned
to the Borrower.

      (f) Participations. Each Lender may sell participations to one or more
banks or other entities in all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Extensions of Credit and the Notes held by it); provided that:

            (i) each such participation shall be in an amount not less than
      $5,000,000;

            (ii) such Lender's obligations under this Agreement (including,
      without limitation, its Commitment) shall remain unchanged;

            (iii) such Lender shall remain solely responsible to the other
      parties hereto for the performance of such obligations;

            (iv) such Lender shall remain the holder of the Notes held by it for
      all purposes of this Agreement;

            (v) the Borrower, the Agent and the other Lenders shall continue to
      deal solely and directly with such Lender in connection with such Lender's
      rights and obligations under this Agreement;

            (vi) such Lender shall not permit such participant the right to
      approve any waivers, amendments or other modifications to this Agreement
      or any other Loan Document other than waivers, amendments or
      modifications which would reduce the principal of or the interest rate on
      any Loan or Reimbursement Obligation, extend the term or increase the
      amount of the Commitment, reduce the amount of any fees to which such
      participant is entitled, extend any scheduled payment date for principal
      of any Loan or, except as expressly contemplated hereby or thereby,
      release substantially all of the Collateral; and

            (vii) any such disposition shall not, without the consent of the
      Borrower, require the Borrower to file a registration statement with the
      Securities and Exchange Commission to apply to qualify the Loans or the
      Notes under the blue sky law of any state.


                                     - 92 -
<PAGE>   98
      (g) Disclosure of Information; Confidentiality. The Agent and the Lenders
shall hold all non-public information with respect to the Borrower obtained
pursuant to the Loan Documents in accordance with their customary procedures for
handling confidential information. Any Lender may, in connection with any
assignment, proposed assignment, participation or proposed participation
pursuant to this Section 13.10, disclose to the assignee, participant, proposed
assignee or proposed participant, any information relating to the Borrower
furnished to such Lender by or on behalf of the Borrower; provided, that prior
to any such disclosure, each such assignee, proposed assignee, participant or
proposed participant shall agree with the Borrower or such Lender to preserve
the confidentiality of any confidential information relating to the Borrower
received from such Lender.

      (h)   Certain Pledges or Assignments.  Nothing herein shall
prohibit any Lender from pledging or assigning any Note to any Federal
Reserve Bank in accordance with Applicable Law.

      SECTION 13.11 Amendments, Waivers and Consents. Except as set forth below,
any term, covenant, agreement or condition of this Agreement or any of the other
Loan Documents may be amended or waived by the Lenders, and any consent given by
the Lenders, if, but only if, such amendment, waiver or consent is in writing
signed by the Required Lenders (or by the Agent with the consent of the Required
Lenders) and delivered to the Agent and, in the case of an amendment, signed by
the Borrower; provided, that no amendment, waiver or consent shall (a) increase
the amount or extend the time of the obligation of the Lenders to make Loans or
issue or participate in Letters of Credit (including without limitation pursuant
to Section 2.8) or decrease or forgive the principal of any Loan or
Reimbursement Obligation, (b) extend the originally scheduled time or times of
payment of the principal of any Loan or Reimbursement Obligation or the time or
times of payment of interest on any Loan or Reimbursement Obligation, (c) reduce
the rate of interest or fees payable on any Loan or Reimbursement Obligation,
(d) permit any subordination of the principal or interest on any Loan or
Reimbursement Obligation, or (e) amend the provisions of this Section 13.11 or
the definition of Required Lenders, without the prior written consent of each
Lender. In addition, no amendment, waiver or consent to the provisions of (a)
Article XII shall be made without the written consent of the Agent and (b)
Article III without the written consent of the Issuing Lender.

      SECTION 13.12 Performance of Duties. The Borrower's obligations under this
Agreement and each of the Loan Documents shall be performed by the Borrower at
its sole cost and expense.

      SECTION 13.13 All Powers Coupled with Interest. All powers of attorney and
other authorizations granted to the Lenders, the Agent and any Persons
designated by the Agent or any Lender pursuant to any


                                     - 93 -
<PAGE>   99
provisions of this Agreement or any of the other Loan Documents shall be deemed
coupled with an interest and shall be irrevocable so long as any of the
Obligations remain unpaid or unsatisfied or the Credit Facility has not been
terminated.

      SECTION 13.14 Survival of Indemnities. Notwithstanding any termination of
this Agreement, the indemnities to which the Agent and the Lenders are entitled
under the provisions of this Article XIII and any other provision of this
Agreement and the Loan Documents shall continue in full force and effect and
shall protect the Agent and the Lenders against events arising after such
termination as well as before.

      SECTION 13.15 Titles and Captions. Titles and captions of Articles,
Sections and subsections in this Agreement are for convenience only, and neither
limit nor amplify the provisions of this Agreement.

      SECTION 13.16 Severability of Provisions. Any provision of this Agreement
or any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

      SECTION 13.17 Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns, and all of which taken together
shall constitute one and the same agreement.

      SECTION 13.18 Term of Agreement. This Agreement shall remain in effect
from the Closing Date through and including the date upon which all Obligations
shall have been indefeasibly and irrevocably paid and satisfied in full. No
termination of this Agreement shall affect the rights and obligations of the
parties hereto arising prior to such termination.


                                     - 94 -
<PAGE>   100
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, all as of the day and year first
written above.

[CORPORATE SEAL]                        QUORUM HEALTH GROUP, INC.



                                        By:  ___________________________________
                                             Name: _____________________________
                                             Title: ____________________________



                                        FIRST UNION NATIONAL BANK OF NORTH
                                        CAROLINA, as Agent and Lender



                                        By:  ___________________________________
                                             Name: _____________________________
                                             Title: ____________________________



                                     - 95 -
<PAGE>   101
                       SCHEDULE 1: LENDERS AND COMMITMENTS

<TABLE>
<CAPTION>
                                                            COMMITMENT
                                                         AND COMMITMENT
LENDER                                                      PERCENTAGE
------                                                      ----------
<S>                                                      <C>
First Union National Bank                                         $__________
 of North Carolina                                                ____%
One First Union Center, TW-10
301 South College Street
Charlotte, North Carolina 28288-0608
Attention:  Syndication Agency Services
Telephone No.:  (704) 383-0281
Telecopy No.:  (704) 382-0288
</TABLE>