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                                                                    EXHIBIT 10.1

                                CREDIT AGREEMENT

                                   dated as of

                                  June 29, 1999

                                      among

                            The Lenders Party Hereto

                                       and

                  CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                             as Administrative Agent

                                       and

                 UNITED SURGICAL PARTNERS INTERNATIONAL, INC.,
                                   as Borrower


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                             TABLE OF CONTENTS

ARTICLE I.
       Definitions..........................................................   1
             SECTION 1.01.    Defined Terms.................................   1
             SECTION 1.02.    Classification of Loans and Borrowings........  13
             SECTION 1.03.    Terms Generally...............................  13
             SECTION 1.04.    Accounting Terms; GAAP........................  13

ARTICLE II.
       The Credits..........................................................  14
             SECTION 2.01.    Commitments ..................................  14
             SECTION 2.02.    Loans and Borrowings .........................  14
             SECTION 2.03.    Requests for Borrowings ......................  15
             SECTION 2.04.    Intentionally Deleted ........................  15
             SECTION 2.05.    Intentionally Deleted ........................  15
             SECTION 2.06.    Intentionally Deleted ........................  15
             SECTION 2.07.    Funding of Loans .............................  16
             SECTION 2.08.    Interest Elections ...........................  16
             SECTION 2.09.    Termination of Commitments ...................  17
             SECTION 2.10.    Repayment of Loans, Evidence of Debt .........  18
             SECTION 2.11.    Prepayment of Loans ..........................  18
             SECTION 2.12.    Fees .........................................  19
             SECTION 2.13.    Interest .....................................  19
             SECTION 2.14.    Alternate Rate of Interest ...................  20
             SECTION 2.15.    Increased Costs ..............................  21
             SECTION 2.16.    Break Funding Payments .......................  22
             SECTION 2.17.    Taxes ........................................  22
             SECTION 2.18.    Payments Generally, Pro Rata Treatment,
                                 Sharing of Set-offs........................  23
             SECTION 2.19.    Mitigation Obligations, Replacement of Lenders  25

ARTICLE III.
       Representations and Warranties ......................................  25
             SECTION 3.01.     Organization, Powers ........................  25
             SECTION 3.02.     Authorization, Enforceability ...............  26
             SECTION 3.03.     Governmental Approvals; No Conflicts ........  26
             SECTION 3.04.     Financial Condition; No Material Adverse
                                  Change ...................................  26
             SECTION 3.05.     Properties ..................................  26
             SECTION 3.06.     Litigation and Environmental Matters ........  27
             SECTION 3.07.     Compliance with Laws and Agreements .........  27
             SECTION 3.08.     Investment and Holding Company Status .......  28
             SECTION 3.09.     Taxes .......................................  28
             SECTION 3.10.     ERISA .......................................  28
             SECTION 3.11.     Disclosure ..................................  28
             SECTION 3.12.     Year 2000 ...................................  28

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             SECTION 3.13.     Proprietary Rights ..........................  29
             SECTION 3.14.     Subsidiaries ................................  29

ARTICLE IV.
    Conditions .............................................................  29
             SECTION 4.01.     Effective Date ..............................  29
             SECTION 4.02.     Each Credit Event ...........................  31

ARTICLE V.
    Affirmative Covenants ..................................................  31
             SECTION 5.01.    Financial Statements, and Other Information ..  31
             SECTION 5.02.    Notices of Material Events ...................  32
             SECTION 5.03.    Existence, Conduct of Business ...............  33
             SECTION 5.04.    Payment of Obligations .......................  33
             SECTION 5.05.    Maintenance of Properties; Insurance .........  33
             SECTION 5.06.    Books and Records; Inspection Rights .........  33
             SECTION 5.07.    Compliance with Laws .........................  34
             SECTION 5.08.    Use of Proceeds ..............................  34
             SECTION 5.09.    Business Loans ...............................  34
             SECTION 5.10.    Compliance with ERISA ........................  34
             SECTION 5.11.    Intentionally Deleted ........................  34
             SECTION 5.12.    Cooperation with Syndicator ..................  34

ARTICLE VI.
    Negative Covenants .....................................................  35
             SECTION 6.01.     Indebtedness ................................  35
             SECTION 6.02.     Liens .......................................  36
             SECTION 6.03.     Fundamental Changes .........................  36
             SECTION 6.04.     Investments, Loans, Advances,
                                 Guarantees and Acquisitions ...............  37
             SECTION 6.05.     Hedging Agreements ..........................  37
             SECTION 6.06.     Intentionally Deleted .......................  37
             SECTION 6.07.     Transactions with Affiliates ................  37
             SECTION 6.08.     Restrictive Agreements ......................  38
             SECTION 6.09.     Intentionally Deleted .......................  38
             SECTION 6.10.     Intentionally Deleted .......................  38
             SECTION 6.11.     Intentionally Deleted .......................  38
             SECTION 6.12.     Nature of Business ..........................  38
             SECTION 6.13.     No Amendment ................................  38
             SECTION 6.14.     Fiscal Year .................................  38

ARTICLE VII.
     Events of Default  ....................................................  38

ARTICLE VIII.
     The Administrative Agent ..............................................  41

ARTICLE IX.
  Miscellaneous ............................................................  43
             SECTION 9.01.     Notices .....................................  43
             SECTION 9.02.     Waivers, Amendments .........................  45
             SECTION 9.03.     Expenses, Indemnity, Damage Waiver ..........  45

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            SECTION 9.04.     Successors and Assigns .......................  47
            SECTION 9.05.     Survival .....................................  49
            SECTION 9.06.     Counterparts: Integration, Effectiveness .....  50
            SECTION 9.07.     Severability .................................  50
            SECTION 9.08.     Right of Setoff ..............................  50
            SECTION 9.09.     Governing Law, Jurisdiction,
                                 Consent to Service of Process .............  50
            SECTION 9.10.     WAIVER OF JURY TRIAL .........................  51
            SECTION 9.11.     Headings .....................................  51
            SECTION 9.12.     Confidentiality ..............................  51

SCHEDULES:

Schedule 2.01     Commitment
Schedule 3.06     Disclosed Matters
Schedule 3.13     Proprietary Rights
Schedule 3.14     Subsidiaries
Schedule 6.01     Existing Indebtedness
Schedule 6.02     Existing Liens
Schedule 6.08     Existing Restrictions

EXHIBITS:

Exhibit A - Form of Assignment and Acceptance
Exhibit B - Form of Opinion of Borrower's Counsel
Exhibit C - Form of Confidentiality Agreement
Exhibit D - Form of Promissory Note
Exhibit E - Form of Compliance Certificate

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                                CREDIT AGREEMENT

      CREDIT AGREEMENT dated as of June 29, 1999, among United Surgical Partners
International, Inc., the LENDERS party hereto, and CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Administrative Agent.

The parties hereto agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

      SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following
terms have the meanings specified below:

      "ABR" when used in reference to any Loan, refers to whether such Loan is
bearing interest at a rate determined by reference to the Alternate Base Rate.

      "ADJUSTED LIBO RATE" means, with respect to any Eurodollar Loan for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

      "ADMINISTRATIVE AGENT" means Chase Bank of Texas, National Association, in
its capacity as administrative agent for the Lenders hereunder.

      "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "AFFILIATE" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

      "AGREEMENT" means this Credit Agreement, as the same may be amended,
restated or otherwise modified from time to time.

      "ALTERNATE BASE RATE" means for any day a rate per annum equal to the
lesser of (a) the greater of (1) the Prime Rate for that day and (2) the Federal
Funds Effective Rate for that day plus 1/2 of 1 % or (b) the Ceiling Rate. The
Alternate Base Rate shall be computed on the basis of the actual number of days
elapsed in a year consisting of 365 (366 for a leap year) days. If for any
reason Administrative Agent shall have determined (which determination shall be
conclusive and binding, absent manifest or demonstrated error) that it is unable
to ascertain the Federal Funds Effective Rate for any reason, including, without
limitation, the inability or failure of Administrative Agent to obtain
sufficient quotations in accordance with the terms hereof, then the Alternate
Base Rate shall, until the circumstances giving rise to such inability no longer
exists, be the lesser of (a) the Prime Rate from time to time in effect or (b)
the Ceiling Rate. Any change in the Alternate Base Rate due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective from

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and including the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

      "APPLICABLE PERCENTAGE" means, with respect to any Lender, the percentage
of the total Commitments represented by such Lender's Commitment. If the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the unpaid principal of the Loans, giving effect to any
assignments.

      "APPLICABLE RATE" means, for any day, with respect to any ABR Loan or
Eurodollar Loan, as the case may be, the applicable rate per annum set forth
below under the caption "ABR Spread" or "Eurodollar Spread," as the case may be:

                               ABR Spread      Eurodollar Spread
                               ----------      -----------------
              Borrowing            0%                1.00%

      "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of EXHIBIT A or any other form approved by the Administrative Agent.

      "AVAILABILITY PERIOD" means the period from and including the Effective
Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

      "BOARD" means the Board of Governors of the Federal Reserve System of the
United States of America.

      "BORROWER" means United Surgical Partners International, Inc., a Delaware
corporation.

      "BORROWING" means Loans of the same Type, made, converted or continued on
the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect.

      "BORROWING REQUEST" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

      "BUSINESS DAY" means any day that is not a Saturday, Sunday or other day
on which commercial banks in Dallas, Texas are authorized or required by law to
remain closed; PROVIDED that, when used in connection with a Eurodollar Loan,
the term "BUSINESS DAY" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

      "CAPITAL LEASE OBLIGATIONS" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

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      "CEILING RATE" means, on any day, the maximum nonusurious rate of interest
permitted for that day by whichever of applicable federal or Texas laws permits
the higher interest rate, stated as a rate per annum. On each day, if any, that
Chapter 1D establishes the Ceiling Rate, the Ceiling Rate shall be the
"indicated rate ceiling" (as defined in Chapter 1D) for that day. Administrative
Agent may from time to time, as to current and future balances, implement any
other ceiling under Chapter 1D by notice to Borrower, if and to the extent
permitted by Chapter 1D. Without notice to Borrower or any other Person, the
Ceiling Rate shall automatically fluctuate upward and downward as and in the
amount by which such maximum nonusurious rate of interest permitted by
applicable law fluctuates.

      "CHANGE IN CONTROL" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) of shares
representing more than thirty percent (30%) of the aggregate ordinary voting
power represented by the issued and outstanding capital stock of the Borrower
(other than any such Person or group that owns such shares on the date hereof);
(b) occupation of a majority of the seats (other than vacant seats) on the board
of directors of the Borrower by Persons who were neither (i) directors on the
date hereof, (ii) nominated by the board of directors of the Borrower nor (iii)
appointed by directors so nominated; or (c) the acquisition of direct or
indirect Control of the Borrower by any Person or group.

      "CHANGE IN LAW" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

      "CHAPTER 1D" means Chapter 1D of Title 79, Texas Revised Civil Statutes,
1925, as amended.

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

      "COMMITMENT" means, with respect to each Lender, the commitment of such
Lender to make Loans hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender's Credit Exposure hereunder, as such commitment
may be reduced from time to time pursuant to Section 2.09 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender's Commitment is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Commitment, as applicable. The initial
aggregate amount of the Lenders' Commitments is $25,000,000.00.

      "COMPLIANCE CERTIFICATE" means the Compliance Certificate in substantially
the form attached hereto as EXHIBIT E with such modifications and additions
thereto as shall be in accordance' with this Agreement and reasonably
satisfactory to Administrative Agent.

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      "CONFIDENTIALITY AGREEMENT" means the Confidentiality Agreement in the
form attached hereto as EXHIBIT C.

      "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

      "CREDIT EXPOSURE" means, with respect to any Lender at any time, the sum
of the outstanding principal amount of such Lender's Loans at such time.

      "DEFAULT" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

      "DEFAULT RATE" means, on any day, a rate per annum equal to two percent
(2%) plus the greater of (i) the Alternate Base Rate plus the Applicable Rate or
(ii) the Adjusted LIBO Rate plus the Applicable Rate; provided in no event shall
the Default Rate be in excess of the Ceiling Rate.

      "DISCLOSED MATTERS" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

      "DISPOSITION" shall mean any sale, assignment, transfer or other
disposition of any Property. (whether now owned or hereafter acquired) by
Borrower or any of its Subsidiaries to any other Person excluding any sale,
assignment, transfer or other disposition (w) of any Property sold or disposed
of in the ordinary course of business and on ordinary business terms, (x) of any
Investment permitted under Section 6.04, (y) to the Borrower or any of its
wholly-owned Subsidiaries or (z) of any stock (including, without limitation,
Preferred Stock), interests, participations, rights in or other equivalents in
the equity interests (however designated) in Borrower or any of its
Subsidiaries, warrants, or options exercisable for, exchangeable for or
convertible into such an equity interest; provided that a sale, assignment,
transfer or other disposition under this clause (z) does not constitute a Change
in Control.

      "DOLLARS" or "$" refers to lawful money of the United States of America.

      "EFFECTIVE DATE" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

      "ENVIRONMENTAL LAWS" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

      "ENVIRONMENTAL LIABILITY" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal

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of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.

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

      "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

      "ERISA EVENT" means (a) any "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

      "EURODOLLAR" when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

      "EVENT OF DEFAULT" has the meaning assigned to such term in Article VII.

      "EXCLUDED TAXES" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.19(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender's
failure to comply with Section 2.17(e), except to the extent that such Foreign

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Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.17(a).

       "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

      "FINANCIAL OFFICER" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

      "FINANCIAL STATEMENTS" shall mean all balance sheets, income statements
and other financial data, statements and reports (whether of Borrower or any of
its Subsidiaries), which are required to, have been, or may from time to time
hereafter, be required to be furnished to Administrative Agent.

      "FOREIGN LENDER" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

      "GAAP" means generally accepted accounting principles in the United States
of America.

      "GOVERNMENTAL AUTHORITY" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

      "GUARANTEE" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or
obligation; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.

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      "GUARANTOR" means Welsh, Carson, Anderson & Stowe VII, L.P., a Delaware
limited partnership, its successors and assigns.

      "GUARANTY" shall mean that certain guaranty of this Agreement executed by
Guarantor dated June 18, 1999, and referenced in Section 4.01 of this Agreement,
as the same may be amended and modified from time to time.

      "HAZARDOUS MATERIALS" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "HEDGING AGREEMENT" means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging arrangement.

      "INDEBTEDNESS" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments (including, without limitation, an
obligation in favor of a stockholder or future stockholder of a Person in
connection with the redemption by such Person of capital stock of such Person
from such stockholder or future stockholder), (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
Property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of Property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
Property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, to the extent of the fair market value of such
Property, (g) all Guarantees by such Person of Indebtedness of others, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (j) all obligations, contingent or otherwise, of
such Person in respect of bankers' acceptances. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

      "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

      "INTEREST PAYMENT DATE" means (a) with respect to any ABR Loan, the last
day of each fiscal quarter and (b) with respect to any Eurodollar Loan, the last
day of the Interest Period applicable to the Borrowing of which such Borrowing
is a part and, in the case of a Eurodollar Borrowing with an Interest Period of
more than three months' duration, each day prior to the last day of such
Interest Period that occurs at intervals of three months' duration after the
first day of such Interest Period.

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      "INTEREST PERIOD" means with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three, six months or, with
the consent of each Lender, twelve months thereafter, as the Borrower may elect;
PROVIDED , that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which
such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.

      "INTEREST ELECTION REQUEST" means a request by the Borrower to convert or
continue a Borrowing or a portion thereof in accordance with Section 2.08.

      "INVESTMENT" shall mean, for any Person: (a) the acquisition (whether for
cash, Property, services or securities or otherwise) of capital stock of such
Person or any other Person; (b) the acquisition (whether for cash, Property,
services or securities or otherwise) of bonds, notes, debentures, partnership or
other ownership interests or other securities of any other Person or any
agreement to make any such acquisition (including any "short sale" or any sale
of any securities at a time when such securities are not owned by the Person
entering into such sale); (c) the making of any deposit with, or advance, loan
or other extension of credit to, any other Person (including the purchase of
Property from another Person subject to an understanding or agreement,
contingent or otherwise, to resell such Property to such Person); or (d) the
entering into of any Guarantee of, or other contingent obligation with respect
to, Indebtedness or other liability of any other Person and (without
duplication) any amount committed to be advanced, lent, or extended to such
Person.

      "LENDERS" means the Persons listed on Schedule 2.01 and any other Person
that shall have become a party hereto pursuant to an Assignment and Acceptance,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance.

      "LIBO RATE" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on the Reuter Money Rates Service (or on any
successor or substitute page of such Service, or any successor to or substitute
for such Service, providing rate quotations comparable to those currently
provided on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at approximately
11:00 am., Dallas, Texas time, three Business Days prior to the commencement of
such Interest Period, as the rate for dollar deposits with a maturity comparable
to such Interest Period. If such rate is not available at such time for any
reason, then the "LIBO Rate" with respect to such Eurodollar Borrowing for such
Interest Period shall be the rate at which dollar deposits of an amount similar
to such Eurodollar Borrowing and for a maturity comparable to such Interest
Period are offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at

                                       8
<PAGE>
approximately 11:00 a.m., Dallas, Texas time, three Business Days prior to the
commencement of such Interest Period.

      "LIEN" means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or
of such asset, (b) the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing)
relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.

      "LOAN DOCUMENTS" shall mean, collectively, this Agreement, all promissory
notes, guaranties, all Uniform Commercial Code financing statements, and all
other documents executed in connection with this Agreement.

      "LOANS" means the revolving loans made by the Lenders to the Borrower
pursuant to this Agreement.

      "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, assets, operations, prospects, or condition, financial or otherwise,
of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the
Borrower to perform any of its obligations under this Agreement or the Note, (c)
the ability of the Guarantor to perform any of its obligations under the
Guaranty, or (d) the rights of or benefits available to the Lenders under this
Agreement, the Note or any of the documents referenced in Section 4.01(a), (b),
(c), (d) or (f) of this Agreement.

      "MATERIAL INDEBTEDNESS" means Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements, of any one or more of
the Borrower and its Subsidiaries in an aggregate principal amount exceeding
$1,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of the Borrower or any Subsidiary in respect of any
Hedging Agreement at any time shall be the maximum aggregate amount (giving
effect to any netting agreements) that the Borrower or such Subsidiary would be
required to pay if such Hedging Agreement were terminated at such time.

      "MATURITY DATE" means June 30, 2001.

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

      "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

      "NOTES" shall mean the promissory notes provided for by Section 2.02 and
all promissory notes delivered in substitution or exchange therefor, in each
case as the same shall be modified and supplemented and in effect from time to
time.

      "OTHER TAXES" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

                                       9
<PAGE>
      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

      "PERMITTED ENCUMBRANCES" means:

      (a) Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.04;

      (b) landlords', carriers', warehousemen's, mechanics', materialmen's,
repairmen's and other like Liens (i) arising in the ordinary course of business,
(ii) securing obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 5.04 and (iii) (A) imposed by law or (B) if
the same (1) are usual and customary, including as to scope of collateral, and
(2) do not secure obligations for borrowed money, created by contract.

      (c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security laws or regulations;

      (d) deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business;

      (e) judgment liens in respect of judgments that do not constitute an Event
of Default under clause (k) of Article VII;

      (f) easements, zoning restrictions, rights-of-way and similar encumbrances
on real property imposed by law or arising in the ordinary course of business
that do not secure any monetary obligations and do not materially detract from
the value of the affected property or interfere with the ordinary conduct of
business of the Borrower or any Subsidiary; PROVIDED that the term "Permitted
Encumbrances" as used in this clause (f) shall not include any Lien securing
Indebtedness; and

      (g) Liens in favor of Administrative Agent and Lenders.

      "PERMITTED INVESTMENTS" means:

      (a) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any
agency thereof to the extent such obligations are backed by the full faith and
credit of the United States of America), in each case maturing within one year
from the date of acquisition thereof;

      (b) investments in commercial paper maturing within 270 days from the date
of acquisition thereof and having, at such date of acquisition, the highest
credit rating obtainable from S&P or from Moody's;

      (c) investments in certificates of deposit, banker's acceptances, demand
deposits and time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or

                                       10
<PAGE>
placed with, and money market deposit accounts issued or offered by, any
domestic office of any commercial bank organized under the laws of the United
States of America or any State thereof which has a combined capital and surplus
and undivided profits of not less than $500,000,000; and

      (d) fully collateralized repurchase agreements with a term of not more
than 30 days for securities described in clause (a) above and entered into with
a financial institution satisfying the criteria described in clause (c) above.

      "PERSON" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

      "PLAN" means any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

      "PREFERRED STOCK" means any and all shares, interests, participations or
other equivalents (however designated) of Borrower's preferred or preference
stock, whether outstanding on or issued after the Effective Date, including,
without limitation, the Series A Redeemable Preferred Stock, $.O1 par value per
share, and the Series B Convertible Preferred Stock $.O1 par value per share, of
Borrower.

      "PRIME RATE" means the rate of interest per annum publicly announced from
time to time by Chase Bank of Texas, National Association as its prime rate in
effect at its principal office in Houston, Texas; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

      "PROPERTY" shall mean any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.

      "PROPRIETARY RIGHTS" shall mean any patents, registered and common law
trademarks, service marks, trade names, copyrights, licenses and other similar
rights (including know-how, trade secrets and other confidential information)
and applications for each of the foregoing, if any.

      "REGISTER" has the meaning set forth in Section 9.04.

      "RELATED PARTIES" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

      "REQUIRED LENDERS" means, at any time, Lenders having Credit Exposures and
unused Commitments representing 66 2/3% of the sum of the total Credit Exposures
and unused Commitments at such time.

      "S&P" means Standard & Poor's Ratings Group.

                                       11

<PAGE>
      "STATUTORY RESERVE RATE" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for probation,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

      "SUBSIDIARY" means, with respect to any Person (the "parent") at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, directly or indirectly owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent;
provided, that for purposes of this clause (b) only, the Borrower shall Control
another Person only if Borrower (x) directly or indirectly owns securities or
other ownership interests representing more than 30% of the equity or more than
30% of the ordinary voting power, or in the case of a partnership, more than 30%
of the general partnership interests of such Person AND (y) has a management
agreement or arrangement with, or with respect to, such Person.

      "SUBSIDIARY" means any subsidiary of the Borrower.

      "TAXES" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

      "TOPS LOAN DOCUMENTS" means that certain Credit Agreement dated on or
about the date hereof by and among TOPS Specialty Hospital, Ltd., the lenders
party thereto and Chase Bank of Texas, National Association, as Administrative
Agent (as the same may be amended, restated or otherwise modified from time to
time) and all promissory notes, guarantees, Uniform Commercial Code financing
statements and all other documents executed in connection therewith.

      "TRANSACTIONS" means the execution, delivery and performance by the
Borrower of this Agreement, the borrowing of Loans and the use of the proceeds
thereof.

      "TYPE" when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan or on the Loans comprising such Borrowing is
determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

                                       12
<PAGE>
      "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

      SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of this
Agreement, Loans or Borrowings may be classified and referred to by Type (e.g. a
"Eurodollar Loan" or "Eurodollar Borrowing").

      SECTION 1.03. TERMS GENERALLY. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation." The word "will"
shall be construed to have the same meaning and effect as the word "shall."
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof' and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "Property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

      SECTION 1.04. ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II.
                                   THE CREDITS

      SECTION 2.01. COMMITMENTS. Subject to the terms and conditions set forth
herein, each Lender agrees to make Loans to the Borrower from time to time
during the Availability Period in an aggregate principal amount that will not
result in such Lender's Credit Exposure exceeding such Lender's Commitment:
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Loans.


                                       13
<PAGE>
      Upon the occurrence of an event that, with notice or the passage of time,
or both, would constitute an Event of Default (as defined in Article VII), and
at any time thereafter during the continuance of such event, the Administrative
Agent may, and at the request of the Required Lenders shall, by notice to the
Borrower suspend the Commitments (and thereupon the Commitments shall
immediately be suspended). During the period of any such suspension: (i) no
Lender shall be obligated in respect of its Commitment (provided, however, that
the Borrower may convert a Borrowing to a different Type or continue such
Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods
therefor, all as provided in, including the limitations in, Section 2.08) and
(ii) any fees due to any one or more of Administrative Agent and the Lenders
(including the fees provided for in Section 2.12) shall be calculated without
regard to such suspension. Without limiting the first sentence of this
paragraph, (x) a grace or cure period in an agreement between the Borrower (or a
Subsidiary) and a third party (i.e., a Person that is not the Administrative
Agent or a Lender) is included as a passage of time within the contemplation of
such first sentence and (y) a notice given by a third party (i.e., a Person not
the Administrative Agent or a Lender) to the Borrower or a Subsidiary is
included as a notice within the contemplation of such first sentence. This
paragraph shall apply notwithstanding anything to the contrary in this Agreement
or any of the other Loan Documents.

      SECTION 2.02. LOANS AND BORROWINGS.

      (a) Each Loan shall be made as a part of a Borrowing consisting of Loans
made by ther Lenders ratably in accordance with their respective Commitments.
The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; PROVIDED that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender's failure to make Loans as required.

      (b) All Loans made by each Lender shall be evidenced by a single
promissory note of the Borrower, substantially in the form of EXHIBIT D, payable
to such Lender in a principal amount equal to the amount of its Commitment as in
effect and otherwise duly completed.

      (c) Subject to Section 2.14, each Borrowing shall be comprised entirely of
ABR Loans or Eurodollar Loans as the Borrower may request in accordance
herewith. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.

      (d) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $100,000 and not less than $100,000. At the time each ABR Borrowing
is made, such Borrowing shall be in an aggregate amount that is an integral
multiple of $10,000 and not less than $50,000; provided that an ABR Borrowing
may be in an aggregate amount that is equal to the entire unused balance of the
Commitments. Borrowings of more than one Type may be outstanding at the same
time; provided that there shall not at any time be more than a total of five (5)
Eurodollar Borrowings outstanding.

                                       14
<PAGE>
      (e) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

      SECTION 2.03. REQUESTS FOR BORROWINGS. To request a Borrowing, the
Borrower shall notify the Administrative Agent of such request in writing (a) in
the case of a Eurodollar Borrowing, not later than 11:00 a.m., Dallas, Texas
time, three Business Days before the date of the proposed Borrowing, or (b) in
the case of an ABR Borrowing, not later than 10:00 a.m., Dallas, Texas time, the
date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable
and shall be evidenced by a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. Each such written Borrowing
Request shall specify the following information in compliance with Section 2.02:

      (i)   the aggregate amount of the requested Borrowing;

      (ii)  the date of such Borrowing, which shall be a Business Day;

      (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
            Borrowing;

      (iv)  in the case of a Eurodollar Borrowing, the initial Interest Period
            to be applicable thereto, which shall be a period contemplated by
            the definition of the term "Interest Period"; and

      (v)   the location and number of the Borrower's account to which funds are
            to be disbursed, which shall comply with the requirements of Section
            2.07.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

      SECTION 2.04. INTENTIONALLY DELETED.

      SECTION 2.05. INTENTIONALLY DELETED.

      SECTION 2.06. INTENTIONALLY DELETED.

      SECTION 2.07. FUNDING OF LOANS.

      (a) Each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds by 12:00
noon, Dallas, Texas time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the

                                       15
<PAGE>
Administrative Agent in Dallas, Texas and designated by the Borrower in the
applicable Borrowing Request.

      (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, Administrative Agent may assume that such Lender has made such share
available on such date in accordance with paragraph (a) of this Section and may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation but in no event in excess of the Ceiling Rate or (ii)
in the case of the Borrower, the interest rate applicable to ABR Loans. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Borrowing.

      (c) The entire unpaid principal balance of each Loan shall be finally due
and payable on the Maturity Date.

      SECTION 2.08. INTEREST ELECTIONS.

      (a) Each Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type
or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
elect Interest Periods therefor, all as provided in this Section. The Borrower
may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.

      (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election in writing by the time that a
Borrowing Request would be required under Section 2.03 if Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such Interest Election Request shall
be irrevocable and shall be evidenced by a written Interest Election Request in
a form approved by the Administrative Agent and signed by the Borrower.

      (c) Each written Interest Election Request shall specify the following
information in compliance with Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be

                                       16
<PAGE>
      specified pursuant to clauses (iii) and (iv) below shall be specified for
      each resulting Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
      Eurodollar Borrowing; and

            (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period."

 If any such Interest Election Request requests a Eurodollar Borrowing but does
 not specify an Interest Period, then the Borrower shall be deemed to have
 selected an Interest Period of one month's duration.

      (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

      (e) If the Borrower fails to deliver a timely Interest Election Request
with respect to a Eurodollar Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, so notifies the Borrower, then, so long as an Event of
Default is continuing (i) no outstanding Borrowing may be converted to or
continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

      SECTION 2.09. TERMINATION OF COMMITMENTS.

      (a) Unless previously terminated, the Commitments terminate on the
Maturity Date.

      (b) The Borrower may at any time terminate, or from time to time reduce,
the Commitments; PROVIDED that (i) each reduction of the Commitments shall be in
an amount that is (A) $250,000, or (B) the sum of an integral multiple of
$100,000 plus $250,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.11, the sum of the Credit Exposures would exceed the
total Commitments.

      (c) The Borrower shall notify the Administrative Agent of any election to
terminate or reduce the Commitments under paragraph (b) of this Section at least
five Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following
receipt of any notice, the Administrative Agent shall advise the Lenders

                                       17
<PAGE>
of the contents thereof. Each notice delivered by the Borrower pursuant to this
Section shall be irrevocable; PROVIDED that a notice of termination of the
Commitments delivered by the Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may
be revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments shall be made ratably among the Lenders in accordance with
their respective Commitments.

      SECTION 2.10. REPAYMENT OF LOANS, EVIDENCE OF DEBT.

      (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal
amount of each Loan on the Maturity Date.

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

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

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

      SECTION 2.11. PREPAYMENT OF LOANS.

      (a) The Borrower shall have the right at any time and from time to time to
prepay the Loans in whole or in part without premium or penalty except as may be
contemplated by this Agreement (including Section 2.16), subject to prior notice
in accordance with paragraph (b) of this Section; provided each partial
prepayment shall be in an aggregate amount that is an integral multiple of
$100,000 and shall not be less than $100,000.

      (b) The Borrower shall notify the Administrative Agent by telecopy or
other written notice of any prepayment hereunder not later than five (5)
Business Days before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing, to be prepaid. Promptly following receipt of any such notice
relating to any Borrowing, the Administrative Agent shall advise the Lenders of
the contents thereof. Each prepayment of any Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.13.

                                       18
<PAGE>
      SECTION 2.12. FEES.

      (a) Borrower shall pay to the Administrative Agent for account of each
Lender a commitment fee on the daily average unused amount of such Lender's
Commitment, for the period from and including the Effective Date to but not
including the earlier of the date such Commitment is terminated and the Maturity
Date, at a rate per annum equal to 3/8ths of 1%. Accrued commitment fees shall
be payable in arrears on the last day of October, January, April and July of
each year and on the date on which the Commitments terminate, commencing on the
first such date to occur after the date hereof; PROVIDED that any commitment
fees accruing after the date on which the Commitments terminate shall be payable
on demand. All commitment fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).

      (b) The Borrower agrees to pay to the Administrative Agent, for its own
account, and, if provided therein, for the account of any other Lenders, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

      (c) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

      SECTION 2.13. INTEREST.

      (a) The Loans comprising each ABR Borrowing shall bear interest at the
Alternate Base Rate plus the Applicable Rate.

      (b) The Loans comprising each Eurodollar Borrowing shall bear interest at
the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus
the Applicable Rate.

      (c) Notwithstanding the foregoing, if any principal of or interest on any
Loan or any fee or other amount payable by the Borrower hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, then such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to the Default Rate; provided, that for the full term of the
debt evidenced hereby the interest rate produced by the aggregate of all sums
paid or agreed to be paid hereunder for the use, forbearance or detention of the
debt evidenced hereby (including, but not limited to, all interest contemplated
by this Section 2.13) shall not exceed the Ceiling Rate.

      (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and upon termination of the Commitments;
PROVIDED that (i) interest accrued pursuant to paragraph (c) of this Section
shall be payable on demand; (ii) in the event of any repayment or prepayment of
any Loan (other than a prepayment of an ABR Loan prior to the end of the
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

                                       19
<PAGE>
      (e) All interest hereunder shall be computed on the basis of a year of 360
days, except that interest computed by reference to the Alternate Base Rate at
times when the Alternate Base Rate is based on the Prime Rate shall be computed
on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted
LIBO Rate and/or LIBO Rate shall be determined by the Administrative Agent, and
such determination shall be conclusive absent manifest error.

      (f) Notwithstanding any provision to the contrary contained in this
Agreement or any of the other Loan Documents, in no case or event shall the
aggregate of (i) all interest on the unpaid balance of any of the debt evidenced
hereby, accrued or paid from the date hereof, and (ii) the aggregate of any
other amounts accrued or paid pursuant to this Agreement or any of the other
Loan Documents, which in either case, under applicable laws are or may be deemed
to constitute interest upon the debt evidenced hereby from the date hereof, ever
exceed the Ceiling Rate. In this connection, Borrower, Administrative Agent and
Lenders stipulate and agree that it is their common and overriding intent to
contract in strict compliance with applicable usury laws (including Chapter 1D).
In furtherance thereof, none of the terms of this Agreement or any of the other
Loan Documents shall ever be construed to create a contract to pay, as
consideration for the use, forbearance or detention of money, interest at a rate
in excess of the Ceiling Rate. Borrower or other parties now or hereafter
becoming liable for payment of the debt evidenced hereby shall never be liable
for interest in excess of the Ceiling Rate. If, for any reason whatever, the
interest paid or received on any debt evidenced hereby during its full term
produces a rate that exceeds the Ceiling Rate, the holder of the instrument
evidencing such debt shall credit against the principal of such debt evidenced
hereby (or, if such debt evidenced hereby shall have been paid in full, shall
refund to the payor of such interest) such portion of said interest as shall be
necessary to cause the interest paid to produce a rate equal to the Ceiling
Rate. All sums paid or agreed to be paid for the use, forbearance or detention
of the debt evidenced hereby shall, to the extent permitted by applicable law,
be amortized, prorated, allocated and spread in equal parts throughout the full
term of this Agreement, so that the interest rate is uniform throughout the full
term of this Agreement. The provisions of this paragraph shall control all
agreements, whether now or hereafter existing and whether written or oral, among
Borrower and Lenders.

      SECTION 2.14. ALTERNATE RATE OF INTEREST. If prior to the commencement of
any Interest Period for a Eurodollar Borrowing:

      (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period; or

      (b) the Administrative Agent is advised by the Required Lenders that the
Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period
will not adequately and fairly reflect the cost to such Lenders (or Lender) of
making or maintaining their Loans (or its Loan) included in such Borrowing for
such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the

                                       20
<PAGE>
Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, (i) any Interest Election Request that requests the conversion of
any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing
shall be ineffective and such Borrowing shall be made as an ABR Borrowing and
(ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing
shall be made as an ABR Borrowing.

      SECTION 2.15. INCREASED COSTS.

      (a)   If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      reflected in the Adjusted LIBO Rate); or

            (ii) impose on any Lender or the London interbank market any other
      condition affecting this Agreement or Eurodollar Loans made by such
      Lender;

      and the result of any of the foregoing shall be to increase the cost to
      such Lender of making or maintaining any Eurodollar Loan (or of
      maintaining its obligation to make any such Loan) or to reduce the amount
      of any sum received or receivable by such Lender hereunder (whether of
      principal, interest or otherwise), then the Borrower will pay to such
      Lender such additional amount or amounts as will compensate such Lender
      for such additional costs incurred or reduction suffered.

      (b) If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loans made by such Lender to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

      (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

      (d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; PROVIDED that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than two hundred seventy (270) days prior to the date
that such Lender notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; PROVIDED further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the two

                                       21
<PAGE>
hundred seventy (270) day period referred to above shall be extended to include
the period of retroactive effect thereof.

      SECTION 2.16. BREAK FUNDING PAYMENTS. In the event of (a) the payment of
any principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked (and the foregoing reference
shall not imply any rights of revocation)), (d) the assignment of any Eurodollar
Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by the Borrower pursuant to Section 2.19, then, in any such
event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate (in the case of a Eurodollar Loan) that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

      SECTION 2.17. TAXES.

      (a) Any and all payments by or on account of any obligation of the
Borrower hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; PROVIDED that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.17) the Administrative Agent or Lender (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

      (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

      (c) The Borrower shall indemnify the Administrative Agent and each Lender,
within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section 2.17) and any

                                       22
<PAGE>
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender shall be conclusive absent manifest error.

      (d) As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to
the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

      (e) Any Foreign Lender that is entitled to an exemption from or reduction
of withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate.

      SECTION 2.18. PAYMENTS GENERALLY, PRO RATA TREATMENT SHARING OF SET-OFFS.

      (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or of amounts payable under
Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, Dallas, Texas
time, on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 712
Main Street, Houston, Texas 77002, except that payments pursuant to Sections
2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in Dollars.

      (b) If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then due hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, towards payment of principal then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal then
due to such parties.

      (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest

                                       23
<PAGE>
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; PROVIDED that (i) if any such participations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

      (d) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation, provided, that for the
full term of the loan the interest rate produced by the aggregate of all sums
paid or agreed to be paid hereunder for the use, forbearance or detention of the
debt evidenced hereby (including, but not limited to, all interest contemplated
by this Section 2.18) shall not exceed the Ceiling Rate.

      (e) If any Lender shall fail to make any payment required to be made by it
pursuant to Section 2.07(b) or 2.18(d), then the Administrative Agent may, in
its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

      SECTION 2.19. MITIGATION OBLIGATIONS, REPLACEMENT OF LENDERS.

      (a) If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to

                                       24
<PAGE>
Section 2.15 or 2.17, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. Such Lender's obligations set forth in this
paragraph are in all respects subject to Borrower's agreement to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

      (b) If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); PROVIDED that (i) the Borrower
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section 2.15 or payments required to be made pursuant to Section 2.17, such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants to the Lenders that:

      SECTION 3.01. ORGANIZATION, POWERS. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

      SECTION 3.02. AUTHORIZATION, ENFORCEABILITY. The Transactions are within
the Borrower's corporate powers and have been duly authorized by all necessary
corporate action. This Agreement has been duly executed and delivered by the
Borrower and constitutes a legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

                                       25
<PAGE>
      SECTION 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. The Transactions (a)
do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained
or made and are in full force and effect, (b) will not violate any applicable
law or regulation or the charter, by-laws or other organizational documents of
the Borrower or any of its Subsidiaries or any order of any Governmental
Authority, (c) will not violate or result in a default under any indenture,
agreement or other instrument binding upon the Borrower or any of its
Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by the Borrower or any of its Subsidiaries, and (d) will not
result in the creation or imposition of any Lien on any asset of the Borrower or
any of its Subsidiaries.

      SECTION 3.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.

      (a) The Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders equity and cash flows (i)
as of and for the fiscal year ended December 31, 1998, and (ii) as of and for
the fiscal quarter and the portion of the fiscal year ended March 31, 1999, in
each case certified by its chief financial officer. All such financial
statements fairly present, in all material respects, the respective financial
condition of the respective entities as at the respective dates, and the
respective results, as the case may be, of operations for the respective periods
ended on said respective dates, all in accordance with GAAP and practices
applied on a consistent basis, subject, in the case of interim statements, to
year-end audit adjustments and the omission of footnote disclosure. Borrower and
its Subsidiaries do not have on the date of this Agreement any material
contingent liabilities, liabilities for taxes, unusual forward or long-term
commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in the most
recent of such balance sheets as at said respective dates.

      (b) As of the Effective Date, there has been no Material Adverse Effect
since March 31, 1999.

      SECTION 3.05. PROPERTIES. Each of the Borrower and its Subsidiaries has
good title to, or valid leasehold interests in, all its real and personal
property material to its business, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

      SECTION 3.06. LITIGATION AND ENVIRONMENTAL MATTERS.

      (a) There are no actions, suits or proceedings by or before any arbitrator
or Governmental Authority pending against or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and that,
if adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.

      (b) Except for the Disclosed Matters, each of Borrower and its
Subsidiaries has obtained all environmental, health and safety permits, licenses
and other authorizations required under all Environmental Laws to carry on its
business as now being or as proposed to be conducted, except

                                       26
<PAGE>
to the extent failure to have any such permit, license or authorization would
not (either individually or in the aggregate) reasonably be expected to have a
Material Adverse Effect. Each of such permits, licenses and authorizations is in
full force and effect and each of Borrower and its Subsidiaries is in material
compliance with the terms and conditions thereof, and is also in material
compliance with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
any applicable Environmental Law or in any regulation, code, plan, order,
decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved thereunder.

      In addition, except for the Disclosed Matters, no notice, notification,
demand, request for information, citation, summons or order has been issued, no
complaint has been filed, no penalty has been assessed and no investigation or
review is pending or to Borrower's knowledge, threatened by any Governmental
Authority or other Person with respect to any alleged failure by a Borrower or
any of its Subsidiaries to have any environmental, health or safety permit,
license or other authorization required under any Environmental Law in
connection with the conduct of the business of the Borrower or any of its
Subsidiaries or with respect to any generation, treatment, storage, recycling,
transportation, discharge or disposal, or any release of any Hazardous Materials
generated by Borrower or any of its Subsidiaries, except to the extent that
failure to have any such environmental, health or safety permit, license, or
other authorization could not (either individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect. All environmental
investigations, studies, audits, tests, reviews or other analyses conducted by
or that are in the possession of Borrower or any of its Subsidiaries in relation
to facts, circumstances or conditions at or affecting any site or facility now
or previously owned, operated or leased by Borrower or any of its Subsidiaries
and that could reasonably be expected to result in a Material Adverse Effect
have been made available to the Lenders.

      (c) Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of a Material Adverse
Effect.

      SECTION 3.07. COMPLIANCE WITH LAWS AND AGREEMENTS. Each of the Borrower
and its Subsidiaries is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.

      SECTION 3.08. INVESTMENT AND HOLDING COMPANY STATUS. Neither the Borrower
nor any of its Subsidiaries is (a) an "investment company" as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

      SECTION 3.09. TAXES. Each of the Borrower and its Subsidiaries has timely
filed or caused to be filed all Tax returns and reports required to have been
filed and has paid or caused to be paid all Taxes required to have been paid by
it, except Taxes that are being contested in good faith

                                       27
<PAGE>
by appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves.

      SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $500,000 the fair market value of the assets of such Plan, and the present
value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $500,000 the fair market value of
the assets of all such underfunded Plans.

      SECTION 3.11. DISCLOSURE. The Borrower has disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither the Confidentiality Agreement nor any of the
other reports, financial statements, certificates or other information furnished
by or on behalf of the Borrower to the Administrative Agent or any Lender in
connection with the negotiation of this Agreement or delivered hereunder (as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

      SECTION 3.12. YEAR 2000. Any reprogramming required to permit the proper
functioning, in and following the year 2000, of (i) the Borrower's computer
systems and (ii) equipment containing embedded microchips (including systems and
equipment supplied by others or with which Borrower's systems interface) and the
testing of all such systems and equipment, as so reprogrammed, will be completed
by September 30, 1999. The cost to the Borrower of such reprogramming and
testing and of the reasonably foreseeable consequences of year 2000 to the
Borrower (including, without limitation, reprogramming errors and the failure of
others' systems or equipment) will not result in a Default or a Material Adverse
Effect.

      SECTION 3.13. PROPRIETARY RIGHTS. Schedule 3.13 lists all of the
Borrower's and its Subsidiaries' material Proprietary Rights, including the name
and mark "United Surgical Partners International, Inc" and all such other
Proprietary Rights as have been registered, as of the Effective Date. As of the
Effective Date, each of the Borrower and its Subsidiaries possesses all material
Proprietary Rights necessary to the conduct of its business, and the loss or
expiration of any Proprietary Right or group of Proprietary Rights, other than
"United Surgical Partners International, Inc, "would not have a Material Adverse
Effect. As of the Effective Date, no such loss or expiration is pending or, to
Borrower's knowledge threatened, with respect to any Proprietary Rights,
including "United Surgical Partners International, Inc." Except as indicated on
Schedule 3.13, as of the Effective Date (a) Borrower and its Subsidiaries own
all right, title and interest in and to all of their Proprietary Rights, (b)
there have been no claims made against Borrower or any Subsidiary thereof for
the assertion of the invalidity, abuse, misuse, or unenforceability of any of
such rights, and there


                                       28
<PAGE>
are no grounds for the same, (c) neither Borrower nor any Subsidiary thereof
have received a notice of conflict with the asserted rights of others within the
last five years, and (d) the conduct of Borrower's and its Subsidiaries'
business has not infringed any Proprietary Rights of others and, Borrower's and
its Subsidiaries' Proprietary Rights have not been infringed by other Persons.
To the best of Borrower's knowledge after reasonable inquiry, its use of the
name "United Surgical Partners International, Inc." would not infringe upon or
otherwise adversely affect the right or-claimed right of any person with respect
to the use of such name and Borrower and each of its Subsidiaries is not
obligated or under any liability whatsoever to make any payments by way of
royalties, fees or otherwise to any owner or licensee of, or other claimant to,
the "United Surgical Partners International, Inc." name with respect to the use
thereof or otherwise.

      SECTION 3.14. SUBSIDIARIES. As of the date of this Agreement, all of
Borrower's Subsidiaries, including Borrower's current ownership interests in
such Subsidiaries, and, separately, all of Borrower's wholly-owned Subsidiaries,
are listed on Schedule 3.14 attached hereto.

                                   ARTICLE IV.
                                   CONDITIONS

      SECTION 4.01. EFFECTIVE DATE. The obligations of the Lenders to make Loans
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

      (a) The Administrative Agent (or its counsel) shall have received from
each party hereto (i) either (A) a counterpart of this Agreement and all other
Loan Documents required to be executed by the Lenders signed on behalf of such
party or (B) written evidence satisfactory to the Administrative Agent (which
may include telecopy transmission of a signed signature page of this Agreement)
that such party has signed a counterpart of this Agreement and (ii) all other
Loan Documents required to be signed by Administrative Agent including the
following:

                          1.   $25,000,000.00 Note
                          2.   Guaranty-Welsh, Carson, Anderson & Stowe
                               VII, L.P.
                          3.   Compliance Certificate
                          4.   Any other document required by
                               Administrative Agent

      (b) The Administrative Agent shall have received a favorable written
opinion (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel for the
Borrower, and of Reboul, MacMurray, Hewitt, Maynard & Kristol, counsel for
Guarantor, substantially in the form of EXHIBIT B and covering such other
matters relating to the Borrower, this Agreement or the Transactions as the
Administrative Agent shall reasonably request. The Borrower hereby requests such
counsel to deliver such opinion.

        (c) The Administrative Agent shall have received such documents and
 certificates as the Administrative Agent or its counsel may reasonably request
 relating to the organization, existence and good standing of the Borrower, the
 authorization of the Transactions and any other legal matters relating to the
 Borrower, this Agreement or the Transactions, all in form and substance
 satisfactory to the Administrative Agent and its counsel.

                                       29
<PAGE>
      (d) The Administrative Agent shall have received a certificate, dated the
Effective Date and signed by the president, a vice president or a Financial
Officer of the Borrower, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 4.02.

      (e) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower hereunder.

      (f) The Administrative Agent shall have received certificates of insurance
evidencing the existence of all insurance (other than workers' compensation)
required to be maintained by Borrower and its Subsidiaries pursuant to Section
5.05 and the designation of the Administrative Agent as the loss payee or
additional named insured, as the case may be, thereunder to the extent required
by Section 5.05, such certificates to be in such form and contain such
information as is specified in Section 5.05.

      In addition, Borrower shall have delivered to the Administrative Agent a
certificate of the chief executive officer or the chief financial officer of
Borrower setting forth the insurance obtained by it in accordance with the
requirements of Section 5.05 and stating that such insurance is in full force
and effect and that all premiums then due and payable thereon have been paid.

      (g) The Administrative Agent shall have received evidence that the
principal of and interest on, and all other amounts owing in respect of, the
Indebtedness (including any contingent or other amounts payable in respect of
letters of credit) indicated on Schedule 6.01 that is to be repaid on or before
the Effective Date, shall have been (or shall be simultaneously) paid in full,
that any commitments to extend credit under the agreements or instruments
relating to such Indebtedness shall have been canceled or terminated and that
all Guarantees in respect of, and all Liens securing, any such Indebtedness
shall have been released (or arrangements for such release satisfactory to the
Administrative Agent shall have been made); in addition, the Administrative
Agent shall have received from any Person holding any Lien securing any such
Indebtedness, such Uniform Commercial Code termination statements, mortgage
releases and other instruments, in each case in proper form for recording or
filing, as the Administrative Agent shall have requested to release and
terminate of record the Liens securing such Indebtedness (or arrangements for
such release and termination satisfactory to the Administrative Agent shall have
been made).

The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 3:00 p.m., Dallas, Texas time, on June
30, 1999 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

      SECTION 4.02. EACH CREDIT EVENT. The obligation of each Lender to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

      (a) The representations and warranties of the Borrower set forth in this
Agreement shall be true and correct on and as of the date of such Borrowing.

                                       30
<PAGE>
      (b) At the time of and immediately after giving effect to such Borrowing,
no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

                                   ARTICLE V.
                              AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full, the Borrower covenants and agrees with the Lenders that:

      SECTION 5.01. FINANCIAL STATEMENTS, AND OTHER INFORMATION. The Borrower
will furnish to the Administrative Agent and each Lender:

      (a) within 120 days after the end of the fiscal year of the Borrower
ending December 31, 1999, and within 90 days after the end of each fiscal year
of Borrower thereafter, its audited consolidated balance sheet and related
statements of operations, stockholders equity and cash flows as of the end of
and for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, all reported on by KPMG Peat Marwick, L.L.P. or
other independent public accountants of recognized national standing (without a
"going concern" or like qualification or exception and without any qualification
or exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;

      (b) within 45 days after the end of each fiscal quarter of each fiscal
year of the Borrower, its consolidated balance sheet and related statements of
operations, stockholders equity and cash flows as of the end of and for such
fiscal quarter and the then elapsed portion of the fiscal year, all certified by
one of its Financial Officers as presenting fairly in all material respects the
financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;

      (c) concurrently with any delivery of financial statements under clause
(a) or (b) above, a fully executed Compliance Certificate, certified by a
Financial Officer of the Borrower as representing fairly in all material
respects the information contained therein;

      (d) concurrently with any delivery of financial statements under clause
(a) above, a certificate of the accounting firm that reported on such financial
statements stating whether they obtained knowledge during the course of their
examination of such financial statements of any Default;

      (e) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Borrower or any Subsidiary with the

                                       31
<PAGE>
Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all of the functions of said Commission, or with any national securities
exchange, or distributed by the Borrower to its stockholders generally, as the
case may be;

      (f) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of this Agreement, as
the Administrative Agent or any Lender may reasonably request; and

      (g) as soon as available and in any event on or before sixty (60) days
after the beginning of each fiscal year of Borrower, a budget for such fiscal
year setting forth anticipated revenues, income, expenses and capital
expenditure items for such fiscal year.

      SECTION 5.02. NOTICES OF MATERIAL EVENTS. The Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the following:

      (a) the occurrence of any Default;

      (b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the
Borrower or any Affiliate thereof that, if adversely determined, could
reasonably be expected to result in a Material Adverse Effect;

      (c) the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Borrower and its Subsidiaries in an aggregate amount exceeding
$100,000;

      (d) as soon as Borrower becomes aware any condition or circumstance which
makes any of the environmental representations or warranties set forth in this
Agreement incomplete, incorrect or inaccurate in any material respect as of any
date; and immediately upon receipt thereof, copies of any material
correspondence, notice, pleading, citation, indictment, complaint, order,
decree, or other document from any source asserting or alleging a violation of
any Environmental Laws by either Borrower, or any of its Subsidiaries, or of any
circumstance or condition which requires or may require, a financial
contribution by Borrower, or any of its Subsidiaries, or a clean-up, removal,
remedial action or other response by or on behalf of Borrower, or any of its
Subsidiaries, under applicable Environmental Law(s), or which seeks damages or
civil, criminal, or punitive penalties from Borrower, or any of its
Subsidiaries, or any violation or alleged violation of Environmental Law(s).

      (e) any Disposition in excess of $500,000 in the aggregate in any twelve
month period;

      (f) any attempt by a third party to collect or enforce accounts payable
against Borrower or any of its Subsidiaries in excess of $250,000; and

      (g) any other development that results in, or could reasonably be expected
to result in, a Material Adverse Effect.

                                       32
<PAGE>
Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

      SECTION 5.03. EXISTENCE, CONDUCT OF BUSINESS. The Borrower will, and will
cause each of its Subsidiaries to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges, patents, trademarks and franchises
material to the conduct of its business; that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.03.

      SECTION 5.04. PAYMENT OF OBLIGATIONS. The Borrower will, and will cause
each of its Subsidiaries to, pay its obligations, including Tax liabilities,
that, if not paid, could result in a Material Adverse Effect before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

      SECTION 5.05. MAINTENANCE OF PROPERTIES; INSURANCE. The Borrower will, and
will cause each of its Subsidiaries to, (a) keep and maintain all Property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations, provided that Borrower
will in any event maintain (with respect to itself and each of its Subsidiaries)
casualty, liability and business interruption insurance in such limits (together
with related retention and/or deductible amounts) as are then customary for
Persons engaged in the same or similar business similarly situated, and shall
designate the Administrative Agent as loss payee with respect to any such
casualty insurance.

      SECTION 5.06. BOOKS AND RECORDS; INSPECTION RIGHTS. The Borrower will, and
will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit
and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested.

      SECTION 5.07. COMPLIANCE WITH LAWS. The Borrower will, and will cause each
of its Subsidiaries to, comply with all laws, rules, regulations and orders of
any Governmental Authority applicable to it or its Property (including, but not
limited to, the issuance or sale of any common stock or other securities),
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

      SECTION 5.08. USE OF PROCEEDS. The proceeds of the Loans will be used to
finance the Borrower's general corporate purposes. No part of any Loan will be
used, whether directly or

                                       33
<PAGE>
indirectly, (a) for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations U and X or (b) for the payment
of any dividends, except for dividends payable on Preferred Stock.

      SECTION 5.09. BUSINESS LOANS. Borrower warrants and represents to
Administrative Agent and Lenders that all Loans are and will be for business,
commercial, Investment or other similar purpose and not primarily for personal,
family, household or agricultural use, as such terms are used in Chapter 1D.

      SECTION 5.10. COMPLIANCE WITH ERISA. If Borrower or any of its
Subsidiaries maintain(s) or establish(es) a Plan subject to ERISA, (a) comply in
all material respects with all requirements imposed by ERISA as presently in
effect or hereafter promulgated, including, but not limited to, the minimum
funding requirements thereof and (b) furnish to Administrative Agent and each
Lender (or cause the plan administrator to so furnish) a copy of the annual
return (including all schedules and attachments) for each Plan covered by ERISA,
and filed with the Internal Revenue Service by Borrower, or any of its
Subsidiaries, not later than thirty (30) days after such report has been so
filed.

      SECTION 5.11. INTENTIONALLY DELETED.

      SECTION 5.12. COOPERATION WITH SYNDICATOR. Borrower agrees actively to
assist Chase Securities Inc. and the Administrative Agent in completing a
syndication of the credit facilities evidenced hereby in a manner satisfactory
to them. Such assistance shall include (a) the Borrower's use of commercially
reasonable efforts to ensure that the syndication efforts benefit materially
from Chase Securities Inc's and the Administrative Agent's existing lending
relationships, (b) direct contact between senior management and advisors of the
Borrower and its Affiliates (including Guarantor) and the proposed Lenders, (c)
assistance in the preparation of a confidential information memorandum and other
marketing materials to be used in connection with the syndication and (d) the
hosting, with Chase Securities Inc., of one or more meetings of prospective
Lenders.

      The Borrower acknowledges and agrees that Chase Securities Inc. will
manage all aspects of any syndication, including decisions as to the selection
of institutions to be approached and when they will be approached, when their
commitments will be accepted, which institutions will participate, the
allocations of the commitments among the Lenders and the amount and distribution
of fees among the Lenders. The Borrower also acknowledges and agrees that in
connection with any proposed syndication Chase Securities Inc. will have no
responsibility other than to arrange the proposed syndication, and that such
responsibility is solely to the Administrative Agent. To assist Chase Securities
Inc. in any syndication efforts, the Borrower agrees promptly to prepare and
provide to Chase Securities Inc. and the Administrative Agent all information
with respect to the Borrower and the transactions evidenced hereby, including
all financial information and budgets, as Chase Securities Inc. may reasonably
request in connection with any arrangement and syndication of the credit
facilities evidenced hereby; provided, however, that such budgets need not be
with respect to time periods more prospective than as set forth in Section
5.01(g). The Borrower acknowledges and agrees that in arranging and syndicating
the credit facilities evidenced hereby Chase Securities Inc. may use and rely on
the financial information and budgets provided by Borrower without independent
verification thereof.


                                       34
<PAGE>
      Any syndication shall be in accordance with Section 9.04(b).

                                   ARTICLE VI.
                               NEGATIVE COVENANTS

      Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full, the
Borrower covenants and agrees with the Lenders that:

      SECTION 6.01. INDEBTEDNESS. The Borrower will not create, incur, assume or
permit to exist any Indebtedness, except:

      (a) Indebtedness created hereunder,

      (b) Indebtedness existing on the date hereof and set forth in Schedule
6.01 and extensions, renewals and replacements of any such Indebtedness that do
not increase the outstanding principal amount thereof;

      (c) Guarantees by the Borrower of Indebtedness or other obligations of any
Subsidiary;

      (d) Indebtedness of the Borrower incurred to finance the acquisition,
construction; improvement of any Person, securities of any Person or fixed or
capital assets, including Capital Lease Obligations and any Indebtedness assumed
in connection with the acquisition of any such assets or secured by a Lien on
any such assets and all improvements, additions and accessions thereto prior to
the acquisition thereof, and extensions, renewals and replacements of any such
Indebtedness that do not increase the outstanding principal amount thereof
(except to the extent of the reasonable out-of-pocket cost of such extension,
renewal or replacement); provided that (i) such Indebtedness is incurred prior
to or within 90 days after such acquisition or the completion of such
construction or improvement and (ii) the aggregate principal amount of
Indebtedness permitted by this clause (d) shall not exceed $1,000,000 at any
time outstanding;

      (e) Indebtedness of Borrower to third parties that has been subordinated
to the Indebtedness created hereunder pursuant to a subordination agreement in
form and content satisfactory to Administrative Agent; and

      (f) Indebtedness of Borrower to Baylor Health Services, a Texas non-profit
corporation, under that certain Convertible Subordinated Promissory Note dated
as of June 1, 1999, in an aggregate principal amount not in excess of
$3,287,234.00.

      SECTION 6.02. LIENS. The Borrower will not create, incur, assume or permit
to exist any Lien on any Property or asset now owned or hereafter acquired by
it, or assign or sell any income or revenues (including accounts receivable) or
rights in respect of any thereof, except:

      (a) Permitted Encumbrances;

                                       35
<PAGE>
      (b) (i) any Lien on any Property or asset of the Borrower existing on the
date hereof and set forth in SCHEDULE 6.02; provided that (A) such Lien shall
not apply to any other Property or asset of the Borrower and (B) such Lien shall
secure only those obligations which it secures on the date hereof and (ii)
extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof (except to the extent of the reasonable
out-of-pocket cost of such extension, renewal or replacement);

      (c) any Lien existing on any Property or asset prior to the acquisition
thereof by the Borrower, provided that (i) such Lien is not created in
contemplation of or in connection with such acquisition, (ii) such Lien shall
not apply to any other Property or assets of the Borrower and all improvements,
additions and accessions thereto and identifiable proceeds thereof, and (iii)
such Lien shall secure only those obligations which it secures on the date of
such acquisition and extensions, renewals and replacements thereof that do not
increase the outstanding principal amount thereof (except to the extent of the
reasonable out-of-pocket cost of such extension, renewal or replacement); and

      (d) Liens on fixed or capital assets acquired, constructed or improved by
the Borrower; provided that (i) such Liens secure Indebtedness permitted by
clause (d) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby
are incurred prior to or within 90 days after such acquisition or the completion
of such construction or improvement, (iii) the Indebtedness secured thereby does
not exceed 100% of the cost of acquiring, constructing or improving such fixed
or capital assets and (iv) such Liens shall not apply to any other Property or
assets of the Borrower and all improvements, additions and accessions thereto
and identifiable proceeds thereof.

      SECTION 6.03. FUNDAMENTAL CHANGES. Except for transactions permitted by
Section 6.04 (whether by merger, consolidation, purchase of securities or
otherwise), the Borrower will not merge into, acquire or consolidate with any
other Person, or permit any other Person (including but not limited to any
professional association) to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or any substantial part of its assets, or all or substantially
all of the stock of any of its Subsidiaries (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing; provided that any such merger involving a Person
that is not a wholly owned Subsidiary immediately prior to such merger shall not
be permitted unless also permitted by Section 6.04.

      SECTION 6.04. INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS.
The Borrower will not purchase, hold or acquire (including pursuant to any
merger with any Person that was not a wholly owned Subsidiary prior to such
merger) any capital stock, evidences of indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing)
of, make or permit to exist any loans or advances to, Guarantee any obligations
of, or make or permit to exist any Investment or any other interest in, any
other Person, or purchase or otherwise acquire (in one transaction or a series
of transactions) any assets of any other Person constituting a business unit,
except:

      (a) Permitted Investments;

                                       36
<PAGE>
      (b) Investments by the Borrower existing on the date hereof in the capital
stock, partnership or other ownership interests of its Subsidiaries;

      (c) Investments made by the Borrower in any Subsidiary and made by any
Subsidiary in the Borrower or any other Subsidiary;

      (d) Guarantees constituting Indebtedness permitted by Section 6.01;

      (e) the redemption by Borrower of its issued and outstanding capital stock
for (i) cash consideration of up to $2,000,000 in the aggregate during the term
of this Agreement and/or (ii) the cancellation by Borrower of certain promissory
notes held by Borrower representing Indebtedness owed to Borrower by its current
or former employees, directors and consultants;

      (f) acquisition of assets, stock or other securities or similar interests
(whether by merger, consolidation or otherwise) of any other Person in
Borrower's line of business; and

      (g) Investments in promissory notes that represent Indebtedness owed to
Borrower by employees, directors and consultants of Borrower, which promissory
notes were executed and delivered in consideration of the issuance of capital
stock of Borrower.

      SECTION 6.05. HEDGING AGREEMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any Hedging Agreement, other than
Hedging Agreements entered into in the ordinary course of business to hedge or
mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct
of its business or the management of its liabilities.

      SECTION 6.06. INTENTIONALLY DELETED.

      SECTION 6.07. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and
will not permit any of its Subsidiaries to, sell, lease or otherwise transfer
any Property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) at prices and on terms and conditions not less favorable
to the Borrower or such Subsidiary than could be obtained on an arm's-length
basis from unrelated third parties or (b) transactions between or among the
Borrower and its wholly-owned Subsidiaries not involving any other Affiliate.

      SECTION 6.08. RESTRICTIVE AGREEMENTS. The Borrower will not, directly or
indirectly enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower to create, incur or permit to exist any Lien upon any of
its material Property or assets, or (b) the ability of Borrower to pay dividends
or other distributions with respect to any shares of its capital stock or to
make loans or advances to any Subsidiary or to Guarantee Indebtedness of any
Subsidiary; provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Loan Document or TOPS Loan Document, (ii)
the foregoing shall not apply to restrictions and conditions existing on the
date hereof identified on SCHEDULE 6.08 or any extension, renewal, amendment or
modification thereof which does not expand the scope of any such restriction or
condition (but the foregoing shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such

                                       37
<PAGE>
restriction or condition), (iii) clause (a) of the foregoing shall not apply to
customary restrictions and conditions contained in agreements relating to the
sale of a Subsidiary or an asset pending such sale, provided such restrictions
and conditions apply only to the Subsidiary or asset that is to be sold and such
sale is permitted hereunder, and (iv) clause (a) of the foregoing shall not
apply to customary provisions in leases, licenses and other contracts
restricting the assignment thereof.

       SECTION 6.09. INTENTIONALLY DELETED.

       SECTION 6.10. INTENTIONALLY DELETED.

       SECTION 6.11. INTENTIONALLY DELETED.

      SECTION 6.12. NATURE OF BUSINESS. Borrower and its Subsidiaries presently
engaged in such business will not discontinue as their principal business
activity the ownership and operation of hospitals, surgical centers and other
medical facilities; nor will Borrower or any Subsidiary change the conduct of
their businesses as presently being conducted or engage in any new or different
business if the result thereof would be to materially and substantially change
the business of Borrower and its Subsidiaries taken as a whole.

      SECTION 6.13. NO AMENDMENT. Borrower will not alter, modify or otherwise
amend any contract or agreement including, without limitation, the Management
Agreement with respect to TOPS Specialty Hospital) currently or hereafter in
existence, the effect of which could reasonably be expected to cause a Material
Adverse Effect.

      SECTION 6.14. FISCAL YEAR. Borrower shall not, and shall cause its
Subsidiaries not to, change Borrower's or any of its Subsidiaries' fiscal year
without Administrative Agent's prior written approval.

                                  ARTICLE VII.
                                EVENTS OF DEFAULT

      If any of the following events ("Events of Default") shall occur:

      (a) the Borrower shall fail to pay any principal of any Loan when and as
the same shall become due and payable, whether at the due date thereof or at a
date fixed for prepayment thereof or otherwise;

      (b) the Borrower shall fail to pay any interest on any Loan or any fee or
any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement, when and as the same shall become due and
payable, and such default shall continue for a period ending on the earlier of
five (5) calendar days or three (3) Business Days thereafter;

      (c) any representation or warranty made or deemed made by or on behalf of
the Borrower or any Subsidiary in or in connection with this Agreement or any
amendment or modification hereof or waiver hereunder, or in any report,
certificate, financial statement or other document furnished

                                       38
<PAGE>
pursuant to or in connection with this Agreement or any amendment or
modification hereof or waiver hereunder, shall prove to have been incorrect when
made or deemed made;

      (d) the Borrower shall fail to observe or perform any covenant, condition
or agreement contained in this Agreement or any of the other Loan Documents and
such Default shall continue for a period of ten (10) Business Days thereafter;
provided that such cure period shafl not apply to any failure to observe or
perform the covenants set forth in Sections 5.02, 5.03, 5.08 and Article VI of
this Agreement;

      (e) the Borrower or any Subsidiary shall fail to make any payment (whether
of principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable subject to any
applicable grace or cure period;

      (f) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; provided that this clause (f) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer, in either case
not prohibited by this Agreement, of the Property or assets securing such
Indebtedness;

      (g) any event or condition occurs resulting in a default or event of
default in respect of any Material Indebtedness in excess of $1,000,000, subject
to any applicable grace or cure period;

      (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower or any Subsidiary or its debts, or of a substantial
part of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower or any Subsidiary or for a substantial part of its assets, and,
in any such case, such proceeding or petition shall continue undismissed for 60
days or an order or decree approving or ordering any of the foregoing shall be
entered;

      (i) the Borrower or any Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of;
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part of
its assets, (iv) file an answer admitting the material allegations of a petition
filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors or (vi) take any action for the purpose of effecting any of
the foregoing;

      (j) the Borrower or any Subsidiary shall become unable, admit in writing
its inability or fail generally to pay its debts as they become due;

                                       39
<PAGE>
      (k) one or more judgments for the payment of money in an aggregate amount
in excess of $250,000 shall be rendered against the Borrower, any Subsidiary or
any combination thereof and the same shall remain undischarged for a period of
30 consecutive days during which execution shall not be effectively stayed, or
any action shall be legally taken by a judgment creditor to attach or levy upon
any assets of the Borrower or any Subsidiary to enforce any such judgment;

      (1) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect;

      (m) a Change in Control shall occur;

      (n) if any of this Agreement, the Notes, the Guaranty or the documents
referenced in Sections 4.01(b), (c), (d) or (f) of this Agreement, including any
and all amendments, modifications, renewals or extensions thereto, shall be
terminated, revoked (including any revocation of the Guaranty, as to
Indebtedness of Borrower incurred after the effectiveness of such revocation),
or otherwise rendered void or unenforceable, in any case, without Lender's prior
written consent;

      (o) any Event of Default shall occur under that certain Credit Agreement
dated on or about the date hereof by and among TOPS Specialty Hospital, Ltd., as
Borrower, and Chase Bank of Texas, National Association, as Administrative Agent
and all lender parties thereto; or

      (p) Borrower or any Subsidiary shall fail to observe or perform any
covenant, condition or agreement contained in any contract or other agreement
(including any hospital or surgical center management agreement and any limited
partnership agreement (or similar agreement) pertaining to a hospital or a
surgical center), subject to applicable grace or cure period, which failure
shall result in a Material Adverse Effect;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately and in case of any event with respect to the Borrower
described in clause (h) or (i) of this Article, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable. Except
to the extent, if any, that notice of Default is expressly required herein or in
any of the other Loan Documents, Borrower and any and all co-makers, endorsers,
guarantors and sureties severally waive notice (including, but not limited to,
notice of intent to accelerate and notice of acceleration, notice of protest and
notice of dishonor), demand, presentment for payment, protest, diligence in
collecting and the filing of suit for the purpose of fixing liability and
consent that the time of payment of any and all Indebtedness

                                       40
<PAGE>
evidenced by the Loan Documents may be extended and re-extended from time to
time without notice to any of them. Each such person agrees that his, her or its
liability on or with respect to this Agreement and the other Loan Documents
shall not be affected by any release of or change in any guaranty or security at
any time existing or by any failure to perfect or to maintain perfection of any
Lien against or security interest in any such security or the partial or
complete unenforceability of any guaranty or other surety obligation, in each
case in whole or in part, with or without notice and before or after maturity.

                                  ARTICLE VIII.
                            THE ADMINISTRATIVE AGENT

      Each of the Lenders hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof, together with such actions and powers as are reasonably
incidental thereto.

      The bank serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

      The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

                                       41
<PAGE>
      The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

      The Administrative Agent may perform any and all its duties and exercise
its rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

      Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right, with the consent (not to be unreasonably
withheld) of the Borrower, to appoint a successor. If no successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent which shall be a bank with an
office in Dallas, Texas or an Affiliate of any such bank. Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

      Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any related agreement or any
document furnished hereunder or thereunder.

                                       42
<PAGE>
                                   ARTICLE IX.
                                  MISCELLANEOUS

      SECTION 9.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

       (a)   if to the Borrower:

             United Surgical Partners International, Inc.
             17103 Preston Road, Suite 200 North
             Dallas, Texas 75248
             Attention: James K. Lines
             Tel: 972-713-3519
             Fax: 972-713-3550

             with a copy to:

             Akin, Gump, Strauss, Hauer & Feld, L.L.P.
             1700 Pacific Avenue
             Suite 4100
             Dallas, Texas 75201
             Attention: Alan L. Laves, P.C.
             Tel: (214) 969-2800
             Fax: (214) 969-4343

       (b)   if to the Administrative Agent:

             Chase Bank of Texas, National Association
             100 North Central Expressway
             Richardson, Texas 75080
             Attention: Ellen W. Smith
             Tel: 972-680-7348
             Fax: 972-680-7377

             and

             Chase Securities Inc.
             707 Travis Street, 8th Floor
             Houston, Texas 77002
             Attention: Troy Taylor
             Tel: 713-216-1267
             Fax: 713-216-4583
             and

                                       43
<PAGE>
             Agency Services
             Chase Bank of Texas, N.A.
             One Chase Manhattan Plaza, 8th Floor
             New York, New York 10081
             Tel: 212-552-7943
             Fax: 212-522-7490
             Attention: Muniram Appanna

             with a copy to:

             Locke Liddell & Sapp LLP
             2200 Ross Avenue, Suite 2200
             Dallas, Texas 75201
             Attention: Russell F. Coleman, P.C.
             Tel: (214) 740-8686
             Fax: (214) 740-8800

      (c) if to any other Lender, to it at its address (or telecopy number) set
forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

      SECTION 9.02. WAIVERS, AMENDMENTS.

      (a) No failure or delay by the Administrative Agent or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

      (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each

                                       44
<PAGE>
Lender affected thereby, (iii) postpone the scheduled date of payment of the
principal amount of any Loan or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a
manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, or (v) change any of the provisions
of this Section 9.02 or the definition of "Required Lenders" or any other
provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the written consent of each Lender; provided
further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent hereunder without the prior written
consent of the Administrative Agent.

       SECTION 9.03. EXPENSES, INDEMNITY, DAMAGE WAIVER.

      (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facility provided for
herein, the preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated) and (ii) all
out-of-pocket expenses incurred by the Administrative Agent or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with this Agreement, including its rights
under this Section, or in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during any "workout," restructuring or
negotiations in respect of such Loans.

      (b) If Administrative Agent or any of the Lenders, their successors or
assigns retains an attorney in connection with any default or to collect,
enforce or defend this Agreement or any of the Loan Documents in any lawsuit or
in any reorganization, bankruptcy or other proceeding, or if Borrower sues
Administrative Agent or any Lender in connection with this Agreement or any of
the Loan Documents and does not prevail, then Borrower agrees to pay to
Administrative Agent or any Lender, in addition to principal and interest; all
reasonable costs and expenses incurred by such Lender in trying to collect the
Indebtedness or in any such suit or proceeding, including reasonable attorneys'
fees. To the extent not prohibited by applicable law, Borrower will pay all
costs and expenses and reimburse Administrative Agent or any Lenders for any and
all expenditures of every character incurred or expended from time to time,
regardless of whether or not a default has occurred, in connection with (a)
the preparation, negotiation, documentation, closing, renewal, revision,
modification, increase, review or restructuring of this Agreement or any of the
Loan Documents, including legal, accounting, auditing, architectural engineering
and inspection services and disbursements, or in connection with collecting or
attempting to enforce or collect this Agreement or any of the other Loan
Documents, (b) Administrative Agent's or Lenders' evaluating, monitoring,
administrating and protecting any collateral ("Collateral") now or hereafter
securing payment of any part of this Agreement or any of the Loan Documents and
(c) Administrative Agent's or Lenders' creating, perfecting and realizing upon
Administrative Agent's or Lenders' security interests in and Liens on any
Collateral, and all costs and expenses relating to Administrative Agent's or
Lenders' exercising any of its rights and remedies hereunder or under any other
Loan Document

                                       45
<PAGE>
or at law, including, without limitation, all appraisal fees, consulting fees,
filing fees, taxes, (other than Excluded Taxes) brokerage fees and commissions,
title review and abstract fees, Uniform Commercial Code search fees, other fees
and expenses incident to title searches, reports and security interests, escrow
fees, attorneys' fees, legal expenses, court costs, other fees and expenses
incurred in connection with any complete or partial liquidation of any
Collateral and all fees and expenses for any professional services relating to
the Collateral or any operations conducted in connection with it; provided, that
no right or option granted by Borrower to Administrative Agent or any Lender or
otherwise arising pursuant to any provision of this or any other instrument
shall be deemed to impose or admit a duty on Administrative Agent or any Lender
to supervise, monitor or control any aspect of the character or condition of the
Collateral or any operations conducted in connection with it for the benefit of
Borrower or any other person or entity other than Administrative Agent or any
Lender. BORROWER AGREES TO INDEMNIFY, DEFEND AND HOLD ADMINISTRATIVE AGENT AND
ANY LENDER, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS, ATTORNEYS, ADVISORS
AND EMPLOYEES (COLLECTIVELY "INDEMNIFIED PARTIES") HARMLESS FROM AND AGAINST ANY
AND ALL LOSS, LIABILITY, OBLIGATION, DAMAGE, PENALTY, JUDGMENT, CLAIM,
DEFICIENCY, EXPENSE, ACTION, SUIT, COST AND DISBURSEMENT OF ANY KIND OR NATURE
WHATSOEVER (INCLUDING INTEREST, PENALTIES, ATTORNEYS' FEES AND AMOUNTS PAID IN
SETTLEMENT), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE
OF ANY OF THE INDEMNIFIED PARTIES, IMPOSED ON, INCURRED BY OR ASSERTED AGAINST
THE INDEMNIFIED PARTIES GROWING OUT OF OR RESULTING FROM THIS AGREEMENT, ANY
LOAN DOCUMENT OR ANY TRANSACTION OR EVENT CONTEMPLATED HEREIN OR THEREIN (EXCEPT
THAT SUCH INDEMNITY SHALL NOT BE PAID TO ANY INDEMNIFIED PARTY TO THE EXTENT
THAT SUCH LOSS, ETC. DIRECTLY RESULTS FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF AN INDEMNIFIED PARTY). If any person or entity (including, without
limitation, Borrower or any of its affiliates) ever alleges gross negligence or
willful misconduct by an Indemnified Party, the full amount of indemnification
provided for in this Agreement shall nonetheless be paid upon demand, subject to
later adjustment or reimbursement at such time--if any--as a court of competent
jurisdiction enters a final judgment as to the extent and effect of the alleged
gross negligence or willful misconduct. Any amount to be paid under this Section
by Borrower to Administrative Agent or any Lender shall be a demand obligation
owing by Borrower to Administrative Agent or any Lender and shall bear interest
from the date of expenditure until paid at the Alternate Base Rate until demand,
and thereafter at the Default Rate.

      (c) To the extent that the Borrower fails to pay any amount required to be
paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, as the
case may be, such Lender's Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent in its capacity as such.

      (d) To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnified Party, on any
theory of liability (including, without limitation, strict liability), for
special, indirect, consequential or punitive damages (as opposed to

                                       46
<PAGE>
direct or actual damages) arising out of, in connection with, or as a result of,
this Agreement or any agreement or instrument contemplated hereby, the
Transactions or any Loan.

      (e) All amounts due under this Section shall be payable promptly after
written demand therefor.

      SECTION 9.04. SUCCESSORS AND ASSIGNS.

      (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

      (b) Any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it); provided that (i) except in
the case of an assignment to a Lender or an Affiliate of a Lender, each of the
Borrower and the Administrative Agent must give their prior written consent to
such assignment (which consent shall not be unreasonably withheld), (ii) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender's Commitment,
the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not be less
than $5,000,000 unless each of the Borrower and the Administrative Agent
otherwise consent, (iii) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Agreement, (iv) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,000, (v) the assignee, if it shall not be
a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire, and (vi) if the Commitments are then in an amount equal to or
less than the amount of the Commitments on the Effective Date, the Guaranty is
in full force and effect and this Agreement shall not have been amended or
otherwise modified in any material respect (and for purposes of this clause (vi)
any amendment of a covenant in Article VI or a provision in Article VII shall be
deemed material), then not more than three (3) Lenders at any one time shall be
parties to this Agreement and provided further that any consent of the Borrower
otherwise required under this paragraph shall not be required if an Event of
Default under clause (h) or (i) of Article VII has occurred and is continuing.
Subject to acceptance and recording thereof pursuant to paragraph (d) of this
Section, from and after the effective date specified in each Assignment and
Acceptance the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and

                                       47
<PAGE>
obligations under this Agreement, such Lender shall cease to be a party hereto
but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17
and 9.03 and shall continue to be bound by its obligations under Section 9.12).
Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

      (c) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in the United States 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 Commitments of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

      (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

      (e) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "PARTICIPANT") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it); provided that (i) such Lender's obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrower or the Administrative 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. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; PROVIDED
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (f) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender.

      (f) A Participant shall not be entitled to receive any greater payment
under Section 2.15 or 2.17 than the applicable Lender would have been entitled
to receive with respect to the

                                       48
<PAGE>
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.17 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.17(e) as though it were a
Lender.

      (g) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto or be
used as a device to avoid compliance with Section 9.04(b).

      SECTION 9.05. SURVIVAL. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17, 9.03 and 9.12 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Commitments or the termination of this Agreement or any
provision hereof.

      SECTION 9.06. COUNTERPARTS: INTEGRATION EFFECTIVENESS. This Agreement may
be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements end understandings,
oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures
of each of the other parties hereto, and thereafter shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

      SECTION 9.07. SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of

                                       49
<PAGE>
the remaining provisions hereof, and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

      SECTION 9.08. RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final, but excluding deposits that such Lender knows are held in
a fiduciary capacity for the benefit of others) at any time held and other
obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of the Borrower against any of and all the obligations of the
Borrower now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured. The rights of each
Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

      SECTION 9.09. GOVERNING LAW, JURISDICTION, CONSENT TO SERVICE OF PROCESS.

      (a) VENUE; CHOICE OF LAW. This Agreement is performable in Dallas County,
Texas, which shall be a proper place of venue for suit on or in respect of this
Agreement. Borrower hereby irrevocably agrees that any legal proceeding in
respect of this Agreement shall be brought in the district courts of Dallas
County, Texas, or in the United States District Court for the Northern District
of Texas, Dallas Division (collectively, the "SPECIFIED COURTS"). Borrower
hereby irrevocably submits to the nonexclusive jurisdiction of the state and
federal courts of the State of Texas. Borrower hereby irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any of the Loan Documents brought in any Specified
Court, and hereby further irrevocably waives any claims that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum. Borrower further (1) agrees to designate and maintain an
agent for service of process in the City of Dallas in connection with any such
suit, action or proceeding and to deliver to Lenders evidence thereof and (2)
irrevocably consents to the service of process out of any of the Specified
Courts in any such suit, action or proceeding by the mailing of copies thereof
by certified mail, return receipt requested, postage prepaid, to Borrower.
Nothing herein shall affect the right of Administrative Agent or any Lender to
commence legal proceedings or otherwise proceed against Borrower in any
jurisdiction or to serve process in any manner permitted by applicable law.
Borrower agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS, WITHOUT
REFERENCE TO ITS CHOICE OF LAW PRINCIPLES, AND THE UNITED STATES OF AMERICA FROM
TIME TO TIME IN EFFECT.

      (b) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

                                       50
<PAGE>
      SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      SECTION 9.11. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

      SECTION 9.12. CONFIDENTIALITY. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any Governmental Authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower; PROVIDED, that with respect to clauses (b) and (c)
above, that unless specifically prohibited by applicable law or court order, the
party to whom such applicable request is made agrees, prior to disclosure
thereof, to notify Borrower of any request for disclosure of any such non-public
information (A) by any Governmental Authority or representative thereof (other
than any such request in connection with an examination of such party's
financial condition by such Governmental Authority) or (B) pursuant to legal
process. For the purposes of this Section, "INFORMATION" means all information
received from the Borrower relating to the Borrower or its business, other than
any such information that is available to the Administrative Agent or any Lender
on a nonconfidential basis prior to disclosure by the Borrower; PROVIDED that,
in the case of information received from the Borrower after the date hereof,
such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

                                       51
<PAGE>
            NOTICE PURSUANT TO TEX. BUS. & COMM. CODE ss.26.02:

       THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE
 PARTIES SUBSTANTIALLY CONCURRENTLY HEREWITH TOGETHER CONSTITUTE A WRITTEN LOAN
 AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
 BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
 AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
 PARTIES.

                          [REMAINDER OF THIS PAGE
                        INTENTIONALLY LEFT BLANK]

                                       52
<PAGE>
       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
 duly executed by their respective authorized officers as of the day and year
 first above written.

                                     UNITED SURGICAL PARTNERS
                                     INTERNATIONAL, INC.


                                     By: /s/ JAMES K. LINES
                                     Name:   James K. Lines
                                     Title:  Chief Financial Officer


                                     CHASE BANK OF TEXAS, NATIONAL
                                     ASSOCIATION, individually and
                                     as Administrative Agent

                                     By: /s/ ELLEN W. SMITH
                                     Name:   Ellen W. Smith
                                     Title:  Vice President


                                       53
<PAGE>

                                  Schedule 3.06

                                Disclosed Matters

TOPS Specialty Hospital. Ltd.

A.    Medical Malpractice Claims

      1.    Alexander et al. v. TOPS Specialty Hospital, Ltd. et al.

            o     Case Info:  Cause No. 97-51309; 190th Judicial District Court
                              of Harris County, Texas

            o     Date:       September 19, 1997

            o     Service:    February 12, 1998

            o     Background: Mark Alexander allegedly died as a result of a
                              cardiac arrest suffered during surgery to remove a
                              cyst on his shoulder at Columbia TOPS Surgical
                              Specialty Hospital.

            o     Status:     Litigation being handled through malpractice
                              carrier, Health Care Indemnity, Inc. (policy
                              #HCII-10197; file #23063)

      2.    Threatened: During the evening of July 9, 1998, a patient admitted
            to the hospital was found next to his bed with his left leg still
            secured to the CPM. On August 7, 1998, the patient sent the hospital
            notice that a CAT scan showed a stress fracture of the left hip. The
            malpractice carrier has been notified of this claim.

B.    Other Litigation l Investigations

      1.    United States of American ex rel. James F. Alderson v. Columbia/HCA
            Healthcare Corp., Healthtrust-The Hospital Company and Quorum Health
            Group, Quorum Health Resources Inc. and All Other Hospitals owned or
            managed by them since January 1, 1984, Case No. 97-2035-CIV-T-23E,
            in the Middle District of Florida, Tampa Division

                  This matter was unsealed on October 5, 1998. The Government
                  intervened in this action on October 1, 1998. The Complaint
                  was originally filed in Montana in 1993 but was later
                  transferred to Florida. The Complaint alleges that defendants
                  made false statements in annual Medicare cost reports over a
                  period of ten years. The Complaint further alleges that
                  defendants engaged in a scheme of filing improper
                  reimbursement claims while keeping a "secret" set of books
                  which were known as "reserve cost reports" and concealing
                  these books from Medicare auditors. The Government has not yet
                  served the Complaint on defendants.

      2.    Government Investigation: Physician Contract AID Subpoena

                  On or about January 9, 1998, Columbia/HCA Healthcare
                  Corporation received a subpoena from the U.S. Attorney for the
                  Middle District of Florida requesting records concerning
                  physician contracts, DME,


                                      S-1
<PAGE>

                  pharmacy services contracts and similar kinds of arrangements.
                  The relevant time period for the documents requested by the
                  subpoena is 1/1/89 through 1/21/98.

      3.    Columbia/HCA Healthcare Corporation ("Columbia") and/or its
            affiliates are defendants in various cases that are potentially
            national or regional in scope. Please refer to the Columbia's
            quarterly report filed with the Securities and Exchange Commission
            on form 10-K for the period ending December 31, 1998 for a
            description of the cases.

USP North Texas, Inc.

A.    Health Care Liability

      1.    McCarter vs. North Texas Surgery Center (NTSC)

            o     Date:       August 12, 199$

            o     Service:    Notice pursuant to Article 4590i, Section 4.01(a)
                              of Vernon's Annotated Civil Statutes made on
                              January 26, 1999.

            o     Background: Mr. McCarter, a man in his 70's, complains he was
                              administered an unknown drug which allegedly
                              caused his blood pressure to drop dangerously low
                              during a surgical procedure at NTC to remove
                              in-grown eyelashes.

            o     Status:     Claim currently being pursued through Article
                              4590i of Vernon's Annotated Civil Statutes by AIG
                              Technical Services, the insurance carrier (File
                              #394-003068). The insurance company has assigned
                              the defense and investigation of the claim to Ms.
                              Lynn Sessions of Cowles & Thompson. As of June 24,
                              1999, depositions had been taken. Current reserve
                              for this claim is $25,000.

Instituto Policlinico Santa Teresa, S.A.

A.    Labor Matters

      1.    Mercantile contracts actually in force with nine medical
            professionals, designed to establish the terms of their
            collaboration, could be considered to indicate an employment
            relationship. The liability with the social security authorities in
            this regard has been estimated by United Surgical Partners Europe,
            S.L.'s ("USPE"') legal advisors at Ptas. 56 million.

      2.    Miguel Angel Freijeiro Amorin vs Instituto Policlinico Santa Teresa

            o     Date:        April 3, 1998

            o     Liability:   50 Million Ptas.

            o     Description: Former employee claims to have contracted
                               hepatitis C virus as a result of an on the job
                               accident.


                                      S-2
<PAGE>

            o     Status:     Process was accomplished; currently awaiting;
                              sentence to be given by the Court. Last Court
                              appointment was in March, 1999.

            o     Attorneys:  Luis Perez Lago (Despacho de abogados Torres y
                              Diaz, s.l.)

B.    Tax Matters

      1.    Inspection by the tax authorities, of the income tax returns for
            1984, 1985 and 1986 have given rise to additional assessments of
            Ptas. 25 Million, including delay interest. These assessments have
            been appealed by the company. Provision has been made to cover this
            contingency.

      The above risks have been guaranteed by the vendor for a period of five
            years prior to the purchase date.

Clinica Maternal Nuestra Senora de la Esperanza, S.L.

A.    Medical Malpractice

      1.    Jose Maria Saez de Adana Saenz vs Rafael Resines Llorente, lquimesa
            and Clinica Nuestra Senora de la Esperanza

            o     Date:        November 16, 1998

            o     Liability:   205 Million Ptas.

            o     Description: Son of the claimant had an apnea crisis three or
                               four hours after birth. Child suffers brain
                               atrophy due to neonatal meningitis, produced by a
                               sepsis originated by a renal infection.

            o     Status:      Criminal Court acquitted defendants in April
                               1998. Civil trial period in Court of 1st instance
                               No. 5 in Vitoria-Gasteiz. Liabilities should be
                               covered by indemnification by vendors.

            o     Attorneys:   Jose Vidal Sucunza (Barristers Vitoria school
                               Dean-also was attorney when the criminal
                               judgement took place)

B.    Tax Matters

      1.    Briones, Alonso y Martin Rodes & Sala, USPE's legal advisors, have
            identified tax contingencies of Ptas. 39 million for the years open
            to inspection by the Spanish tax authorities. The company had not
            recorded this liability in its financial statements as of 31
            December, 1998.

      The vendor has extended a guarantee of Ptas. 50 million to USPE in respect
of this contingent liability.

Sagrado Corazon Group*

A.    Medical Malpractice

      1.    Phillipe Andre Gillis vs Jesus Bravo Ferrer, Ovidio Belda Laguna and
            Clinica Sagrado Corazon.


                                      S-3
<PAGE>

            o     Date:        March 14, 1999

            o     Liability:   23.9 Million Ptas.

            o     Description: After being treated for gastroenteritis, the
                               claimant was admitted to Clinica Sagrado Corazon
                               where he underwent two colonoscopics. During the
                               second procedure, he suffered an intestinal
                               perforation which required urgent surgery to
                               remove part of the large and small intestine.

            o     Status:      Trial period is about to be transferred to the
                               parties from No. 3 Court of 1st instance in
                               Seville. The insurance company which covers
                               Clinica Sagrado Corazon is currently handling
                               this claim.

B.    Tax/Labor Matters

      1.    Briones, Alonso y Martin Rodes & Sala, USPE's legal advisors, have
            identified tax contingencies amounting to Ptas. 477 million. They
            have also identified social security contingencies of Ptas. 58
            million as many of the doctors, nurses and paramedics engaged by the
            Sagrado Corazon Group as external professionals should be considered
            as employees under Spanish labor legislation. The above
            contingencies have not been accrued for in the subsidiaries'
            financial statements.

      2.    The personnel of the Sagrado Corazon Group are covered by the
            Collective Labor Agreement prevailing in the province of Seville for
            employees of hospitals, and inpatient and outpatient health centers.
            Under this agreement, employees who retire alter more than 5 years
            of continued services to the Sagrado Corazon Group are entitled to
            receive a one-time payment equivalent to one months' salary for
            every 3 years' service. Based on current economic conditions, the
            Sagrado Corazon Group has decided to not provide for any retirement
            liability.

*Sagrado Corazon Group consists of (1) Centros Penfericos Asistenciales, S.L.;
(2) Servico-Resonancia-TAC-Vascular Clinica Sagrado Corazon, S.L.; (3)
Laboratorio del Dr. Repetto, S.L.; (4) R-E-Asesores, S.L.; (5) Servicio de
Radiologia Sagrado Corazon, S.A.; (6) Clinica Sagrado Corazon, S.A.; (7)
Contechos, S.L.; (8) Hospitales Andaluces, S.L.; (9) Hospitalizacion y
Servicios, S.A. and (10) Servicios Asistenciales Clinica Sagrado Corazon, S.A.

A.    Medical Malpractice

      1.    Isabel Ferragut Pallach vs Enrique Rubio Garcia, Benjamin Guix
            Melchor and lnstituto Universitario Dexeus

            o     Date:        January 25, 1999

            o     Liability:   1.000 M Ptas.

            o     Description: The patient, son of the claimant, was in
                               psychiatric treatment and was treated with gamma
                               ray radiotherapy in Dexeus. 15 months after the
                               treatment received in Dexeus, the patient
                               allegedly began losing memory, twisting his mouth
                               and dragging his feet. Subsequently, the patient
                               was diagnosed with secondary process to
                               radionechrosis.


                                      S-4
<PAGE>

            o     Status:      This claim was presented to a Penal Court and the
                               defendants were declared innocent. The claim has
                               since been filed in civil court. The current
                               status is that the defendants have presented a
                               defense plea in the No. 5 Court of 1st instance
                               in Barcelona.

C.    Labor

      1.    Carmen Roma vs Instituto Universitario Dexeus

            o     Date:        March 12, 1999

            o     Liability:   19.5 Million Ptas.

            o     Description: Former finance director of company argues she was
                               terminated illegally and asks for a severance
                               damages.

            o     Status:      The company has agreed to pay claimant 19.5
                               Million Ptas. The claim has been budgeted and 18
                               Million Ptas. were provided for since January
                               1999 for severance costs.


                                      S-5
<PAGE>

                                  Schedule 3.13

                               Proprietary Rights

      The following is a list of trade names material to the Borrower and its
Subsidiaries. The Company has not registered any of its trade names and has no
other material Proprietary Rights.

Alpha Quirurgica #
Arlington Surgicare Partners, Ltd.
Baylor Surgicare
Baptist Physicians Pavillion
Centro de Patologia Celular, S.A.
Centro Radiologica Juan XXIII #
Centro Radiologico, S.A. #
Centros Perifericos Asistenciales, S.L.
Clinica Esperanza
Clinica Maternal Nuestra Senora de la Esperanza, S.A.
Clinica Sagrado
Clinica Sagrado Corazon, S.A.
Columbia Healthcare Corporation of Spain, S.L.
Contechos, S.L.
Creekwood Surgery Center
Creekwood Surgery Center, L.L.C.
Dallas Surgical Partners, L.P.
Dallas Surgicare
Day Op Center of Long Island
Day Op Management Inc.
De Soto Surgicare Partners, Ltd.
Decatur Surgery Center
Decatur Surgery Center, L.P.
Diagnosticos y Tratamientos Medicos, S.A.
Densitometria sea Comuterizada, S.L.
Denton Surgicare Partners, Ltd.
Estudios Funcionales, S.A.
Garland Surgicare Partners, Ltd.
Grupo CSC, S.A.
Health Horizons of Decatur, Inc.
Health Horizons of Kansas City, Inc.
Health Horizons of Murfreesboro, Inc.
Health Horizons of Nashville, Inc.
HOSGESA #
HOJSGESA, 2000 S.A. #
Hospitales Andaluces, S.L.
Hospitalizacion y Servicios, S.A.
Imagenes Diagnostic, S.A.
Institut Universitari Dexeus
Instituto Dexeus, S.A.


                                      S-6
<PAGE>

lnstituto Policlinico Santa Teresa, S.A.
Laboratorio del Dr. Repetto, S.L.
Mesquite Surgicare Partners, Ltd.
Metroplex Surgery Center
Metroplex Surgicare Partners, Ltd.
Middle Tennessee Ambulatory Surgery Center
Middle Tennessee Ambulatory Surgery Center, L.P.
North Texas Surgery Center Parkway Surgery Center Parkway Surgery Center, L.L.C.
Physicians Pavillion, L.P.
Policlinico Santa Teresa, S.A.
Premier Ambulatory Surgery of Garland
Premier Surgicare Partners, Ltd. R-E-Asesores, S.L.
Resonancia Nuclear Magnetica Santa Teresa, S.L.
Servicio de Radiologia Sagrado Corazon, S.A.
Servicios Asistenciales Clinica Sagrado Corazon, S.A.
Servico-Resonancia-TAC-Vascular Clinica Sagrado Corazon, S.L.
Shrewsbury ASC
Shrewsbury Surgery Center, LLC
Southern Hilts Realty Investors, L.P.
Texas Health Venture III, L.L.C.
Texas Health Venture IV, L.L.C.
Texas Health Venture V, L.L.C.
Texas Health Venture VI, L.L.C.
Texas Health Venture VII, L.L.C.
Texas Health Ventures Group, L.L.C.
Texas Outpatient Surgicare Center #
Texas Outpatient Surgicare Center, Inc. #
Texas Surgery Center
THVG/HealthFirst, L.L.C.
TOPS Specialty Hospital, Ltd. #
TOPS Surgical Specialty Hospital
Unidad de Recuperacion del Suela Pelvico, S.L.
United Surgical Partners Europe, S.L.
United Surgical Partners International, Inc.
University Surgery Center University Surgery Center, Ltd.
USP Administrative Subsidiary, LLC
USP Chandler, Inc.
USP Dermoestica, S.L. #
USP International Holdings, Inc.
USP Nevada, Inc.
USP New Jersey, Inc.
USP North Texas, Inc.
UP Winter Park, Inc.
Valley View Surgery Center
Warner Park Surgery Center, L.P.


                                      S-7
<PAGE>

# Denotes trade names which will become material to the Borrower and its
Subsidiaries upon the consummation of certain acquisitions on or about the time
of the consummation of the transactions contemplated by this Agreement.


                                      S-8
<PAGE>

                                  Schedule 3.14

                                  Subsidiaries

Centro Radiologico, S.A. (82.50%) #
Centros Perifericos Asistenciales, S.L. (82.50%)
Clinica Maternal Nuestra Senora de la Esperanza, S.A. (66.00%)
Clinica Sagrado Corazon, S.A. (82.50%)
Columbia Healthcare Corporation of Spain, S.L. (82.50%)
Contechos, S.L. (82.50%)
Creek wood Surgery Center, L.L.C. (50.00%)
Dallas Surgical Partners, L.P. (50.00%)
Day p Management Inc. (100.00%)*
Decatur Surgery Center, L.P. (60.00%)
Diagnosticos y Tratamientos Medicos, S.A.(46.49%)
Grupo CSC, S.A. (82.5%)
Health Horizons of Decatur, Inc. (100.00%)*
Health Horizons of Kansas City, Inc. (100.00%)*
Health Horizons of Murfreesboro, Inc. (100.00%)*
Health Horizons of Nashville, Inc. (100.00%)*
Hospitales Andaluces, S.L. (82.50%)
Hospitalizacion y Servicios, S.A. (45.50%)
Instituto Dexeus, S.A. (65.23%)
Instituto Policlinico Santa Teresa, S.A. (51.41%)
Laboratorio del Dr. Repetto, S.L. (81.68%)
Middle Tennessee Ambulatory Surgery Center, L.P. (39.00%)
Parkway Surgery Center, L.L.C. (50.00%)
Physicians Pavillion, L.P. (36.00%) @
R-E-Asesores, S.L. (82.50%)
Resonancia Nuclear Magnetica Santa Teresa, S.L. (37.27%)
Servicio de Radiologia Sagrado Corazon, S.A. (82.50%)
Servicios Asistenciales Clinica Sagrado Corazbn, S.A. (82.42%)
Servico-Resonancia-TAC-Vascular Clinica Sagrado Corazbn, S.L. (82.50%)
Shrewsbury Surgery Center, LLC (50.00%)
Southern Hills Realty Investors, L.P. (30.25%)
Texas Health Venture III, L.L.C. (50.00%)
Texas Health Venture IV, L.L.C. (50.00%)
Texas Health Venture V, L.L.C. (50.00%)
Texas Health Venture VI, L.L.C. (50.00%)
Texas Health Venture VII, L.L.C. (50.00%)
Texas Health Ventures Group, L.L.C. (50.00%)
Texas Outpatient Surgicare Center, Inc. (100.00%)*#
THV/Healthfirst, L.L.C. (51.00%)
TOPS Specialty Hospital, Ltd. (62.3%)#
United Surgical Partners Europe, S.L. (82.50%)
University Surgery Center, Ltd. (70.00%)
USP Administrative Subsidiary, LLC (100.00%)*


                                      S-9
<PAGE>

USP Chandler, Inc. (100.00%)*
USP Dermoestica, S.L. (57.75%)#
USP International Holdings, Inc. (100.00%)*
USP Nevada, Inc. (100.00%)*
USP New Jersey, Inc. (100.00%)*
USP North Texas, Inc. (100.00%)*
USP Winter Park, Inc. (100.00%)*
Warner Park Surgery Center, L.P. (100.00%)*

* Denotes direct or indirect wholly-owned Subsidiaries.
# Denotes entities which will be Subsidiaries upon the consummation of certain
acquisitions on or about the time of the consummation of the transactions
contemplated by this Agreement.
@ As a result of a pending acquisition, Health Horizons of Nashville, Inc., a
direct wholly-owned Subsidiary of Borrower, will purchase up to an additional
35.30% ownership in this entity.
^ As a result of a pending acquisition, Health Horizons of Nashville, Inc., a
direct wholly-owned Subsidiary of Borrower, will purchase up to an additional
29.75% ownership in this entity.


                                      S-10
<PAGE>

                                  Schedule 6.01

                              Existing Indebtedness

1.    Agreement and Plan of Reorganization dated July 29, 1998, among United
      Surgical Partners International, Inc., Health Horizons, Inc., Michael W.
      Barton & Edward W. Rarrels.

      * The Borrower has certain contingent payment obligations under the above
      agreement.

2.    Asset Purchase Agreement dated October 15, 1998, among United Surgical
      Partners International, Inc., United Surgical Center, Inc. and the
      individuals listed on the signature page thereto.

      * Pursuant to Section 1.3.3 of the above agreement, the Borrower has
      certain contingent payment obligations under the above agreement. Upon
      contemplated assignment of all rights and obligations under the above
      agreement to its wholly-owned subsidiary USP Winter Park, Inc., pursuant
      to Section 7.4 of the above agreement, the Borrower guarantees all
      obligations under the above agreement (including the contingent payment
      obligations).

3.    Asset Purchase Agreement dated December 18, 1998, by and among United
      Surgical Partners International, Inc., Michael Bingham, Ronald W. Disney,
      HealthFirst Management, L.L.C., Valley View Surgery Center, Inc., Bingham
      Management, L.P., Disney Management, L.P., Bingham Forest Edge, L.L.P.,
      and Disney Oak Mount, L.L.P., as modified and supplemented by the Option
      and Amendment Agreement thereto dated December 22, 1998.

      * The Borrower has certain additional purchase rights and contingent
      payment obligations under the above agreement.

4.    Contribution and Purchase Agreement dated May 11, 1999, among USP North
      Texas, Inc., Baylor Health Services, Texas Health Ventures Group L.L.C.
      and THVG/HealthFirst L.L.C.

      * Pursuant to Section 13.5 of the above agreement and by virtue of its
      execution thereof, the Borrower has guaranteed the obligations of USP
      North Texas, Inc. under the agreement, including certain additional
      purchase rights and contingent payment obligations.

5.    Securities Purchase Agreement dated as of October 26, 1998, among United
      Surgical Partners, Inc., Welsh, Carson, Anderson & Stowe VI1, L.P,, Health
      Care Capital Partners, L.P., and the several other purchasers named in
      Annex I thereto.

      * Pursuant to Section 1.03(d) of the above agreement, the Borrower may
      finance certain capital expenditures and operating expenses by issuing up
      to $20,120,000 of 7% Senior Subordinated Notes (the "Notes"),. On or about
      November 18, 1998,


                                      S-11
<PAGE>

      the Borrower issued $1,493,337 of the Notes to such holders and in such
      amounts as listed in the table attached hereto. On or about April 2, 1999,
      the Borrower issued an additional $9,000,000 of the Notes to such holders
      and in such amounts as listed in the table attached hereto. Can June 11,
      1999, the Company requested the issuance of $9,626,663 of the Notes,
      representing the remaining balance of the Notes which it may issue. Such
      issuance will occur on or about June 30, 1999.

6.    Convertible Subordinated Promissory Note dated June 1, 1999, executed by
      United Surgical Partners International, Inc. in favor of Baylor Health
      Services, in an aggregate principal amount of $3,287,234.

7.    Limited Guaranty effective as of June 22, 1999, by and between United
      Surgical Partners International, Inc. and Suntrust Bank Nashville, N.A.

      * Pursuant to the above guaranty, the Borrower guarantees all of the
      obligations of Middle Tennessee Ambulatory Surgery Center, L.P. under that
      certain Promissory Note dated February 22, 1999 (as amended) in favor of
      Suntrust Bank Nashville, N.A. in an original principal amount of
      $1,400,000.

8.    Stock Purchase Agreement dated on or about June 30, 1999, by and between
      Columbia/HCA of Houston, Inc. and United Surgical Partners International,
      Inc.

      * The Borrower has certain post-closing contingent purchase obligations.


                                      S-12
<PAGE>

                                  Schedule 6.02

                                 Existing Liens

None.


                                      S-13
<PAGE>

                                  Schedule 6.08

                              Existing Restrictions

1.    Securities Purchase Agreement dated as of October 26, 1998, among United
      Surgical Partners, Inc., Welsh, Carson, Anderson & Stowe VII, L.P., Health
      Care Capital Partners, L.P., and the several other purchasers named in
      Annex I thereto.

      * Under Section 4.03 of the above agreement, the representations and
      warranties of the Borrower under such agreement must be true upon each
      issuance of additional securities. The additional securities include the
      7% Senior Subordinated Notes referenced in Schedule 6.01 (item 5),
      including those to be issued on or about June 30, 1999. The
      representations and warranties of the Borrower include Section 2.07 (no
      liens, except for current real property taxes not yet delinquent and
      payable, on any of its assets since July 31, 1998) and Section 2.12
      (Borrower owns its assets free and clear of all liens).

2.    Convertible Subordinated Promissory Note dated June 1, 1999, executed by
      United Surgical Partners International, Inc. in favor of Baylor Health
      Services, in an aggregate principal amount of $3,287,234.

      *Pursuant to Section 1(d) of the above note, as long as such note is
      outstanding, the Borrower must give the holder of the note at least 15
      days prior written notice of the record or effective date of any dividends
      to be paid on its capital stock.


                                      S-14
<PAGE>

                                                                       Exhibit A

                       NOTICE OF ASSIGNMENT AND ACCEPTANCE

                                     [Date]

TOPS Specialty Hospital, Ltd.

_____________________________
_____________________________
_____________________________

Chase Bank of Texas, National Association
100 N. Central Expressway
Richardson, Texas 75080
Attention: Jim Cunningham

      Re:   Credit Agreement dated as of June _, 1999 (the "Credit Agreement")
            between TOPS Specialty Hospital, Ltd. a Texas limited partnership,
            the Lenders referred to therein, and Chase Bank of Texas, National
            Association, as Agent for the Lenders

Dear Ladies and Gentlemen:

      We hereby give notice that, effective as of the date hereof, [Name of
Assignor] (the "Assignor") has assigned its rights and obligations with respect
to _____% (representing $____________) of the Assignor's outstanding Term Loans,
representing _____% (representing of the aggregate outstanding Term Loan
[Facility A] [Facility B] Commitment and Term Loans (such interest in such
rights and obligations being hereinafter referred to as the "Assigned Interest")
under the Credit Agreement to (Name of Assignee) (the "Assignee"). The Assignee
hereby agrees (i) to become a "Lender" pursuant to Section 9.04 of the Credit
Agreement (if not already a Lender under the Credit Agreement) and (ii) agrees
to assume all the obligations of the Assignor thereunder with respect to the
Assigned Interest.

The address for notices, lending office(s) and payment instructions for the
Assignee arc as follows:

Address for Notices:

_____________________________
_____________________________
_____________________________

Attention:
Telephone:
Telecopier:

NOTICE OF ASSIGNMENT


                                       1
<PAGE>

Lending Office for Term Loans:

_____________________________
_____________________________
_____________________________

Payment Instructions:

_____________________________
_____________________________
_____________________________

Please sign and return the enclosed copy of this letter to the undersigned to
indicate your receipt hereof, and your consent to or notice of (as applicable)
the above-mentioned assignment and assumption, and your agreement to the release
of the Assignor from its obligations under the Credit Agreement with respect to
the Assigned Interest. As a condition to the effectiveness of the
above-mentioned assignment and assumption, the Agent shall have received on the
date hereof an assignment fee of $_______________.

Very truly yours,

[NAME OF ASSIGNOR]


By _________________________
   Title:

[NAME OF ASSIGNEE]


By _________________________
   Title:

ACKNOWLEDGED OR CONSENTED TO
  (AS APPLICABLE):

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
  as Agent


By _________________________
   Title:

NOTICE OF ASSIGNMENT


                                       2
<PAGE>

                                    EXHIBIT B

                                 June ___, 1999

The Lenders and
Chase Bank of Texas, National Association,
      as Administrative Agent
100 North Central Expressway
Richardson, Texas 75084

      Re:   Credit Agreement dated as of the date hereof (the "Credit
            Agreement"), by and among United Surgical Partners International,
            Inc., a Delaware corporation (the "Borrower"), the lenders party
            thereto (the "Lenders") and Chase Bank of Texas, National
            Association, as administrative agent

Ladies and Gentlemen:

      We have acted as counsel to the Borrower in connection with the Credit
Agreement. This opinion is rendered at the request of Borrower pursuant to
Section 4.01 (b) of the Credit Agreement. All capitalized items used but not
otherwise defined herein shall have the meanings ascribed to then in the Credit
Agreement.

I. Documents Examined

      In connection with this opinion, we have examined originals or copies Of
executed originals of each of the following documents, cacti of which is dated
the date hereof or as of the date hereof, unless otherwise noted (collectively,
the "Loan Documents"):

      1.    the Credit Agreement;

      2.    the $5,000,000 Revolving Loan Note; and

      3.    the Guaranty made by the Guarantor for the benefit of the Lenders
            and the Administrative Agent.

<PAGE>

      In addition, we have examined the following documents (collectively, the
"Due Diligence Documents"):

      1.    an officers' certificate of the Borrower, certifying, among other
            matters:

            a.    a copy of the Borrower's certificate of incorporation (the
                  "Charter");

            b.    a copy of the Borrower's bylaws (the "Bylaws"); and

            c.    a copy of resolutions of the board of directors of the
                  Borrower relating to the Credit Agreement;

      2.    various existence, good standing, qualification to do business and
            similar certificates from public officials of certain jurisdictions,
            as listed on Schedule l attached hereto (the "Good Standing
            Certificates");

      3.    an officer's certificate of the Borrower certifying as to compliance
            with certain agreements and instruments of the Borrower (the
            "Reviewed Agreements") and certain other matters;

      4.    the various certificates and other closing documents delivered in
            connection with the closing of the transactions contemplated by the
            Loan Documents; and

      5.    such other documents as we considered necessary in connection with
            the opinions we express herein.

II. Certain Basic Assumptions

      1. As to various questions of fact relevant to this letter, we have
relied, without independent investigation, upon the Due Diligence Documents and
representations and warranties in the Loan Documents, all of which we assume to
be true, correct and complete. We have made no investigation or review of any
matters relating to the Borrower or any other Person other than as expressly
listed herein. We wish to inform you that the scope of the matters addressed in
this letter is necessarily limited due to the limited scope of our review.

      2. We have assumed (i) the genuineness of all signatures, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to authentic original documents of all documents submitted to us as certified,
conformed or photostatic copies, (iv) the authenticity of the originals of all
such certified, conformed or photostatic copies, and (v) the legal capacity of
all natural persons.

      3. We have assumed (i) the due existence and good standing; of all parties
to the Loan Documents other than the Borrower, (ii) the due execution and
delivery, pursuant to due authorization, of the Loan Documents by all parties
thereto other than the Borrower; (ii) that all parties thereto other than the
Borrower have the requisite power and authority to enter into the Loan Documents
and to consummate the transactions contemplated thereby; (iv) the absence of any
requirement of consent, approval or authorization by any Governmental Authority
or any other Person with regard to Persons other than the Borrower; (v) that the
execution, delivery and

<PAGE>

performance of the Loan Documents will not violate any lending limitations
(other than applicable usury limitations, if any, under the Included Laws (as
defined in Section IV, Paragraph A)) applicable to the Administrative Agent or
the Lenders; (vi) that the Loan Documents constitute the legal, valid and
binding obligations of the parties thereto other than the Borrower, enforceable
against such Persons in accordance with their respective terms; and (vii) that
the Administrative Agent and the Lenders will, in exercising any remedies under
or in connection with the Loan Documents, comply with all requirements of
applicable law at such time regarding the exercise of such remedies.

III. Opinions

      Based upon the foregoing, and subject to the additional assumptions,
comments, exceptions, limitations and qualifications ("Exceptions") contained
elsewhere in this opinion letter, we are of the opinion that:

      1. The Borrower is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware, with corporate power
to execute, deliver and perform its obligations under the Loan Documents to
which it is a party. The Borrower has the requisite corporate power to borrow
under the Credit Agreement.

      2. The execution and delivery by the Borrower of the Loan Documents to
which it is a party, and the performance by it of its obligations thereunder,
have been duly authorized by all requisite corporate action on the part of the
Borrower. The Loan Documents have been duly executed and delivered by the
Borrower to the extent that it is a party thereto.

      3. The Loan Documents constitute legal, valid and binding obligations of
the Borrower (to the extent that it is a party thereto), enforceable against the
Borrower in accordance with the(degree) respective terms.

      4. The execution, delivery and performance by Borrower of; and the
consummation by Borrower of the transactions contemplated by, the Loan Documents
to which Borrower is a party do not and will not (a) violate any provision of
the agreement or certificate of limited partnership, certificate or articles of
incorporation, as applicable, or bylaws of Borrower, (b) violate any provision
of the laws of the State of Texas, the State of Delaware laws or the federal
laws of the United States of America, or (c) result in a breach of, constitute a
default under, require any consent under, or result in the acceleration or
required prepayment of any material Indebtedness pursuant to the terms of', or
result in the creation or imposition of any Lien upon any Property of Borrower
(except for the Liens created pursuant to the Loan Documents) pursuant to the
terms of, any agreement or instrument to which any Borrower is a party or to
which any such Borrower or its assets is subject.

      5. To the best of our knowledge, the execution, delivery and performance
by Borrower of, and the consummation by Borrower of the transactions
contemplated by, the Loan Documents to which it is a party do not and will not
violate any order, writ, injunction or decree of any court or governmental
authority or agency or any arbitral award applicable to any of Borrower.

<PAGE>

      6. No consent, permission, registration, filing, authorization, order or
license of any Governmental Authority (each, a "Consent") is required under any
of the Included Laws for the due execution and delivery of the Loan Documents by
the Borrower and the performance by the Borrower of its obligations under the
Loan Documents except for (i) Consents contemplated by the Credit Agreement,
(ii) Consents that have already been obtained and are in full force and effect,
(iii) routine Consents necessary in connection with the conduct of the
Borrower's business, and (iv) Consents related to environmental matters, ERISA
matters, taxes and intellectual property.

      7. Except for the Disclosed Matters, there are, to our knowledge, no
actions, suits or proceedings pending or threatened against the Borrower or any
of its Property.

<PAGE>

                                  June 30, 1999

To the Lenders and
Chase Bank of Texas,
  National Association, as Agent
100 N. Central Expressway
Richardson, Texas 75080

Ladies and Gentlemen:

      We have acted as special counsel to Welsh, Carson, Anderson & Stowe VII,
L.P., a Delaware limited partnership ("Guarantor"), in connection with the
execution and delivery by the Guarantor of its Continuing; Guaranty, dated as of
June 18, 1999 (the "Guaranty"), in your favor with respect to that certain
Credit Agreement (the "Credit Agreement") among United Surgical Partners
International, Inc., each of the Lenders named therein ("Lenders"), and Chase
Bank of Texas, National Association, as agent for the Lenders.

      For purposes of this opinion we have examined originals, or copies,
certified or otherwise identified to our satisfaction, of (i) the Guaranty and
(ii) a draft of the Credit Agreement dated as of June ___, 1999 (the "Draft
Credit Agreement"). We have also examined the originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates or comparable documents of public officials and of representatives
of the Guarantor, including, without limitation, the Agreement of Limited
Partnership of Guarantor, and have made such inquiries of such representatives
of the Guarantor, as we have (teemed necessary as a basis for the opinions
expressed below.

      In such examination we have assumed the authenticity of all documents
submitted to us as original documents, the conformity to original documents of
all documents submitted to us as copies thereof and the legal capacity of
individuals executing documents in their individual capacities. As to all
questions of fact material to such opinions that have not been independently
established, we have relied upon certificates or comparable documents of
representatives of the Guarantor.

      Based upon the foregoing and subject to the assumptions, limitations,
exceptions rigid qualifications herein stated, we are of the following opinion:

<PAGE>
To the Lenders and
Chase Bank of Texas, N.A.
June 30, 1999
Page 2


      1. The Guarantor is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of Delaware.

      2. The Guarantor has the limited partnership power and authority to
execute and deliver the Guaranty and to perform its obligations thereunder.

      3. The execution, delivery and performance by Guarantor of the Guaranty
has been duly authorized by all necessary limited partnership action on the part
of Guarantor.

      4. The Guaranty has been duly executed and delivered by Guarantor.

      5. The execution, delivery and performance by Guarantor of the Guaranty
does not and will not (a) violate any provision of the agreement or certificate
of limited partnership of Guarantor or (b) violate any provision of the Delaware
Revised Uniform Limited Partnership Act (the "Delaware Act") or the federal laws
of the United States of America.

      6. To the best of our knowledge, the execution, delivery and performance
by Guarantor of the Guaranty do not and will not violate any order, writ,
injunction or decree of any court or governmental authority or agency or any
arbitral award applicable to Guarantor.

      7. The Guaranty constitutes the legal, valid and binding obligation of
Guarantor, enforceable against Guarantor in accordance with its terns.

      8. No authorization, approval or consent of, and no filing or registration
with, and governmental authority or regulatory authority or agency of the United
States of America or the Delaware Act is required on the part of Guarantor for
the execution, delivery or performance by Guarantor of the Guaranty.

      9. There are, to our knowledge, no actions, suits or proceedings pending
or threatened against the Borrower or any of its Property.

<PAGE>

                                                                       Exhibit C

                        Form of CONFIDENTIALITY AGREEMENT

                                     [Date]

[Insert Name and
Address of Prospective
Participant or Assignee]

Re:   Credit Agreement dated as of June 29, 1999 (the "Credit Agreement")
      between UNITED SURGICAL PARTNERS INTERNATIONAL, INC. a Texas limited
      partnership(the "Borrower"), the lenders referred to therein, and Chase
      Bank of Texas, National Association, as Administrative Agent for the
      lenders

Dear Ladies and Gentlemen:

      As a Lender party to the Credit Agreement, we have agreed with Borrower
pursuant to Section 9.12 of the Credit Agreement to use reasonable precautions
to keep confidential, except as otherwise provided therein, any non-public
information supplied to us by Borrower and identified by Borrower as being
confidential at the time the same is delivered to us pursuant to the Credit
Agreement.

      As provided in said Section 9.12, we are permitted to provide you, as a
prospective [holder of a participation in the Loans (as defined in the Credit
Agreement)] [assignee Lender], with certain of such non-public information
subject to the execution and delivery by you, prior to receiving; such
non-public: information, of a Confidentiality Agreement in this form. Such
information will not be made available to you until your execution and return to
its of this Confidentiality Agreement.

      Accordingly, in consideration of the foregoing, You agree (on behalf of
yourself and each of your subsidiaries, affiliates, directors, officers,
employees arid representatives and for the benefit of us and each of Borrower or
its Subsidiaries) that (A) such information will not be used by you except in
connection with the proposed [participation] [assignment] mentioned above and
(B) you shall use reasonable precautions, in accordance with your customary
procedures for handling confidential information and in accordance with safe and
sound banking practices, to keep such information confidential, provided that
nothing herein shall limit the disclosure of any such information (i) to the
extent required by statute, rule, regulation or judicial process, (ii) to your
counsel or to counsel for any of the Lenders or the Administrative Agent, (iii)
to bank examiners, auditors or accountants, (iv) to the Administrative Agent or
any other Lender (or to Chase Securities Inc.), (v) in connection with any
litigation to which you or any one or more of the Lenders or the Agent are a
party, (vi) to a subsidiary or affiliate of yours as provided in

CONFIDENTIALITY AGREEMENT


                                        1
<PAGE>

Section 9.12 of the Credit Agreement or (vii) to any assignee or participant (or
prospective assignee or participant) so long as such assignee or participant (or
prospective assignee or participant) first executes and delivers to you a
Confidentiality Agreement substantially in the form hereof; provided, further,
teat (x) unless specifically prohibited by applicable law or court order, you
agree, prior to disclosure thereof, to notify Borrower of any request for
disclosure of any such non-public information (A) by any governmental agency or
representative thereof (other than any such request in connection with an
examination of your financial condition by such governmental agency) or (B)
pursuant to legal process and (y) that in no event shall you be obligated to
return any materials furnished to you pursuant to this Confidentiality
Agreement.

      If you are a prospective assignee, your obligations under this
Confidentiality Agreement shall be superseded by Section 9.12 of the Credit
Agreement on the date upon which you become a Lender under the Credit Agreement
pursuant to Section 9.04 thereof.

      Please indicate your agreement to the foregoing by signing as provided
below the enclosed copy of this Confidentiality Agreement and returning the same
to us.

                                             Very truly yours,

                                             [INSERT NAME Of LENDER]


                                             By_______________________________

The foregoing is agreed to as of the date of this letter.

[INSERT NAME OF PROSPECTIVE
PARTICIPANT OR ASSIGNEE]


By______________________________

CONFIDENTIALITY AGREEMENT


                                       2
<PAGE>

                              REVOLVING CREDIT NOTE

$25,000,000.00                  Dallas, Texas                as of June 29, 1999

      FOR VALUE RECEIVED, UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a
Delaware corporation ('"Borrower"), hereby promises to pay to Chase Bank of
Texas, National Association, a national banking, association (the "Lender"), at
its principal offices at 712 Main Street, Houston, Texas 77002, the principal
sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) (or such lesser
amount as shall equal the aggregate unpaid principal amount of the Loans made by
the Lender to Borrower under the Credit Agreement, as defined below), in lawful
money of the United States of America and in immediately available funds, on the
dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount of each such Loan, at such office, in
like money anti funds, for the period commencing on the date of such Loan until
such Loan shall be paid in full, at the rates per annum and on the dates
provided in the Credit Agreement.

      The date, amount, Type, interest rate, and duration of Interest Period (if
applicable) of each Loan made by the Lender to Borrower, and each payment made
on account of the principal thereof; shrill be recorded by the Lender oil its
books and, prior to any transfer of this Note, endorsed by the Lender on the
schedule: attached hereto or any continuation thereof; provided that the failure
of the Lender to make any such recordation or endorsement shall not affect the
obligations of Borrower to make a payment when due of any amount owing under the
Credit Agreement or hereunder in respect of the Loans made by the Lender.

      This Note is the promissory note representing the Commitment rc6crred to
in the Credit Agreement dated as of June: 29, 1999 (as modified and supplemented
and in effect from time to time, the. "Credit Agreement") between Borrower, the
Lender, as Administrative Agent, and the lenders front time to time party to the
Credit Agreement, and evidences Loans made by the Lender thereunder. Terms used
but not defined in this Note have the; respective meanings assigned to them in
the Credit Agreement.

      The Credit Agreement provides for the acceleration of the maturity this
Note upon the occurrence of certain events and for prepayments of Loans upon
the terms and conditions specified therein,

      Regardless of any provisions contained in this Note or in any Other Loan
Documents, the Lender shall never be deemed to have contracted for or be
entitled to receive, collect or apply as interest on the Loans, the Commitments
or otherwise any amount in excess of the maximum rate of interest permitted to
be charged by applicable law, and if the Lender ever receives, collects or
applies as interest such excess, or if acceleration of the maturity of the Loans
or the Commitments or if any prepayment by Borrower or any guarantor results in
Borrower or any guarantor having paid any interest in excess of such maximum
rate, then such amount which would be excessive interest shall be applied to the
reduction of the unpaid principal balance of this Note for which such excess was
received, collected or applied, and, if the principal balances

REVOLVING CREDIT NOTE


                                       1
<PAGE>

of this Note are paid in full, any remaining excess shall forthwith be paid to
Borrower or any guarantor. All sums paid or agreed to be paid to the Lender for
the use, forbearance or detention of the indebtedness evidenced by this Note
and/or the Credit Agreement shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the full term of such
indebtedness until payment in full so that the rate or amount of interest on
account of such indebtedness does not exceed the maximum lawful rate permitted
under applicable law. In determining whether or not the interest paid or payable
under any specific contingency exceeds the maximum rate of interest permitted by
law, Lender shall, to the maximum extent permitted under applicable law, (i)
characterize any non-principal payment as an expense, fee or premium, rather
than as interest; and (ii) exclude voluntary prepayments and the effect thereof;
and (iii) compare the total amount of interest contracted for, charged or
received throughout the entire contemplated term of this Note at the maximum
lawful rate under applicable law.

      Borrower and each surety, endorser, guarantor and other party ever liable
for payment of any sums of money payable on this Note, jointly and severally
waive presentment and demand for payment, notice of intention to accelerate the
maturity, notice of acceleration of the maturity, protest, notice of protest and
nonpayment, and all other notices, as to this Note and as to each and all
installments hereof, and agree that their liability under this Note shall not be
affected by any renewal or extension in the tine of payment hereof, or in any
indulgences, or by any release or change in any security for the payment of this
Note, and hereby consent to any and all renewals, extensions, indulgences,
releases or changes.

      This Note shall be governed by, and construed in accordance with, the
applicable laws of the United States of America and the substantive laws of the
State of Texas, except that Section 3.03 of the Texas Finance Code (which
regulates certain revolving credit loan accounts and revolving tri-party
accounts) shall not apply to this Note.

      THIS WRITTEN NOTE, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL, AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

      EXECUTED as of the date first written above.

                          UNITED SURGICAL. PARTNERS INTERNATIONAL, INC.,
                          a Delaware corporation

                          By: ________________________________________________
                          Name:_______________________________________________
                          Title:______________________________________________

REVOLVING CREDIT NOTE


                                       2
<PAGE>

                       SCHEDULE OF REVOLVING CREDIT LOANS

      This Note evidences Loans made under the within-described Credit Agreement
to the Company, an the dates, in the principal amounts, of the Types, bearing
interest at the rates and having Interest Periods (if applicable) of the
durations set forth below, subject to the payments and prepayments of principal
set forth below:

   Date
   Made,                                Duration
 Continued  Principal   Type               of      Amount    Unpaid
    or       Amount      of   Interest  Interest   Paid or  Principal  Notation
Converted   of Loan     Loan    Rate     Period    Prepaid   Amount    Made By
---------   -------     ----    ----     ------    -------   ------    -------

REVOLVING CREDIT NOTE


                                       3
<PAGE>

                                                                       Exhibit E

                        [Form of Compliance Certificate]

                             COMPLIANCE CERTIFICATE

      Reference is made to the Credit Agreement dated June ___, 1999 (as
modified and supplemented and in effect from time to time, the "Credit
Agreement"), between UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware
corporation ("Borrower"),and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a
national banking association, as Administrative Agent for the lenders from time
to time party to the Credit Agreement (in such capacity, together with its
successors in such capacity, the "Administrative Agent"). Terms defined in the
Credit Agreement are used herein as defined therein.

      Pursuant to Section 5.01 of the Credit Agreement, the undersigned, the
______________ of Borrower, hereby certifies that, as of the Calculation Date
(as defined) herein:

      (a)   the representations and warranties contained in Article III of the
            Credit Agreement are true and correct in all material respects on
            and as of the date hereof with the same force and effect as though
            made or as of the date hereof;

      (b)   no change in GAAP or in the application thereof has occurred since
            the date of the audited financial statements referred to in Section
            3.04 except as specifically disclosed on Annex 1 attached hereto,
            which annex also specifics the effect of such change oil Borrower's
            financial statements;

      (c)   no Default or Event of Default has occurred and is continuing (or
            specifying the details of any such Default or Event of Default and
            any actions taken or proposed to be taken with respect thereto) or
            is imminent and Borrower has complied with all of the terms,
            covenants and conditions set forth in the Credit Agreement; and

      (d)   attached hereto as Annex 1 is a true and accurate calculation
            setting forth, among other information, information that
            demonstrates compliance (or noncompliance) with each of the
            covenants set forth in Sections 6.01 (Indebtedness), 6.04
            (Investments) and 5.01 (financial statements and other information)
            of the Credit Agreement.

      This Compliance Certificate is subject to and shall be construed in
accordance with the terms of the Credit Agreement. Borrower hereby agrees and
acknowledges that in the event of a conflict between the terms of the Credit
Agreement and this Compliance Certificate, the terms of the Credit Agreement
shall govern and control.

COMPLIANCE CERTIFICATE

<PAGE>

      IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly
executed as of this _____ day of _____________________, ______.

                          UNITED SURGICAL. PARTNERS INTERNATIONAL, INC.,
                          a Delaware corporation

                          By: ________________________________________________
                          Name:_______________________________________________
                          Title:______________________________________________

COMPLIANCE CERTIFICATE

<PAGE>

                             COMPLIANCE CERTIFICATE
                 OF UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

               As of _________, ________ (the "Calculation Date")
              and for the period (the "Calculation Period") ending
                             on the Calculation Date

Calculation of Compliance with Section 6.01 -- Indebtedness

(A)   Indebtedness-Section 6.01(d)

      (i)   Indebtedness permitted by Section 6.01(d):          $_______________

      (ii)  Is amount in Line (A)(i) less than or equal to
            $1,000,000?                                         Yes_____ No_____

(B)   Indebtedness-Section 6.01(e)

      (i)   Indebtedness permitted by Section 6.01(e):          $_______________

      (ii)  Is amount in Line B(i) subordinated pursuant to
            a subordination agreement in form and content
            satisfactory to Administrative Agent?               Yes_____ No_____

(C)   Indebtedness-Section 6.01 (f)

      (i)   Indebtedness of Borrower to Baylor Health
            Services:                                           $____________

      (ii)  Is the principal of the amount in Line C(i) less
            than or equal to $3,287,234?                        Yes_____ No_____

      Has Borrower created, incurred or suffered to exist
      only such Indebtedness permitted under Section 6.01?
                                                                Yes_____ No_____

                                                                      ANNEX 1 TO
                                                          COMPLIANCE CERTIFICATE

<PAGE>

Calculation of Compliance with Section 6.04 - Investments

(A)   Permitted Investments. Sections 6.04 and 1.01

      (i)   Obligations unconditionally guaranteed by the
            United States (or an agency thereof):               $_______________

      (ii)  Commercial paper maturing within 270 days from
            the date of acquisition:                            $_______________

      (iii) Certificates of deposit, banker's acceptances,
            demand deposits and time deposits maturing
            within 180 days:                                    $_______________

      (iv)  Fully collateralized repurchase agreements with
            a term not more than 30 days:

      Investments by Borrower in a Subsidiary:                  $_______________

      (vi)  Investments by Subsidiary in Borrower:              $_______________

      (vii) Investments by Subsidiary in a Subsidiary:          $_______________

      (viii) Guarantees that constitute Indebtedness:           $_______________

      (ix)  Redemption for cash of outstanding capital stock:   $_______________

      [Is the amount in clause (ix) in aggregate during the
      term of this Agreement less than or equal to
      $2,000,000.00?]                                           Yes____ No____

      (x)   Acquisitions permitted by Section 6.04 (f):         $_______________

      (xi)  Promissory notes permitted by Section 6.04(g):      $_______________

(B)   Has Borrower made or permitted to remain outstanding
      only such Investments permitted under Section 6.04?       Yes____ No____

Compliance with Section 5.01 - Financial Statements

(A)   Borrower has complied with all requirements of Section
      5.01 of the Agreement:                                    Yes____ No____

                                                                      ANNEX 1 TO
                                                          COMPLIANCE CERTIFICATE