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                                                                    EXHIBIT 10.4

                                 Execution Copy

                               DATED 3 MARCH 2000

                      UNITED SURGICAL PARTNERS EUROPE S.L.
                        AND CERTAIN MATERIAL SUBSIDIARIES
                              AS ORIGINAL BORROWERS

                      UNITED SURGICAL PARTNERS EUROPE S.L.
                        AND CERTAIN MATERIAL SUBSIDIARIES
                             AS ORIGINAL GUARANTORS

                      SOCIETE GENERALS, SUCURSAL EN ESPANA
                                   AS ARRANGER

                      SOCIETE GENERALS, SUCURSAL EN ESPANA

                                    AS AGENT

                                       AND

                                     OTHERS

                         ______________________________

                                   100,000,000
                         SENIOR TERM FACILITY AGREEMENT

                         ______________________________
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                                    CONTENTS

CLAUSE                                                               PAGE
------                                                               ----

 1.  DEFINITIONS AND INTERPRETATION .................................  3
 2.  THE FACILITIES ...........................:..................... 24
 3.  UTILISATION OF THE TERM FACILITY ............................... 25
 4.  INTEREST PERIODS FOR TERM ADVANCES ............................. 27
 5.  PAYMENT AND CALCULATION OF INTEREST ON TERM ADVANCES ........... 28
 6.  MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES ............... 30
 7.  NOTIFICATION ................................................... 31
 8.  REPAYMENT OF THE TERM FACILITY ................................. 32
 9.  PREPAYMENT...................................................... 32
 10. REMOVAL OF BANKS ............................................... 34
 11. TAXES .......................................................... 35
 12. TAX RECEIPTS ................................................... 36
 13. INCREASED COSTS ................................................ 37
 14. ILLEGALITY ..................................................... 38
 15. MITIGATION...................................................... 39
 16. REPRESENTATIONS ................................................ 39
 17. FINANCIAL INFORMATION .......................................... 46
 18. OTHER INFORMATION .............................................. 50
 19. FINANCIAL CONDITION ............................................ 51
 20. COVENANTS....................................................... 56
 21. EVENTS OF DEFAULT .............................................. 67
 22. GUARANTEE AND INDEMNITY ........................................ 71
 23. COMMITMENT COMMISSION AND FEES ................................. 74
 24. COSTS AND EXPENSES.............................................. 75
 25. DEFAULT INTEREST AND BREAK COSTS ............................... 76
 26. USPE's INDEMNITIES ............................................. 77
 27. CURRENCY OF ACCOUNT AND PAYMENT ................................ 78
 28. PAYMENTS ....................................................... 79
 29. SET-OFF......................................................... 81
 30. SHARING......................................................... 81
 31. THE AGENT, THE ARRANGER, THE BANKS ............................. 82
 32. ASSIGNMENTS AND TRANSFERS ...................................... 87

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 33. ADDITIONAL BORROWERS ..........................................  90
 34. ADDITIONAL GUARANTORS .........................................  91
 35. CALCULATIONS AND EVIDENCE OF DEBT .............................  91
 36. REMEDIES AND WAIVERS, PARTIAL INVALIDITY ......................  93
 37. NOTICES........................................................  93
 38. COUNTERPARTS ..................................................  95
 39. AMENDMENTS.....................................................  95
 40. GOVERNING LAW .................................................  96
 41. JURISDICTION ..................................................  96

SCHEDULES

 SCHEDULE 1 -  The Banks ...........................................  97
 SCHEDULE 2 -  Form of Transfer Certificate ........................ 101
 SCHEDULE 3 -  Part 1: Conditions Precedent to Drawdown ............ 109
 SCHEDULE 3 -  Part 2: Conditions Precedent to a Permitted
                Acquisition......................................... 112
 SCHEDULE 4 -  Notice of Drawdown .................................. 113
 SCHEDULE 5 -  Form of Compliance Certificate ...................... 114
 SCHEDULE 6 -  Form of Borrower Accession Memorandum ............... 115
 SCHEDULE 7 -  Form Guarantor Accession Memorandum ................. 117
 SCHEDULE 8 -  Additional Conditions Precedent ..................... 119
 SCHEDULE 9 -  Form of Resignation Notice .......................... 121
 SCHEDULE 10 - Mandatory Costs ..................................... 122
 SCHEDULE 11 - Real Estate ......................................... 127
 SCHEDULE 12 - Form of Spanish Mortgage ............................ 131

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THIS AGREEMENT is made on 3 March 2000

BETWEEN

(1)   UNITED SURGICAL PARTNERS EUROPE, S.L. ("USPE") in its capacity as borrower
      hereunder (together with CLINICA SAGRADO CORAZON, S.L., the "ORIGINAL
      BORROWERS");

(2)   UNITED SURGICAL PARTNERS EUROPE, S.L. ("USPE") in its capacity as
      guarantor hereunder (together with CLINICA SAGRADO CORAZON, S.L., CLINICA
      MATERNAL NUESTRA SEN0RA DE LA ESPERANZA, S.A., USP MADRID, S.L., USP
      MALAGA, S.L. and COLUMBIA HEALTHCARE CORPORATION OF SPAIN, S.L., the
      "ORIGINAL GUARANTORS");

(3)   SOCIETE GENERALE, SUCURSAL EN ESPANA as arranger of the Facility (the
      "ARRANGER") and as agent for the Banks (the "AGENT"); and

(4)   THE BANKS (as defined below).

IT IS AGREED as follows.

1.    DEFINITIONS AND INTERPRETATION

1.1.  DEFINITIONS

      In this Agreement:

      "ACCESSION MEMORANDUM" means a Borrower Accession Memorandum or a
      Guarantor Accession Memorandum.

      "ACQUISITION" means the purchase of all or substantially all of the shares
      or assets of a company;

      "ACQUISITION COSTS" means all fees, costs and expenses, stamp,
      registration and other taxes incurred by USPE or any other member of the
      Group in connection with a Permitted Acquisition, the Facilities or the
      Finance Documents.

      "ACQUISITION FEASIBILITY MEMORANDUM" means, in relation to a Permitted
      Acquisition, the acquisition feasibility memorandum (to be delivered to
      the Agent as a condition precedent to a Permitted Acquisition, unless such
      Advance is used solely for refinancing senior or subordinated debt of the
      Borrower to whom the Advance is being made) describing the Permitted
      Acquisition and prepared in accordance with the Acquisition Policy
      including a report detailing the extent to which such acquisition deviates
      (if at all) from the Acquisition Policy together with the rationale for
      such deviation.

      "ACQUISITION POLICY" means the acquisition policy of the Group reasonably
      acceptable to the Agent (acting on the instructions of an Instructing
      Group).

      "ADDITIONAL BORROWER" means any company which has become an Additional
      Borrower in accordance with Clause 33 (ADDITIONAL BORROWERS).

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      "ADDITIONAL GUARANTOR" means any company which has become an Additional
      Guarantor in accordance with Clause 34 (ADDITIONAL GUARANTORS).

      "ADDITIONAL OBLIGOR" means an Additional Borrower or Additional Guarantor.

      "ADVANCE" means a Term A Advance or Term B Advance.

      "ANCILLARY LIABILITIES" means:

      (a)   any refinancing, novation, refunding, deferral or extension of any
            of those liabilities;

      (b)   any further advance which may be made under any agreement
            supplemental to the relevant facilities agreement plus all interest,
            fees and costs in connection therewith;

      (c)   any claim for damages or restitution in the event of rescission of
            any such liabilities or otherwise in connection with the relevant
            facilities agreement;

      (d)   any claim against any Obligor flowing from any recovery by an
            Obligor of a payment or discharge in respect of those liabilities on
            the grounds of preference or otherwise; and

      (e)   any amounts (such as post-insolvency interest) which would be
            included in any of the above but for any discharge, non-provability,
            unenforceability or nonallowability of the same in any insolvency or
            other proceedings.

      "APPLICABLE A MARGIN" means, in relation to the Term A Outstandings and
      subject to Clause 5.3 (TERM MARGIN RATCHET), 1.75% per annum.

      "APPLICABLE B MARGIN" means, in relation to the Term B Outstandings and
      subject to Clause 5.4 (APPLICABLE B MARGIN INCREASE), 2.25% per annum.

      "AUTHORISED SIGNATORY" means, in relation to an Obligor or proposed
      Obligor, any person who is duly authorised (in such manner as may be
      reasonably acceptable to the Agent) to sign, seal or execute documents on
      behalf of such Obligor or Additional Obligor and to take such action as is
      required of an Authorised Signatory under the Finance Documents and in
      respect of whom the Agent has received a certificate signed by a director
      or another Authorised Signatory of such Obligor or Additional Obligor
      setting out the name and signature of such person and confirming such
      person's authority to act or, in the case of any Obligor which is
      incorporated in Spain, a copy of a duly executed Power of Attorney in
      favour of any such person(s) so authorising such person.

      "AVAILABLE COMMITMENT" means, in relation to a Bank at any time and save
      as otherwise provided herein, the aggregate of its Available Term A
      Commitment and its Available Term B Commitment at such time.

      "AVAILABLE TERM A COMMITMENT" means, in relation to a Bank at any time and
      save as otherwise provided herein, its Term A Commitment at such time LESS
      the aggregate of its share of the Term A Advances which are then
      outstanding.

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      "AVAILABLE TERM B COMMITMENT" means, in relation to a Bank at any time and
      save as otherwise provided herein, its Term B Commitment at such time LESS
      the aggregate of its share of the Term B Advances which are then
      outstanding.

      "AVAILABLE FACILITIES" means, at any time, the aggregate of the Available
      Term A Facility and the Available Term B Facility at such time and
      "AVAILABLE TERM FACILITY" means the amount of any such available facility.

      "AVAILABLE TERM A FACILITY" means, at any time, the aggregate amount of
      the Available Term A Commitments adjusted, in the case of any proposed
      utilisation, so as to take into account any reduction in the Term A
      Commitment of a Bank on or before the proposed Utilisation Date relating
      to such utilisation.

      "AVAILABLE TERM B FACILITY" means, at any time, the aggregate amount of
      the Available Term B Commitments adjusted, in the case of any proposed
      utilisation, so as to take into account any reduction in the Term B
      Commitment of a Bank on or before the proposed Utilisation Date relating
      to such utilisation.

      "BANK" means any financial institution:

      (a)   named in Schedule 1 (THE BANKS); or

      (b)   which has become a party hereto in accordance with Clause 32.4
            (ASSIGNMENTS BY BANKS) or Clause 32.5 (TRANSFERS BY BANKS),

      and which has not ceased to be a party hereto in accordance with the terms
      hereof.

      "BORROWERS" means each of the Original Borrowers and each Additional
      Borrower, PROVIDED THAT such company has not been released from its rights
      and obligations hereunder in accordance with Clause 33.3 (RESIGNATION OF A
      BORROWER).

      "BORROWER ACCESSION MEMORANDUM" means a memorandum substantially in the
      form set out in Schedule 6 (FORM OF BORROWER ACCESSION MEMORANDUM).

      "BUDGET" means the profit and loss account, balance sheet and cashflow
      statement in agreed form for an agreed period to be delivered by USPE to
      the Agent pursuant to Clause 20.37 (CONDITIONS SUBSEQUENT) and thereafter
      any. budget delivered by USPE to the Agent pursuant to Clause 17.6
      (BUDGET).

      "BUSINESS DAY" means a day (other than a Saturday or Sunday) which is not
      a public holiday and on which banks are open for general business in
      London and Madrid.

      "BUSINESS PLAN" means the financial model including profit and loss,
      balance sheets and cash flow projections in agreed form relating to the
      Group (and, in connection with a Permitted Acquisition, for these purposes
      assuming completion of such Permitted Acquisition and accordingly
      including the proposed Target and its subsidiaries) together with a
      written business plan in agreed form, each prepared by senior management
      and delivered to the Agent in accordance with Clause 20.37 (CONDITIONS
      SUBSEQUENT).

      "CASH EQUIVALENT INVESTMENTS" means:

                                      - 5 -
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      (a)   debt securities denominated in euro, sterling or dollars issued by
            the United Kingdom, the United States of America or any other
            country in the European Union which are not convertible into any
            other form of security;

      (b)   debt securities denominated in euro or sterling which are not
            convertible into any other form of security, rated P-1 (Moody's
            Investor Services Inc.) or A-1 (Standard & Poor's Corporation)
            which are not issued or guaranteed by any member of the Group;

      (c)   certificates of deposit denominated in euro or sterling issued by,
            and acceptances by, banking institutions authorised under applicable
            legislation of the United Kingdom which at the time of making such
            issue or acceptances, have outstanding debt securities rated as
            provided in paragraph (b) above; and

      (d)   such other securities (if any) as are approved in writing by the
            Agent.

      "CERTIFICATES OF TITLE" means each of the reports on title prepared in
      respect of the Properties each in form and substance reasonably
      satisfactory to the Agent (acting on the instructions of an Instructing
      Group) and addressed to the Agent and the Banks.

      "CLOSING DATE" means the date upon which this Agreement was signed.

      "COMMITMENT" means, in relation to a Bank at any time and save as
      otherwise provided herein, the aggregate of its Term A Commitment and its
      Term B Commitment.

      "COMPLIANCE CERTIFICATE" means a certificate substantially in the form set
      out in Schedule 5 (FORM OF COMPLIANCE CERTIFICATE).

      "DISPUTE" means any dispute referred to in Clause 41 (JURISDICTION).

      "DOMESTIC BANK" means any person described in paragraph c) of Article 57
      of Royal Decree 537/1997 of 14 April (REAL DECRETO 537/1997 DE 14 DE
      ABRIL) as amended by Royal Decree 2717/1998 of 18 December (REAL DECRETO
      1717/1998 DE 18 DE DICIEMBRE) and second paragraph of Number 1 of Article
      41 of Royal Decree 2717/1998 of 18 December (REAL DECRETO 2717/1998 DE 18
      DE DICIEMBRE).

      "DUE DILIGENCE REPORT" means the legal due diligence report relating to a
      Permitted Acquisition in form and substance reasonably satisfactory to the
      Agent (acting on the instructions of an Instructing Group) and addressed
      to the Agent and the Banks.

      "EBITDA" shall have the meaning set out in Clause 19.2.

      "EMU" means Economic and Monetary Union as contemplated in the Treaty on
      European Union.

      "EMU LEGISLATION" means legislative measures of the European Union for the
      introduction of, changeover to or operation of the euro in one or more
      member states, being in part legislative measures to implement EMU.

      "ENCUMBRANCE" means (a) a mortgage, charge, pledge, lien or other
      encumbrance securing any obligation of any person, (b) any arrangement
      under which money or

                                      - 6 -
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      claims to, or the benefit of, a bank or other account may be applied, set
      off or made subject to a combination of accounts so as to effect discharge
      of any sum owed or payable to any person or (c) any other type of
      preferential arrangement (including any title transfer and retention
      arrangement) having a similar effect.

      "ENVIRONMENTAL CLAIM" means any claim, proceeding or investigation by any
      person pursuant to any Environmental Law.

      "ENVIRONMENTAL LAW" means any applicable law in any jurisdiction in which
      any member of the Group conducts business which relates to the pollution
      or protection of the environment or harm to or the protection of human
      health or the health of animals or plants.

      "ENVIRONMENTAL PERMITS" means any permit, licence, consent, approval and
      other authorisation and the filing of any notification, report or
      assessment required under any Environmental Law for the operation of the
      business of any member of the Group conducted on or from the properties
      owned or used by the relevant member of the Group.

      "EURIBOR" MEANS, in relation to any amount to be advanced to, or owing by,
      an Obligor hereunder in euro on which interest for a given period is to
      accrue:

      (a)   the percentage rate per annum equal to the offered quotation which
            appears on the page of the Telerate Screen which displays an average
            rate of the Banking Federation of the European Union for the euro
            (being currently page 248) for such period as of 11:00 a.m.
            (Brussels time) on the Quotation Date for such period or, if such
            page or such service shall cease to be available, such other page or
            such other service for the purpose of displaying an average rate of
            the Banking Federation of the European Union as the Agent, after
            consultation with the Banks and USPE, shall reasonably select; or

      (b)   if no quotation for the euro for the relevant period is displayed
            and the Agent has not selected an alternative service on which a
            quotation is displayed, the arithmetic mean (rounded upwards to four
            decimal places) of the rates (as notified to the Agent) at which
            each of the Reference Banks was offering to prime banks in the
            European interbank market deposits in the euro of an equivalent
            amount and for such period as of 11.00 a.m. (Brussels time) on the
            Quotation Date.

      "EVENT OF DEFAULT" means any circumstance described as such in Clause 21
      (EVENTS OF DEFAULT).

      "EXCESS CASH FLOW" has the meaning given to it in Clause 19.2 (FINANCIAL
      DEFINITIONS).

      "FACILITIES" means the Term Facilities.

      "FACILITY OFFICE" means, in relation to the Agent, the office identified
      with its signature below or such other office as it may select by notice
      and, in relation to any Bank, the office notified by it to the Agent in
      writing prior to the date hereof (or, in the case of a Transferee, at the
      end of the Transfer Certificate to which it is a party as Transferee) or
      such other office as it may from time to time select by notice to the
      Agent which in the

                                      - 7 -
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      case of any Banks becoming a party hereto prior to the Syndication Date
      shall be in a Qualifying State or Spain.

      "FINAL MATURITY DATE" means (i) in relation to the Term A Facility the
      date falling 90 months after the Closing Date and (ii) in relation to the
      Term B Facility the date falling 96 months after the Closing Date,
      PROVIDED THAT, in either case, if such date is not a Business Day, it
      shall be deemed to be the next succeeding Business Day.

      "FINANCE DOCUMENTS" means this Agreement, any Borrower Accession
      Memorandum or Guarantor Accession Memorandum, the fee letters referred to
      in Clause 23.3 (ARRANGEMENT FEE) and Clause 23.4 (AGENCY FEE), the
      Security Documents, and the Hedging Agreements entered into by a Bank or
      an affiliate of a Bank (but not any other financial institution) and any
      documents evidencing the terms of any other agreement or document that may
      be entered into or executed pursuant to any of the foregoing by any
      Obligors and any other document which is designated a "FINANCE DOCUMENT"
      in writing signed by all Obligors and the Agent.

      "FINANCE LEASE" means a contract treated as a finance or capital lease in
      accordance with generally accepted accounting principles in the
      jurisdiction where the company owning the asset is incorporated.

      "FINANCE PARTIES" means the Agent, the Arranger, the Banks and any Hedge
      Counterparties which are Banks or affiliates of Banks.

      "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of:

      (a)   Indebtedness for Borrowed Money;

      (b)   any documentary or standby letter of credit or performance bond
            facility; and

      (c)   any guarantee or indemnity issued in connection with any of the
            items referred to in paragraphs (a) to (b) above.

      "FINANCIAL QUARTER" has the meaning given to it in Clause 19.2 (FINANCIAL
      DEFINITIONS).

      "FLOTATION" means a successful application being made for any part of the
      share capital of any Group member to the Madrid, Barcelona, Valencia or
      Bilbao Stock Exchange or any other European Stock Exchange or the grant of
      permission to deal in the same on the Alternative Investment Market or the
      European Acquisition of Securities Dealers Automated Quotation System or
      on any recognised investment exchange (as that term is used in the
      Financial Services Act 1986) or in or on any exchange or market replacing
      the same or any other exchange or market in any country.

      "FREE CASH FLOW" has the meaning given to such term in Clause 19.2
      (FINANCIAL DEFINITIONS).

      "GUARANTORS" means each of the Original Guarantors and each Additional
      Guarantor.

      "GUARANTOR ACCESSION MEMORANDUM" means a memorandum substantially in the
      form set out in Schedule 7 (FORM OF GUARANTOR ACCESSION MEMORANDUM).

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      "GROSS DEBT" shall have the meaning set out in Clause 19.2.

      "GROUP" means USPE and its subsidiaries for the time being and, from and
      after the date of acquisition thereof, any Target and its subsidiaries.

      "GROUP STRUCTURE CHART" means the group structure chart at the date hereof
      and from time to time in agreed form showing:

      (a)   all members of the Group;

      (b)   any person in which any Group member has a material interest in the
            issued share capital or equivalent ownership interest of such
            person; and

      (c)   the jurisdiction of incorporation or establishment of each person
            within paragraph (a) above.

      "HEDGE COUNTERPARTY" means a Bank or an affiliate of a Bank which has
      become a party hereto.

      "HEDGING AGREEMENTS" means each of the agreements entered into or to be
      entered into between the Group member(s) approved by the Agent and a Hedge
      Counterparty for the purpose of hedging interest rate liabilities in
      accordance with Clause 20.33 (HEDGING).

      "HMT SHARE PLEDGES" means the pledges granted by the Hospital Management
      Team S.L. over its shares in USPE in favour of Banco Urquijo, S.A.

      "INDEBTEDNESS FOR BORROWED MONEY" means any indebtedness for or in respect
      of:

      (a)   moneys borrowed;

      (b)   any amount raised by acceptance under any acceptance credit
            facility;

      (c)   any amount raised pursuant to any note purchase facility or the
            issue of bonds, notes, debentures, loan stock or any similar
            instrument;

      (d)   any amount raised pursuant to any issue of shares which are
            expressed to be redeemable and all obligations to purchase, retire,
            defease or otherwise acquire for value any share capital of any
            person or any warrants, rights or options to acquire such share
            capital in respect of transactions which, in each such case, have
            the commercial effect of a borrowing or which finance a member of
            the Group or the Group's operations or capital requirements;

      (e)   the amount of any liability in respect of any lease or hire purchase
            contract which would be a Finance Lease;

      (f)   the amount of any liability in respect of any advance or deferred
            purchase agreement;

      (g)   receivables sold or discounted (other than on a non-recourse basis);

      (h)   any agreement or option to re-acquire an asset if one of the primary
            reasons for entering into such agreement or option is to raise
            finance;

                                  - 9 -
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      (i)   any amount raised under any other transaction (including any forward
            sale or purchase agreement) having the commercial effect of a
            borrowing; and

      (j)   the amount of any liability in respect of any guarantee or indemnity
            for any of the items referred to in paragraphs (a) to (i) above.

      "INFORMATION MEMORANDUM" means the document concerning the Original
      Obligors which, at their request and on their behalf of the Original
      Obligors, has been or will be prepared in relation to the transactions in
      this Agreement and approved by USPE and distributed by the Arranger to
      selected banks.

      "INITIAL INVESTORS" means United Surgical Partners International Inc and
      Hospital Management Team, S.L..

      "INSTRUCTING GROUP" means:

      (a)   whilst there are no Outstandings, a Bank or Banks whose Commitments
            amount (or, if each Bank's Commitment has been reduced to zero, did
            immediately before such reduction to zero, amount) in aggregate to
            more than sixty six and two thirds per cent. of the Total
            Commitments; and

      (b)   whilst there are Outstandings, a Bank or Banks to whom in aggregate
            more than sixty-six and two thirds per cent. of the Outstandings is
            owed.

      "INSURANCE REPORT" means an insurance report prepared in form and
      substance reasonably satisfactory to the Agent acting on the instructions
      of an Instructing Group and addressed to the Agent and the Banks.

      "INTERCOMPANY DEBT AGREEMENT" means any loan agreement between any
      Obligors, the conditions for payment under which are subordinated
      following the occurrence of an Event of Default hereunder.

      "INTELLECTUAL PROPERTY" means all patents, trade marks, service marks,
      designs, business names, copyrights, design rights, moral rights,
      inventions, confidential information, know-how and other intellectual
      property rights and interests, whether registered or unregistered, and the
      benefit of all licences, applications, rights to use and monies deriving
      from any such intellectual property now or hereafter belonging to any
      member of the Group.

      "INTELLECTUAL PROPERTY RIGHTS" means the intellectual property rights
      referred to herein and in a relevant Permitted Acquisition Agreement.

      "INTEREST PERIOD" means, save as otherwise provided herein:

      (a)   any of those periods mentioned in Clause 4.1 (INTEREST PERIODS); and

      (b)   in relation to an Unpaid Sum, any of those periods mentioned in
            Clause 25.1 (DEFAULT INTEREST PERIODS).

      "INVESTORS" means the Initial Investors and any successor or permitted
      assign or transferee thereof.

                                     - 10 -
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      "JOINT VENTURE" means any joint venture entity, whether a company,
      unincorporated firm, undertaking, association, joint venture or
      partnership or any other entity.

      "LEGAL OPINIONS" means the legal opinions delivered to the Agent pursuant
      to Clause 2.3 (CONDITIONS PRECEDENT), Clause 33.2 (BORROWER CONDITIONS
      PRECEDENT) and Clause 34.2 (GUARANTOR CONDITIONS PRECEDENT).

      "LMA" means the Loan Market Association.

      "MAIN HOSPITALS" means Instituto Universitario Dexeus (Barcelona), Clinica
      Maternal Nuestra Senora de la Esperanza (Vitoria), Instituto Policlinico
      Santa Teresa (La Coruna), Alpha Quirurgica (Madrid), Centro Radiologico
      Juan XXIII (Madrid), Clinica Sagrado Corazon (Seville) and Clinica San
      Camilo, S.A..

      "MANDATORY COST RATE" means the rate determined in accordance with
      Schedule 10 (MANDATORY COSTS).

      "MANDATORY PREPAYMENT ACCOUNT" means the interest-bearing account held in
      Madrid with the Agent and identified in a letter between USPE and the
      Agent as a Mandatory Prepayment Account (or any other interest-bearing
      account held in Madrid with the Agent by a Group member which is opened
      after the date hereof and after receipt by the Agent of written
      confirmation from USPE that such account is to be a "Mandatory Prepayment
      Account") (as the same may be redesignated, substituted or replaced from
      time to time) which is put on deposit with the Agent pursuant to the terms
      of this Agreement to ensure that prepayment amounts due under the Finance
      Documents are available and from which no withdrawals may be made by any
      Group members.

      "MARGIN" means the Applicable A Margin or the Applicable B Margin.

      "MARKET REPORT" means a market report prepared in relation to a Permitted
      Acquisition in form and substance reasonably satisfactory to the Agent
      (acting on the instructions of an Instructing Group) and addressed to the
      Agent and the Banks.

      "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
      business, operations, property, condition (financial or otherwise),
      performance or prospects of the Group taken as a whole; (b) the ability of
      the Obligors as a whole to perform the payment obligations under the
      Finance Documents or (c) the validity or enforceability of the Finance
      Documents or the rights or remedies of any Finance Party thereunder, in
      each case taken as a whole.

      "MATERIAL SUBSIDIARY" means the Obligors, and after the first audited
      consolidated financial statements are delivered to the Agent under Clause
      17.1 (ANNUAL STATEMENTS), any other subsidiary of USPE which has:

      (a)   earnings before interest, tax, depreciation and amortisation
            representing 3 per cent. or more of the consolidated earnings before
            interest, tax, depreciation and amortisation of the Group; and/or

      (b)   Net Revenue representing 3 per cent. or more of consolidated Net
            Revenue of the Group,

                                     - 11 -
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            in each case calculated on a consolidated basis. Compliance with the
            conditions set out in paragraphs (a) and (h) above shall be
            determined by reference to the most recent Compliance Certificate
            executed by USPE's auditors and/or the latest audited financial
            statements of such subsidiary (consolidated in the case of a
            subsidiary which itself has subsidiaries) and the latest audited
            consolidated financial statements of the Group PROVIDED THAT:

            (i)   if a subsidiary has been acquired since the date as at which
                  the latest audited consolidated financial statements of the
                  Group were prepared, such financial statements shall be
                  adjusted in order to take into account the acquisition of such
                  subsidiary on a Pro Forma Basis (such adjustment being
                  certified by the Group's auditors as representing an accurate
                  reflection of the revised consolidated earnings before
                  interest, tax, depreciation and amortisation or turnover of
                  the Group if requested by the Agent);

            (ii)  if, in the case of any subsidiary which itself has
                  subsidiaries, no consolidated financial statements are
                  prepared and audited, its consolidated profits before
                  interest, tax, depreciation and amortisation and turnover
                  shall be determined on the basis of PRO FORMA consolidated
                  financial statements of the relevant subsidiary and its
                  subsidiaries, certified as above for this purpose by the
                  auditors of USPE or the auditors for the time being of the
                  relevant subsidiary if requested by the Agent; and

            (iii) if any intra-group transfer or re-organisation takes place,
                  the audited financial statements of the Group and of all
                  relevant subsidiaries shall be adjusted by USPE in order to
                  take into account such intra-group transfer or reorganisation.

      A report by the auditors of USPE that a subsidiary is or is not a Material
      Subsidiary shall, in the absence of manifest error, be conclusive and
      binding on all parties hereto.

      "NET REVENUE" means "INGRESOS DE EXPLOTACION" as set out in the relevant
      financial statements.

      "NOTICE OF DRAWDOWN" means a notice substantially in the form set out in
      Schedule 4 (NOTICE of DRAWDOWN).

      "OBLIGOR" means a Borrower or a Guarantor.

      "ORIGINAL FINANCIAL STATEMENTS" means:

      (a)   in relation to USPE, the opening balance sheet of the Group
            delivered to the Agent;

      (b)   in relation to each Original Obligor other than USPE, its audited
            financial statements for its financial year ended 31 December 1998;
            and

      (c)   in relation to any Additional Obligor, its audited financial
            statements delivered pursuant to Clause 33.2 (BORROWER CONDITIONS
            PRECEDENT) or, as the case may be, Clause 34.2 (GUARANTOR CONDITIONS
            PRECEDENT).

                                     - 12 -
<PAGE>
      "ORIGINAL OBLIGORS" means the Original Borrowers and the Original
      Guarantors.

      "OUTSTANDINGS" means, at any time, the aggregate of the Term A
      Outstandings and the Term B Outstandings at such time.

      "PARTICIPATING MEMBER STATE" means each member state which has adopted the
      euro as its lawful currency at the relevant time.

      "PERMITTED ACQUISITION" means the purchase by the Purchaser of Target
      Shares and/or Target Assets subject always to the conditions precedents
      set out in Part 2 of Schedule 3 and subject to approval in form and
      substance by the Agent (acting on the instructions of an Instructing
      Group).

      "PERMITTED ACQUISITION AGREEMENT" means a purchase agreement in relation
      to a Permitted Acquisition in an agreed form between the Purchaser and a
      Vendor together with all schedules, exhibits and attachments to such
      agreement (including without limitation, the tax deed).

      "PERMITTED ACQUISITION CLOSING DATE" means the date on which a Permitted
      Acquisition is completed in accordance with the relevant Permitted
      Acquisition Agreement.

      "PERMITTED ACQUISITION DOCUMENTS" means a Permitted Acquisition Agreement
      and all documents to be executed pursuant thereto and such other documents
      (if any) relating to the transactions contemplated in such agreements and
      identified by the Agent and USPE in writing as a Permitted Acquisition
      Document.

      "PERMITTED DISPOSALS" means any disposal:

      (a)   of stock in trade by a Group member in its ordinary course of trade
            and on arm's length terms;

      (b)   by an Obligor to another Obligor if such Obligor is party to a
            legally valid, binding and enforceable Security Document which
            creates a first priority Encumbrance over all of its assets (or, if
            not all its assets, the assets being disposed of);

      (c)   of an unencumbered asset by a member of the Group which is not an
            Obligor to another member of the Group;

      (d)   for cash on arm's length terms of any surplus or obsolete assets not
            required for the efficient operation of the business of the Group by
            any Group member;

      (e)   of cash where such disposal is not otherwise prohibited by this
            Agreement;

      (f)   of Cash Equivalent Investments on arm's length terms;

      (g)   by a member of the Group that is not an Obligor to an Obligor;

      (h)   on arm's length terms of a fixed asset not being any interest in
            freehold or leasehold property or intellectual property rights for
            cash by a Group member

                                  - 13 -
<PAGE>
            which disposals are not within paragraph (a) to (g) above and where
            the value of the net consideration received by a Group member in
            respect OF any such disposal:

            (i)   does not exceed euro 1,000,000 (or its equivalent); and

            (ii)  when aggregated with all other such disposals by members of
                  the Group made in the immediately preceding twelve month
                  period does not exceed euro 3,000,000 (or its equivalent); and

            (iii) any disposal of the Clinica San Camilo building on terms and
                  conditions satisfactory to the Agent.

      "PERMITTED ENCUMBRANCE" means:

      (a)   any Encumbrance over or affecting (i) any asset acquired by a member
            of the Group after the date hereof and subject to which such asset
            is acquired or (ii) any asset of any company which becomes a member
            of the Group after the date hereof, where such Encumbrance is
            created prior to the date on which such company becomes a member of
            the Group, and, in each case, additions and accessions to, and
            proceeds of, such assets Provided that the amount originally secured
            thereby is not increased, PROVIDED FURTHER THAT, in any case,

            (i)   such Encumbrance was not created in contemplation of the
                  acquisition of such asset by a member of the Group or the
                  acquisition of such company;

            (ii)  the amount thereby secured has not been increased in
                  contemplation of, or since the date of, the acquisition of
                  such asset by a member of the Group or the acquisition of such
                  company; and

            (iii) such Encumbrance is removed or discharged within six months of
                  the date of acquisition of such asset or such company becoming
                  a member of the Group;

      (b)   (i)   any netting or set-off arrangement entered into by any member
                  of the Group in the normal course of its banking arrangements
                  with any clearing bank for the purpose of netting debit and
                  credit balances on bank accounts of members of the Group
                  operated on a net balance basis;

            (ii)  any netting or set-off arrangement under a Hedging Agreement
                  where the obligations of other parties thereunder are
                  calculated by reference to net exposure thereunder (but not
                  any netting or set-off relating to such Hedging Agreement in
                  respect of cash collateral or any other Encumbrance except as
                  otherwise permitted hereunder);

      (c)   any title transfer or retention of title arrangement entered into by
            any member of the Group in the normal course of its trading
            activities on the counterparty's standard or usual terms;

                                 - 14 -
<PAGE>
      (d)   any lien arising by operation of law and in the normal course of
            business PROVIDED THAT such lien is discharged within ten days of
            arising (if capable of being discharged);

      (e)   any Encumbrance arising under or evidenced by a Security Document;

      (f)   any Encumbrance entered into pursuant to this Agreement;

      (g)   for a period of three months after the Closing Date only, any
            Encumbrance arising under or pursuant to a USPE Mortgage Agreement;

      (h)   for a period of six months after the Closing Date only, the HMT
            Share Pledges; and

      (i)   any Encumbrance entered into to as security in respect of any
            Permitted Acquisition (whether in relation to litigation in course
            at the time of such acquisition or otherwise) by any member of the
            Group the amount secured by which does not at any time, when
            aggregated with any guarantees granted in accordance with paragraph
            (j) of the definition of Permitted Financial Indebtedness exceed
            Euro 2,000,000 (such figure excluding any Encumbrances in force at
            the Closing Date (Ptas 230,000,000) and those relating to Clinica
            San Camilo, S.A. (Ptas 642,000,000) which shall, for the avoidance
            of doubt, be permitted).

      "PERMITTED FINANCIAL INDEBTEDNESS" means any Financial Indebtedness:

      (a)   arising under or permitted pursuant to the Finance Documents;

      (b)   arising under Permitted Transactions;

      (c)   constituted by any deferred consideration payable to a Vendor under
            a Permitted Acquisition Agreement or any acquisition agreement
            entered into prior to the Closing Date;

      (d)   secured by a Permitted Encumbrance of the type specified in
            paragraph (a) of the definition thereof;

      (e)   relating to unsecured working capital financings and Finance Leases
            that, in the aggregate do not exceed Euro 3,000,000 in relation to
            Main Hospitals and do not exceed an amount equal to 7 per cent. of
            pro forma revenues in relation to new Targets up to an aggregate
            maximum amount of Euro 12,000,000 (no more than Euro 3,000,000 of
            which shall be in respect of Finance Leases), such limit excluding
            existing Finance Leases on the Closing Date;

      (g)   any indebtedness arising under any Intercompany Debt Agreement;

      (h)   arising under the USPE Mortgage Agreements and any other existing
            Financial Indebtedness on the Closing Date for a period of three
            months after the Closing Date;

                                  - 15 -
<PAGE>
      (i)   arising under the SG Bridge Loan until repaid in accordance herewith
            immediately upon the first Advance being made hereunder,

      (j)   any liability in respect of any guarantees given by any member of
            the Group in relation to any Permitted Acquisition (or required in
            relation to any litigation in respect of such matters in course
            immediately prior to such acquisition) provided that the contingent
            liabilities thereunder do not in aggregate exceed Euro 2,000,000 at
            any time (such figure excluding any Encumbrances in force at the
            Closing Date (Ptas 230,000,000) and those relating to Clinica San
            Camilo, S.A. (Ptas 642,000,000) which shall, for the avoidance of
            doubt, be permitted), when aggregated with the amount secured by any
            Permitted Encumbrance of the type referred to in paragraph (i) of
            the definition thereof;

      (k)   arising in respect of any Permitted Acquisition for a period of one
            month from the date of such Permitted Acquisition.

      "PERMITTED TRANSACTIONS" means:

      (a)   any loan made by a Group member to another Group member PROVIDED
            THAT:

            (i)   such loan is:

                  (1)   an Intercompany Debt Agreement, the documentation for
                        which is delivered to the Agent pursuant to Clause 2.3
                        (CONDITIONS PRECEDENT) or has otherwise been delivered
                        to the Agent; or

                  (2)   a trade credit/or indemnity granted in the ordinary
                        course of trading and upon terms usual for trade; or

                  (3)   a loan to an Obligor which is subordinated in full to
                        payment of any amounts in respect of the Finance
                        Documents upon the occurrence of an Event of Default or
                        Potential Event of Default; or

                  (4)   a loan by a member of the Group which is not an Obligor
                        to another member of the Group which is not an Obligor;
                        and

            (ii)  in respect of any loan made to a Group member whose shares are
                  subject to an Encumbrance constituted by the Security
                  Documents, subject to not being in breach of any applicable
                  law prohibiting financial assistance, security reasonably
                  satisfactory to an Instructing Group over such loans has been
                  provided in favour of the Finance Parties to secure all or any
                  of the obligations of the Obligors under the Finance
                  Documents;

      (b)   the payment or declaration of any dividend, return on capital,
            repayment of capital contributions or other distributions by any
            Group member OTHER THAN:

            (i)   by USPE; or

            (ii)  by a Group member which is an Obligor to another Group member
                  which is not an Obligor;

                                  - 16 -
<PAGE>
      (c)   the purchase, subscription for, or other acquisition of any shares
            (or other securities or any interest therein) in:

            (i)   any Obligor by any other member of the Group;

            (ii)  any Group member which is not an Obligor by any other Group
                  member which is not an Obligor,

      PROVIDED THAT, if any such shares (or other securities or any interest
      therein) are issued by a Group member whose shares are subject to an
      Encumbrance constituted by the Security Documents, in any such case such
      shares (or other securities or any interest therein) are made subject to
      security reasonably satisfactory to an Instructing Group to secure all the
      obligations of the Obligors under the Finance Documents;

      (d)   any payments made from its profits by a Group member to its minority
            shareholders which do not, in aggregate, exceed Euro 200,000 (or the
            equivalent thereof in any other currency) in the financial year in
            which such payment is made;

      (e)   the payment of any management fees by a Group member to any Obligor
            which do not, in aggregate, exceed more than 10% of such company's
            sales in the financial year in which such payment is made;

      (f)   any payment made of any management fee by USPE Dermostetica, S.L. to
            its minority shareholder in accordance with the contract in force as
            at the date hereof in relation thereto Provided that any such
            amounts shall be limited to those payments contemplated as at the
            Closing Date.

      "POTENTIAL EVENT OF DEFAULT" means any event which is reasonably likely to
      become (with the passage of time, the giving of notice, the making of any
      determination hereunder or any combination thereof) an Event of Default.

      "PRO FORMA BASIS" means, with respect to the determination of any defined
      terms herein, a determination incorporating any assets acquired during the
      course of any financial year as though such assets had been acquired at
      the beginning of such year (adjusted to take account of all material
      future known charges, costs or expenses to be paid in relation to such
      assets as though paid during such year and excluding prior year
      non-recurring and exceptional material items certified by the financial
      director of USPE as such Provided that in the event that the Agent has
      reasonable grounds for belief that such items are incorrect, inaccurate or
      incomplete, the Agent may request that they be certified by an auditor at
      USPE's cost and expense).

      "PROPERTIES" means the real estate set out in Schedule 13 and any real
      estate as referred to in a relevant Permitted Acquisition Agreement.

      "PROPORTION" means, in relation to a Bank, whilst no Advance is
      outstanding, the proportion borne by its Commitment to the Total
      Commitments (or, if the Total Commitments are less than or equal to zero,
      by its Commitment to the Total Commitments immediately prior to their
      reduction to zero).

                                      - 17 -
<PAGE>
      "PURCHASER" means the purchaser as defined in the relevant Permitted
      Acquisition Agreement.

      "QUALIFYING BANK" means:

      (a)   any entity habitually resident for taxation purposes in a Qualifying
            State which is not acting through a territory considered as a tax
            haven pursuant to Spanish law (currently set out in Royal Decree
            1080/1991 of 5 July (REAL DECRETO 1080/1991 DE 5 DE JULIO); or

      (b)   any Domestic Bank

      "QUALIFYING STATE" means a Member State of the European Union (other than
      Spain) or a State which has concluded a Treaty for the avoidance of Double
      Taxation with Spain containing an exemption for interest payments.

      "QUOTATION DATE" means, in relation to any period for which an interest
      rate is to be determined hereunder, the day on which quotations would
      ordinarily be given by prime banks in the relevant interbank market for
      deposits in the currency in relation to which such rate is to be
      determined for delivery on the first day of that period, PROVIDED THAT,
      if, for any such period, quotations would ordinarily be given on more than
      one date, the Quotation Date for that period shall be the last of those
      dates.

      "REFERENCE BANKS" means the principal Madrid offices of Chase Manhattan
      Bank, Deutsche Bank and Societe Generale, Sucursal en Espana and such
      Banks as may be appointed as such by the Agent after consultation with
      USPE.

      "REFINANCING" means any financing from any entity other than a Group
      member raised in order, among other things, to fully and finally repay all
      amounts owing hereunder.

      "RELEVANT PERIOD" shall have the meaning set out in Clause 19.2.

      "REPEATED REPRESENTATIONS" means:

      (a)   on the Closing Date and on the first date on which an Advance is
            made under the Facilities, all of the representations set out in
            Clause 16 (REPRESENTATIONS); and

      (b)   at any other time, each of the representations set out in:

            (i)   Clause 16.1 (STATUS) to Clause 16.11 (NO DEDUCTION OR
                  WITHHOLDING) other than Clause 16.7 (No MATERIAL ADVERSE
                  CHARGE);

            (ii)  Clause 16.12 (REPORTS) to the extent such representation
                  relates to the most recent Budget delivered to the Agent; and

            (iii) Clause 16.14 (NO WINDING-UP) to Clause 16.33 (USPE's
                  knowledge) other than Clause 16.17 (INFORMATION MEMORANDUM)
                  and Clause 16.22 (SUBSIDIARIES).

                                     - 18 -
<PAGE>
      "REPORTS" means the Due Diligence Report, a list of current insurances in
      respect of the assets of each member of the Group, the Market Report,
      NOTAS SIMPLES REGISTRALES relating to each Property, the Budget for the
      financial year of the Group ending 31 December 2000 and other such Budgets
      as required from time to time and the Business Plan.

      "RESIGNATION NOTICE" means a notice substantially in the form set out in
      Schedule 9 (FORM of RESIGNATION NOTICE).

      "SECURITY" means the security from time to time constituted by or pursuant
      to the Security Documents.

      "SECURITY DOCUMENTS" means any document entered into by any member of the
      Group creating or evidencing an Encumbrance for all or any part of the
      obligations of the Obligors or any of them under any of the Finance
      Documents.

      "SG BRIDGE LOAN" means the Euro 12,000,000 loan of 29 December 1999
      between Societe Generale, Sucursal en Espana and USPE.

      "SHAREHOLDERS' AGREEMENT" means the agreement dated 1 June 1998 between
      USPI and Hospital Management Team, S.L.

      "SPANISH PUBLIC DOCUMENT" means ESCRITURA PUBLICA or a POLIZA O EFECTO
      INTERVENIDO PAR AGENTE DE CAMBIO Y BOLSA O CORREDOR COLEGIADO DE COMERCIO

      "STRUCTURING PAPER" means the paper produced by the accountants to USPE
      advising on the efficient tax structure of the Group, to be prepared in
      accordance with Clause 20.30.(b).

      "SUBORDINATED DOCUMENTS" means each Intercompany Debt Agreement and any
      documents entered into pursuant thereto as approved by the Agent acting on
      the instructions of an Instructing Group.

      "SUBORDINATED LIABILITIES" means all present and future sums, liabilities
      and obligations whatsoever (actual or contingent) payable, owing, due or
      incurred by the Obligors to other Group members pursuant to the terms of
      the Subordinated Documents together with all Ancillary Liabilities
      relating thereto.

      "SYNDICATION DATE" means the day not later than 120 days after the Closing
      Date specified by the Arranger as the day on which primary syndication of
      the Facilities is completed.

      "TARGET" means an existing or proposed health centre in Spain or Portugal
      as defined in the relevant Permitted Acquisition Agreement.

      "TARGET ASSETS" means the assets of a Target as defined in the relevant
      Permitted Acquisition Agreement.

      "TARGET GROUP" means the Target and its subsidiaries.

      "TARGET SHARES" means all of the shares of the company constituting a
      Target.

                                     - 19 -
<PAGE>
      "TERM" means, save as otherwise provided herein, in relation to any
      Advance, the period for which such Advance is borrowed, as specified in
      the Notice of Drawdown relating thereto.

      "TERM ADVANCE" means a Term A Advance or a Term B Advance.

      "TERM A ADVANCE" means an advance (as from time to time consolidated or
      reduced by repayment) made or to be made by the Banks under the Term A
      Facility.

      "TERM B ADVANCE" means an advance (as from time to time consolidated or
      reduced by repayment) made or to be made by the Banks under the Term B
      Facility.

      "TERM AVAILABILITY PERIOD" means in relation to the Term A Facility or the
      Term B Facility, the period from and including the Closing Date hereof to
      and including the earlier of (a) 31 December 2002 and (b) the first
      Business Day on which the Available Term A Commitment (in the case of the
      Term A Facility) or the Available Term B Commitment (in the case of the
      Term B Facility) of each of the Banks is zero.

      "TERM A COMMITMENT" means, in relation to a Bank at any time and save as
      otherwise provided herein, the aggregate of the amounts set opposite its
      name under the heading "TERM A COMMITMENT" in Schedule 1 (THE BANKS) for
      each relevant period, as set out in Schedule 1.

      "TERM B COMMITMENT" means, in relation to a Bank at any time and save as
      otherwise provided herein, the aggregate of the amounts set opposite its
      name under the heading "TERM B COMMITMENT" in Schedule 1 (THE BANKS) for
      each relevant period, as set out in Schedule 1.

      "TERM FACILITIES" means the Term A Facility and the Term B Facility and
      "TERM FACILITY" shall mean any one of them.

      "TERM A FACILITY" means the euro term loan facility granted to the
      Borrowers under subclause 2.1.1 of Clause 2.1 (GRANT OF THE FACILITIES).

      "TERM B FACILITY" means the euro term loan facility granted to the
      Borrowers under subclause 2.1.2 of Clause 2.1 (GRANT OF THE FACILITIES).

      "TERM A OUTSTANDINGS" means, at any time, the aggregate principal amount
      of the outstanding Term A Advances.

      "TERM B OUTSTANDINGS" means, at any time, the aggregate principal amount
      of the outstanding Term B Advances.

      "TERM REPAYMENT DATE" means each of the dates specified in Clause 8.1
      (TERM REPAYMENT INSTALMENTS), PROVIDED THAT if such date is not a Business
      Day, it shall be deemed to be the next succeeding Business Day.

      "TOTAL COMMITMENTS" means, at any time, the aggregate of the Banks'
      Commitments.

                                  - 20 -
<PAGE>
      "TRANSFER CERTIFICATE" means a certificate substantially in the form set
      out in Schedule 2 (FORM OF TRANSFER CERTIFICATE) or the standard form from
      time to time of the LMA signed by a Bank and a Transferee under which:

      (a)   such Bank seeks to procure the transfer to such Transferee of all or
            a part of such Bank's rights, benefits and obligations hereunder
            upon and subject to the terms and conditions set out in Clause 32.3
            (ASSIGNMENTS AND TRANSFERS BY BANKS); and

      (b)   such Transferee undertakes to perform the obligations it will assume
            as a result of delivery of such certificate to the Agent as
            contemplated in Clause 32.5 (TRANSFERS BY BANKS).

      "TRANSFER DATE" means, in relation to any Transfer Certificate, the date
      for the making of the transfer as specified in such Transfer Certificate.

      "TRANSFEREE" means a person to which a Bank seeks to transfer by novation
      all or part OF such Bank's rights, benefits and obligations under the
      Finance Documents.

      "TREATY ON EUROPEAN UNION" means the Treaty of Rome of 25 March 1957, as
      amended by the Single European Act 1986 and the Maastricht Treaty (which
      was signed at Maastricht on 7 February 1992 and came into force on 1
      November 1993).

      "TREASURY TRANSACTION" means any currency or interest purchase, cap or
      collar agreement, forward rate agreements, interest rate or currency
      future or option contract, foreign exchange or currency purchase or sale
      agreement, interest rate swap, currency swap or combined interest rate and
      currency swap agreement and any other similar agreement.

      "UNPAID SUM" means the unpaid balance of any of the sums referred to in
      Clause 25.1 (DEFAULT INTEREST PERIODS).

      "USPE MORTGAGE AGREEMENTS" means (i) a loan dated 31 August 1993 granted
      by Banc Catala de Credit in favour of Instituto Dexeus, S.A. in the amount
      of 300,000,000 Ptas; and (ii) a loan in the amount of 200,000,000 Ptas
      dated 22 July 1994 between Banco Urquijo, S.A. and Hospitalicacion y
      Servicios, S.A. (Hoys S.A.) and others.

      "USPE - USPI AGREEMENTS" means the loan agreements (as amended from time
      to time) between USPI and USPE dated 30 June 1999, the loan agreement
      dated 2 October 1998 between USPI International Holdings Inc and USPE, the
      loan agreement dated 3 March 1999 between USPI and USPE, and the loan
      agreement dated 1 May 1998 between USPI and Columbia Healthecare
      Corporation of Spani, S.L.

      "USPI" means United Surgical Partners International Inc.

      "UTILISATION DATE" means, in relation to an Advance, the date on which it
      is to be made.

      "VENDOR" means a vendor as defined in the relevant Permitted Acquisition
      Agreement.

      "VENDOR'S GROUP" means the relevant Vendor and its subsidiaries.

                                  - 21 -
<PAGE>
1.2   INTERPRETATION

      Any reference in this Agreement to:

      the "AGENT", the "ARRANGER", any "HEDGE COUNTERPARTY" or any "BANK" shall
      be construed so as to include it and any subsequent successors and
      permitted transferees and assigns in accordance with their respective
      interests;

      a document in "AGREED FORM" is a document that has been initialled as such
      on or before the Closing Date for the purposes of identification by or on
      behalf of USPE and any Arranger or Agent or is executed on or before the
      Closing Date by USPE and any Arranger or Agent or, if not so executed or
      initialled, is in form and substance reasonably satisfactory to the Agent;

      "ASSETS" includes present and future properties, revenues and rights of
      every description;

      "CONTINUING", in relation to an Event of Default, shall be construed as a
      reference to an Event of Default which has not been waived in accordance
      with the terms hereof or remedied and, in relation to a Potential Event of
      Default, one which has not been remedied within the relevant grace period
      or waived in accordance with the terms hereof;

      "DISPOSAL" includes any sale, lease, transfer or other disposal;

      the "EQUIVALENT" on any date in one currency (the "FIRST CURRENCY") of an
      amount denominated in another currency (the "SECOND CURRENCY") is a
      reference to the amount of the first currency which could be purchased
      with the amount of the second currency at the spot rate of exchange quoted
      by the Agent at or about 11.00 a.m. on such date for the purchase of the
      first currency with the second currency;

      a "HOLDING COMPANY" of a company or corporation shall be construed as a
      reference to any company or corporation of which the first-mentioned
      company or corporation is a subsidiary;

      "INDEBTEDNESS" shall be construed so as to include any obligation
      (whether incurred as principal or as surety) for the payment or repayment
      of money, whether present or future, actual or contingent;

      a "LAW" shall be construed as any law (including common or customary law),
      statute, constitution, decree, judgment, treaty, regulation, directive,
      by-law, order or any other legislative measure of any government,
      supranational, local government, statutory or regulatory body or court;

      a "MEMBER STATE" shall be construed as a reference to a member state of
      the European Union;

      a "MONTH" is a reference to a period starting on one day in a calendar
      month and ending on the numerically corresponding day in the next
      succeeding calendar month save that:

      (a)   if any such numerically corresponding day is not a Business Day,
            such period shall end on the immediately succeeding Business Day to
            occur in that next

                                     - 22 -
<PAGE>
            succeeding calendar month or, if none, it shall end on the
            immediately preceding Business Day; and

      (b)   if there is no numerically corresponding day in that next
            succeeding; calendar month, that period shall end on the last
            Business Day in that next succeeding calendar month,

      (and references to "MONTHS" shall be construed accordingly);

      a "PERSON" shall be construed as a reference to any person, firm, company,
      corporation, government, state or agency of a state or any association or
      partnership (whether or not having separate legal personality) of two or
      more of the foregoing;

      the "RELEVANT INTERBANK MARKET" is a reference to, in relation to the
      euro, the European interbank market;

      the "RELEVANT INTERBANK RATE" is a reference to, in relation to the euro,
      EURIBOR;

      "REPAY" (or any derivative form thereof) shall, subject to any contrary
      indication, be construed to include "PREPAY" (or, as the case may be, the
      corresponding; derivative form thereof);

      a "SUBSIDIARY" of a company or corporation shall be construed as a
      reference to any company or corporation:

      (i)   which is controlled, directly or indirectly, by the first-mentioned
            company or corporation;

      (ii)  more than half the issued share capital of which is beneficially
            owned, directly or indirectly, by the first-mentioned company or
            corporation; or

      (iii) which is a subsidiary of another subsidiary of the first-mentioned
            company or corporation

      and, for these purposes, a company or corporation shall be treated as
      being controlled by another if that other company or corporation is able
      to direct its affairs and/or to control the composition of its board of
      directors or equivalent body;

      a "SUCCESSOR" shall be construed so as to include an assignee or successor
      in title of such party and any person who under the laws of its
      jurisdiction of incorporation or domicile has assumed the rights and
      obligations of such party under this Agreement or to which, under such
      laws, such rights and obligations have been transferred;

      "TAX" shall be construed so as to include any tax (which shall include,
      but not be limited to, corporation tax and advance corporation tax), levy,
      impost, duty or other charge of a similar nature (including any penalty or
      interest payable in connection with any failure to pay or any delay in
      paying any of the same);

      "VAT" shall be construed as a reference to value added tax including any
      similar tax which may be imposed in place thereof from time to time;

                                  - 23 -
<PAGE>
      a "WHOLLY-OWNED SUBSIDIARY" of a company or corporation shall be construed
      as a reference to any company or corporation which has no other members
      except that other company or corporation and that other company's or
      corporation's wholly-owned subsidiaries or persons acting on behalf of
      that other company or corporation or its wholly-owned subsidiaries; and

      the "WINDING-UP", "DISSOLUTION" OR "ADMINISTRATION" of a company or
      corporation shall be construed so as to include any equivalent or
      analogous proceedings under the law of the jurisdiction in which such
      company or corporation is incorporated or any jurisdiction in which such
      company or corporation carries on business including the seeking of
      liquidation, winding-up, reorganisation, dissolution, administration,
      arrangement, adjustment, protection or relief of debtors.

1.3   CURRENCY SYMBOLS AND DEFINITIONS

      "euro" and "Euro" means the single currency of the European Union as
      constituted by the treaty on European Union and as referred to in EMU
      Legislation and "EURO UNIT" means the currency unit of the euro as defined
      in the EMU Legislation.

1.4   AGREEMENTS AND STATUTES
      Any reference in this Agreement to:

      1.4.1 this Agreement or any other agreement or document shall be construed
            as a reference to this Agreement or, as the case may be, such other
            agreement or document as the same may have been, or may from time to
            time be, amended, varied, novated or supplemented; and

      1.4.2 a statute or treaty shall be construed as a reference to such
            statute or treaty as the same may have been, or may from time to
            time be, amended or, in the case of a statute, re-enacted.

1.5   HEADINGS
      Clause and Schedule headings are for ease of reference only.

1.6   TIME
      Any reference in this Agreement to a time of day shall, unless a contrary
      indication appears, be a reference to Madrid or Brussels time, as
      applicable.

1.7   THIRD PARTY RIGHTS
      A person who is not a party to this Agreement has no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
      Agreement.

2.    THE FACILITIES

2.1   GRANT OF THE FACILITIES
      The Banks grant to the Borrowers, upon the terms and subject to the
      conditions hereof:

      2.1.1 a euro term loan facility in an aggregate amount of Euro 70,000,000;
            and

      2.1.2 a euro term loan facility in an aggregate amount of Euro 30,000,000.

                                     - 24 -
<PAGE>
2.2   PURPOSE AND APPLICATION

      2.2.1 The Term Facilities are intended for the purpose of financing in
            part:

            (a)   the purchase of Target Shares and/or Target Assets by a
                  Purchaser in accordance with the terms of a Permitted
                  Acquisition Agreement;

            (b)   the payment of the Acquisition Costs;

            (c)   the repayment of amounts outstanding under the USPE Mortgage
                  Agreements and the USPE-USPI Agreements or of any Indebtedness
                  for Borrowed Money of any Target, following any Permitted
                  Acquisition;

            (d)   general working capital requirements and for general corporate
                  purposes; and

            (e)   repayment of the SG Bridge Loan.

      2.2.2 Accordingly, each Borrower shall so apply all amounts raised by it
            hereunder in accordance with sub-clause 2.2.1 and none of the
            Finance Parties shall be obliged to concern themselves with such
            application.

2.3   CONDITIONS PRECEDENT
      Save as the Banks may otherwise agree, none of the Borrowers may deliver
      any Notice of Drawdown unless the Agent has confirmed to USPE and the
      Banks that it has received all of the documents and other evidence listed
      in Schedule 3 PART 1 (CONDITIONS PRECEDENT TO A DRAWDOWN) and that each
      is, in form and substance, reasonably satisfactory to the Agent.

2.4   SEVERAL OBLIGATIONS
      The obligations of each Bank are several and the failure by a Bank to
      perform its obligations hereunder shall not affect the obligations of an
      Obligor towards any other party hereto nor shall any other party be liable
      for the failure by such Bank to perform its obligations hereunder.

2.5   SEVERAL RIGHTS
      The rights of each Finance Party are several and any debt arising
      hereunder at any time from an Obligor to any Finance Party hereto shall be
      a separate and independent debt. Each such party shall be entitled to
      protect and enforce its individual rights arising out of this Agreement
      independently of any other party (so that it shall not be necessary for
      any party hereto to be joined as an additional party in any proceedings
      for this purpose).

3.    UTILISATION OF THE TERM FACILITY

3.1   UTILISATION CONDITIONS FOR TERM ADVANCES
      A Term Advance will be made by the Banks to a Borrower if:

      3.1.1 by 12.00 noon five Business Days before the proposed Utilisation
            Date, the Agent has received a completed Notice of Drawdown from
            such Borrower;

      3.1.2 the proposed Utilisation Date is a Business Day within the relevant
            Term Availability Period;

                                  - 25 -
<PAGE>
      3.1.3 the proposed amount of such Term Advance is (a) in the case of a
            Term A Advance equal to or less than the amount of the Available
            Term A Facility and (b) in the case of a Term B Advance, equal to or
            less than the amount of the Available Term B Facility;

      3.1.4 the proposed amount of any Advance is equal to or greater than Euro
            3,000,000 save in the case of any Advance to be used to refinance a
            USPE Debt Agreement, in which case, such Advance shall be equal to
            the total amount outstanding under any such agreement;

      3.1.5 the interest rate applicable to such Term Advance during its first
            Interest Period would not fall to be determined pursuant to Clause
            6.1 (MARKET DISRUPTION);

      3.1.6 on the date of the Notice of Drawdown and on and as of the proposed
            date for the making of such Term Advance (a) no Event of Default or
            Potential Event of Default is continuing or would occur as a result
            of the making of such Term Advance and (b) the Repeated
            Representations are true (before and after the making of such Term
            Advance);

      3.1.7 the ratio of USPE's Gross Debt to EBITDA does not exceed 4:1 and the
            ratio of Gross Debt to Total Funds Invested by the Investors does
            not exceed 2:1, both for the prior four Financial Quarters
            immediately prior to the date of the Advance is made for the
            purposes of this paragraph

            (a)   "TOTAL FUNDS INVESTED" means the aggregate of all share
                  capital paid up by the Investors in USPE and all debt
                  subordinated in full to amounts owing hereunder lent by
                  Investors to USPE and any other form of capital contribution
                  by the Investors to USPE which is so subordinated; and

            (b)   EBITDA shall be measured on a Pro Forma Basis and

                  (aa)  in the case of any Advance to be used for a Permitted
                        Acquisition, shall, if, either

                        (i)   within 90 days of the date on which the relevant
                              drawdown is to be made, the Target in respect of
                              such Permitted Acquisition has signed a Guarantor
                              Accession Memorandum; or

                        (ii)  on or prior to the date of such drawdown the
                              relevant Borrower has confirmed in writing to the
                              Agent that it reasonably believes that it will
                              acquire at least 70% of the shares (or other
                              equity interest) of such Target on or prior to the
                              end of such 90 day period,

                        include the EBITDA of that Target for the financial year
                        immediately prior to the then current financial year;
                        and

                                  - 26 -
<PAGE>
                  (bb)  include the EBITDA of all Material Subsidiaries on a Pro
                        Forma Basis which have either

                        (i)   granted a guarantee (either by executing a
                              Guarantor Accession Memorandum or otherwise) of
                              the obligations of the Obligors hereunder; or

                        (ii)  in respect of which the Borrower has acquired over
                              70%, of the shares (or other equity
                              participation); and

      3.1.8 if the Advance is made in relation to a Permitted Acquisition, all
            Conditions Precedents as set out in Part 2 of Schedule 3 (CONDITIONS
            PRECEDENT TO A PERMITTED ACQUISITION) have been met to the full
            satisfaction of the Agent and that, if immediate effect were given
            to the Permitted Acquisition all covenants as set forth in Section
            20 (COVENANTS) hereto would continue to be complied with.

3.2   EACH BANK'S PARTICIPATION IN TERM ADVANCES
      Each Bank will participate through its Facility Office in each Term
      Advance made pursuant to Clause 3.1 (UTILISATION CONDITIONS FOR TERM
      ADVANCES) in the proportion borne by its relevant Available Term
      Commitment to the relevant Available Term Facility immediately prior to
      the making of that Term Advance.

3.3   REDUCTION OF AVAILABLE TERM COMMITMENT
      If a Bank's relevant Available Term Commitment is reduced in accordance
      with the terms hereof after the Agent has received the Notice of Drawdown
      for a Term Advance and such reduction was not taken into account in
      calculating the relevant Available Term Facility, then the amount of that
      Term Advance shall be reduced accordingly.

3.4   SIMULTANEOUS DRAWDOWN


      3.4.1 No Term A Advance shall be made hereunder unless a Term B Advance is
            made simultaneously and the Available Term A Facility and the
            Available Term B Facility are reduced accordingly.

      3.4.2 In relation to an Advance the Term A Advances shall equal 70 per
            cent. of the Advance made and the Term B Advances shall equal 30 per
            cent. of the Advance made.

4.    INTEREST PERIODS FOR TERM ADVANCES

      4.1   INTEREST PERIODS
            The period for which a Term Advance is outstanding shall be divided
            into successive periods each of which (other than the first, which
            shall begin on the day such Term Advance is made) shall start on the
            last day of the preceding such period.

      4.2   DURATION
            The duration of each Interest Period shall, save as otherwise
            provided herein, be one, three or six months, in each case as the
            Borrower to which such Term Advance is made may, (i) in relation to
            an Advance to be used to refinance existing senior or subordinated
            debt, by not less than one Business Day's prior notice to the Agent
            or (ii)

                                  - 27 -
<PAGE>
            in relation to an Advance to be used in connection with a Permitted
            Acquisition by at least 10 Business Days' prior notice to the Agent
            (in each case, such notice to be received by 12.00 noon on the
            relevant Business Day), or such other period as the Banks agree
            PROVIDED THAT:

      4.2.1 if such Borrower fails to give such notice of its selection in
            relation to an Interest Period, the duration of that Interest Period
            shall, subject to sub-clauses 4.2.2, 4.2.3 and 4.2.4, be one month;

      4.2.2 any Interest Period which begins during or at the same time as any
            other Interest Period and made under the same Term Facility shall
            end at the same time as that other Interest Period;

      4.2.3 to the extent necessary to ensure at any time Advances (in an
            aggregate amount not less than the amount of the next scheduled
            repayment of principal hereunder) have Interest Periods expiring on
            the relevant scheduled Term Repayment Date, any Interest Period
            which would otherwise end during the month preceding, or extend
            beyond, a Term Repayment Date or Final Maturity Date shall be of
            such duration that it shall end on that Term Repayment Date or Final
            Maturity Date; and

      4.2.4 prior to the Syndication Date, Interest Periods shall be one month
            (or, if less, such duration necessary to end on the Syndication
            Date) or such other period as the Arranger and USPE may agree.

4.3   CONSOLIDATION OF TERM ADVANCES
      If two or more Interest Periods relating to Term Advances end at the same
      time and are made to the same Borrower, then, on each of the first and
      second anniversary of this Agreement, the Term Advances to which they
      relate shall be consolidated into and treated as a single Term Advance.

5.    PAYMENT AND CALCULATION OF INTEREST ON TERM ADVANCES

5.1   PAYMENT OF INTEREST
      On the last day of each Interest Period relating to a Term Advance the
      Borrower to which such Term Advance has been made shall pay accrued
      interest on the Term Advance to which such Interest Period relates.

5.2   CALCULATION OF INTEREST
      The rate of interest applicable to a Term Advance from time to time during
      an Interest Period relating thereto shall be the rate per annum which is
      the sum of the Margin at such time, the Mandatory Cost Rate in respect
      thereof (if any Bank gives notice to the Agent that it believes it is
      likely to have to pay the Mandatory Cost Rate in respect of such Term
      Advance) at such time and EURIBOR on the Quotation Date therefor.

5.3   TERM MARGIN RATCHET

      5.3.1 Subject to sub-clause 5.3.3, if the ratio of Gross Debt to EBITDA
            (calculated on a Pro Forma Basis) in respect of the most recent
            semi-annual period is within the range set out in column 1 of the
            margin grid table set out below, then the Applicable A Margin shall
            be the percentage per annum set out

                                  - 28 -
<PAGE>
            opposite such range in Column 2 of the Margin Grid Table below
            PROVIDED that from the Closing Date until the end of the first
            Interest Period ending after the date falling twelve months after
            the Closing Date, the Applicable A Margin shall be 1.75%, per
            annum.

                                  Margin Grid Table
                    Column 1                             Column 2

      Gross Debt to EBITDA (calculated on           APPLICABLE A MARGIN
              A PRO FORMA BASIS)

      Greater than 3.25:1                                  1.75

      Less than 3.25:1 but greater than or                 1.375
      equal to 2.25:1

      Less than 2.25:1 but greater than or                 0.90
      equal to 1.5:1

      Less than 1 .5:1                                     0.75

5.3.2 Any reduction or increase to the Applicable A Margin provided for in sub-
      clause 5.3.1 shall take effect only in relation to any Advance made or
      Interest Period commencing at least 15 Business Days after receipt by the
      Agent for the most recent semi-annual period of both (a) (in the case of a
      semi-annual period ending on the last day of USPE's financial year) the
      pro forma annual audited financial statements of the Group in accordance
      with Clause 17.1 (ANNUAL STATEMENTS) (certified by an auditor if so
      required in accordance with Clause 17.1) or (in the case of a six month
      period beginning on the first day of any other financial period of USPE's
      Financial Year) pro forma semi-annual financial statements of the Group in
      accordance with Clause 17.2 (QUARTERLY AND SEMI-ANNUAL STATEMENTS) for
      such relevant period and (b), in each case, a Compliance Certificate for
      such relevant period pursuant to Clause 17.5 (COMPLIANCE CERTIFICATES).

5.3.3 If at any time an Event of Default is continuing the Applicable A Margin
      shall be 1.75% per annum.

5.3.4 The change to the Applicable A Margin set out in sub-clause 5.3.3 shall
      apply from the date certified by the Agent (in writing) as the date on
      which an Event of Default has occurred or come into existence until the
      date such Event of Default is no longer continuing. The Agent shall give a
      certification thereof promptly on determining in its reasonable judgement
      that an Event of Default has occurred or exists and promptly upon becoming
      aware it is no longer continuing.

5.3.5 Where the Applicable A Margin has been reduced on the basis of unaudited
      financial statements in accordance with the provisions of this Clause 5.3,
      if on delivery of the annual audited consolidated financial statement of
      the Group, all in accordance with Clause 17 (FINANCIAL INFORMATION), or
      such certificate from an Authorised Signatory accompanying the same, such
      accounts, statements or certificate show that such reduction should not
      have been made,

                                  - 29 -
<PAGE>
      the said reduction shall be cancelled with immediate effect for each Term
      A Advance and the relevant Borrowers shall make payments to the Agent at
      the end of the current Interest Period as if such reduction had not
      applied for such period and as if the relevant Margin applies without any
      such reduction.

5.4   APPLICABLE B MARGIN INCREASE The Applicable B Margin shall at all times be
      0.50% per annum above that of the Applicable A Margin. If the Applicable
      Term A Margin is increased in accordance with Clause 5.3.5 the Applicable
      Term B Margin shall be increased accordingly and the Borrower shall make
      such payments as set out in Clause 5.3.5 in relation to the Applicable
      Term B Margin.

6.    MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

6.1   MARKET DISRUPTION
      If, in relation to any Advance:

      6.1.1 the relevant interbank rate is to be determined by reference to
            Reference Banks and at or about 11.00 a.m. on the Quotation Date for
            the relevant Interest Period none or only one of the Reference Banks
            supplies a rate for the purpose of determining the relevant
            interbank rate, for the relevant Interest Period or Term; or

      6.1.2 before the close of business in Madrid on the Quotation Date for
            such Advance the Agent has been notified by a Bank or each of a
            group of Banks to whom in aggregate thirty-five per cent. or more of
            such Advance is owed (or, in the case of an undrawn Advance, if
            made, would be owed) that the relevant interbank rate does not
            accurately reflect the cost of funding its participation in such
            Advance,

      then, the Agent shall notify USPE, the relevant Borrower and the Banks of
      such event and, notwithstanding anything to the contrary in this
      Agreement, Clause 6.2 (SUBSTITUTE INTEREST PERIOD AND INTEREST RATE) shall
      apply to such Advance (if it is a Term Advance which is already
      outstanding). If sub-clause 6.1.1 or 6.1.2 applies to a proposed Advance,
      such Advance shall not be made.


6.2   SUBSTITUTE INTEREST PERIOD AND INTEREST RATE
      If sub-clause 6.1.1 of Clause 6.1 (MARKET DISRUPTION) applies to an
      Advance, the duration of the relevant Interest Period shall be one month
      or, if less, such that it shall end on the next succeeding Term Repayment
      Date. If either sub-clause 6.1.1 or 6.1.2 of Clause 6.1 (MARKET
      DISRUPTION) applies to an Advance, the rate of interest applicable to such
      Advance during the relevant Interest Period shall (subject to any
      agreement reached pursuant to Clause 6.3 (ALTERNATIVE RATE)) be the rate
      per annum which is the sum of:

      6.2.1 the Margin applicable to the relevant Facility at such time;

      6.2.2 the Mandatory Cost Rate in respect thereof at such time; and

                                     - 30 -
<PAGE>
6.2.3 the rate per annum determined by the Agent to be the arithmetic mean
      (rounded upwards to four decimal places) of the rates notified by each
      Bank to the Agent before the last day of such Interest Period to be those
      which express as a percentage rate per annum the cost to each Bank of
      funding from whatever sources it may reasonably select its portion of such
      Advance during such Interest Period.

6.3   ALTERNATIVE RATE

      If:

      6.3.1 either of those events mentioned in sub-clauses 6.1.1 and 6.1.2 of
            Clause 6.1 (MARKET DISRUPTION) occurs in relation to an Advance; or

      6.3.2 reason of circumstances affecting the European Interbank Market
            during any period of three consecutive Business Days EURIBOR is not
            available,

      then, in any such case, if the Agent or USPE so requires, the Agent and
      USPE shall enter into negotiations with a view to agreeing an alternative
      basis:

      (a)   for determining the rates of interest from time to time applicable
            to the Advances; and/or

      (b)   upon which the Advances may be maintained (whether in euros or some
            other currency) thereafter,

      and any such alternative basis that is agreed shall take effect in
      accordance with its terms and be binding on each party hereto, PROVIDED
      THAT the Agent may not agree any such alternative basis without the prior
      consent of each Bank.

7.    NOTIFICATION

7.1   ADVANCES
      Not less than two Business Days before the first day of an Interest
      Period, the Agent shall notify each Bank;

      (a)   of the Facility that is to be utilised;

      (b)   the name of the Borrower;

      (c)   the proposed amount of the relevant Advance;

      (d)   the proposed length of the relevant Interest Period; and

      (e)   the aggregate principal amount of the relevant Advance allocated to
            such Bank pursuant to this Agreement.

7.2   INTEREST RATE DETERMINATION
      The Agent shall promptly notify USPE, the relevant Borrower and the Banks
      of each determination of the relevant interbank rate, the Margin and the
      Mandatory Cost Rate.

                                     - 31 -
<PAGE>
7.3   CHANGES TO ADVANCES OR INTEREST RATES
      The Agent shall promptly notify USPE, the relevant Borrower and the Banks
      of any change to:

      7.3.1 the proposed length of an Interest Period; or

      7.3.2 any interest rate occasioned by the operation of Clause 6 (MARKET
            DISRUPTION AND ALTERNATIVE INTEREST RATES).

8.    REPAYMENT OF THE TERM FACILITY

      TERM REPAYMENT INSTALMENTS
      USPE shall procure (and each Borrower which has drawn an Advance shall
      repay its share of the Outstandings in order to ensure) that the aggregate
      amount of the Outstandings are repaid on the dates set forth below in
      instalments in the amounts equal to the percentages set forth below of
      Term A Outstandings and Term B Outstandings, outstanding on the last day
      of the relevant Term Availability Period:

            TERM A REPAYMENT DATE    PERCENTAGE OF TERM A OUTSTANDINGS

            30 June 2003                            7.5
            31 December 2003                        7.5
            30 June 2004                            9,5
            31 December 2004                        9.5
            30 June 2005                           12.0
            31 December 2005                       12.0
            30 June 2006                           14.0
            31 December 2006                       14.0
            30 June 2007                           14.0


            TERM B REPAYMENT DATE    PERCENTAGE OF TERM B OUTSTANDINGS

            31 December 2007                       100.0

9.    PREPAYMENT

9.1   VOLUNTARY PREPAYMENT

      9.1.1 The Borrower to which a Term Advance has been made may, if it has
            given to the Agent not less than five Business Days' prior notice to
            that effect, prepay the whole of any Term Advance or any part of any
            Term Advance (being an amount or integral multiple of Euro
            3,000,000) subject always to Clause 9.1.3 below, at any time and
            without premium or penalty provided that:

                                  - 32 -
<PAGE>
      9.1.2 Any prepayment shall be made in the proportion of 7:3 against the
            Term A Outstandings and the Term B Outstandings, respectively.

      9.1.3 Any prepayment shall be on the last day of any Interest Period
            relating to the Term A Advances and Term B Advances or if at any
            other time on payment of the appropriate breakage costs in
            accordance with Clause 25 (DEFAULT INTEREST AND BREAK COSTS).

9.2   MANDATORY PREPAYMENT FROM EXCESS CASH

      9.2.1 USPE shall within 45 days of 31 December, 2002, calculate the Net
            Revenue for the Group for the year then ended and the Outstandings
            shall be prepaid at the end of the next Interest Period thereafter
            in an aggregate amount equal to the Excess Cash Flow in excess of 5%
            of Net Revenue (on a Pro Forma Basis) for the Group for such
            financial year up to a maximum of Euro 6,000,000. At the same time
            as the annual consolidated accounts for the Group are delivered for
            such period under Clause 17.1 (Annual Statements), USPE's auditors
            shall recalculate the Net Revenue of the Group on the basis of such
            accounts and shall recalculate the amount which would have been
            required to be repaid hereunder (the "NEW AMOUNT"). In the event
            that the New Amount is less than the amount actually paid (the
            "EXCESS AMOUNT"), the Excess Amount shall be deducted from the next
            following payment which is required to be made in respect of the
            Term A Outstandings (whether of principal or interest). In the event
            that the New Amount is greater than the amount actually paid, USPE
            shall prepay such amount as Interest Periods mature and interest
            shall accrue thereon at the applicable rate from the date the New
            Amount is calculated until such prepayment. Any such prepayment
            shall be applied in accordance with Clause 9.4.2 (APPLICATION OF
            PREPAYMENTS).

      9.2.2 USPE shall procure that within 10 days of delivery of the annual
            consolidated accounts for the Group for each of the years ended
            31 December 2003 up to 31 December 2007 the Outstandings shall be
            prepaid in an aggregate amount equal to (i) 50 per cent. of Net Cash
            Flow (being Free Cash Flow minus Total Debt Service), minus (ii) the
            amount of any voluntary prepayments of the Outstandings. Any such
            prepayment shall be applied in accordance with Clause 9.4.1
            (APPLICATION OF PREPAYMENTS).

9.3    MANDATORY PREPAYMENT ON SALE OR FLOTATION
       USPE shall (in the case of Clause 9.3.2, at the request OF any Bank)
       procure that the Outstandings are prepaid in full upon the occurrence of:

      9.3.1 the sale of the whole or substantially the whole of the Group's
            business or assets; or

      9.3.2 any Flotation.

9.4   APPLICATION OF PREPAYMENTS
      Any prepayment made under Clause 9.1 or Clause 9.2.2 (MANDATORY PREPAYMENT
      FROM EXCESS CASH) shall be applied in repayment pro rata against the
      Term A Outstandings and the Term B Outstandings;

                                  - 33 -
<PAGE>
      9.4.1 Any prepayment made under Clause 9.2.1 shall he applied in repayment
            of the Term A Outstandings, pro-rata across the remaining
            instalments;

      9.4.2 Any prepayment of Term Outstandings shall satisfy the remaining
            obligations under Clause 8.1 (TERM REPAYMENT INSTALMENTS) PRO RATA.

      9.4.3 If the Borrower makes any prepayment using the proceeds of
            Refinancing, the Borrower shall pay (to the Agent for distribution
            pro rata to the Banks) a 0.50 per cent. fee on the amount of the
            Facilities refinanced if such Refinancing occurs within the 12 month
            period from the date of the first Advance and shall pay (to the
            Agent for distribution pro rata to the Banks) a 0.25 per cent. fee
            if the refinancing takes place during the 12 month period which is
            between 12 months after the date of such first Advance and 24 months
            after such first Advance date. After 24 months after the first
            Advance Date, no prepayment penalty shall apply. Such fee shall be
            exempted if prepayment is made by way of a bond issue underwritten
            by Societe Generale or any of its affiliates (as defined in Clause
            20.28) or through a flotation or trade sale of its business.

9.5   NOTICE OF PREPAYMENT
      Any notice of prepayment given by a Borrower pursuant to this Clause 9
      shall be irrevocable, shall specify the date upon which such prepayment is
      to be made and the amount of such prepayment and shall oblige the relevant
      Borrower to make such prepayment on such date.

10.   REMOVAL OF BANKS

10.1  NOTICE OF REMOVAL OF A BANK

      If:

      10.1.1 any sum payable to any Bank by an Obligor is required to be
             increased pursuant to Clause 11.1 (TAX GROSS-UP); or

      10.1.2 any Bank claims indemnification from an Obligor under Clause 11.2
             (TAX INDEMNITY) or Clause 13.1 (INCREASED COSTS); or

      10.1.3 any relevant Borrower is required to treat any payment of interest
             to a Bank as a distribution for tax purposes,

      USPE may, whilst such circumstance continues, give the Agent at least ten
      Business Days notice (which notice shall be irrevocable) of its intention
      to cancel, repay and/or provide cash collateral in respect of the
      Commitment of such Bank.

10.2  REMOVAL OF A BANK
      On the day the notice referred to in Clause 10.1 (NOTICE OF REMOVAL OF A
      BANK) expires (if such circumstance relates to a Bank) each Borrower to
      which an Advance has been made shall repay such Bank's portion of the
      Advances.

10.3  NO FURTHER AVAILABILITY
      A Bank for whose account a repayment is to be made under Clause 10.1
      (NOTICE OF REMOVAL OF A BANK) shall not be obliged to participate in the
      making of Advances on or

                                  - 34 -
<PAGE>
after the date upon which the Agent receives USPE's notice of its intention to
procure the repayment of such Bank's share of the Outstandings, and such Bank's
Available Commitment shall be reduced to zero.

10.4  NO OTHER REPAYMENTS OR CANCELLATION
      The Borrowers shall not repay all or any part of the Outstandings except
      at the times and in the manner expressly provided for in this Agreement.

10.5  NO REBORROWING
      None of the Borrowers shall be entitled to reborrow any amount of any Term
      Facility which is repaid.

11.   TAXES

11.1  TAX GROSS-UP
      All payments to be made by an Obligor to any Finance Party hereunder shall
      be made free and clear of and without deduction for or on account of tax
      unless such Obligor is required to make such a payment subject to the
      deduction or withholding of tax, in which case the sum payable by such
      Obligor (in respect of which such deduction or withholding is required to
      be made) shall be increased to the extent necessary to ensure that such
      Finance Party receives a sum net OF any withholding or deduction equal to
      the sum which it would have received had no such deduction or withholding
      been made or required to be made Provided that any Obligor established in
      Spain will not be obliged to increase any payment under this Clause 11.1
      (a) to any Finance Party not being or ceasing to be a Qualifying Bank
      unless (i) the requirement to deduct or withhold would have applied had
      such Finance Party been or continued to be a Qualifying Bank or (ii) such
      Finance Party is not or ceases to be a Qualifying Bank as a result of a
      change of law or generally applied practice of, or interpretation OF any
      laws by, the Spanish Tax Administration or (b) to any Finance Party in
      relation to which the requirement to deduct or withhold is due solely to
      such Finance Party not being in compliance with its obligations (if any)
      under Clause 11.4.

11.2  TAX INDEMNITY
      Without prejudice to Clause 11.1 (TAX GROSS-UP), if any Finance Party is
      required to make any payment of or on account of tax on or in relation to
      any sum received or receivable hereunder (including any sum deemed for the
      purposes of tax to be received or receivable by such Finance Party whether
      or not actually received or receivable) or if any liability in respect of
      any such payment is asserted, imposed, levied or assessed against any
      Finance Party, USPE shall, upon demand of the Agent, promptly indemnify
      the Finance Party which suffers a loss or liability as a result against
      such payment or liability together with any interest, penalties, costs and
      expenses payable or incurred in connection therewith, PROVIDED THAT this
      Clause 11.2 shall not apply to:

      11.2.1 any tax imposed on and calculated by reference to the net income
             actually received or receivable by such Finance Party (but, for the
             avoidance of doubt, not including any sum deemed for purposes of
             tax to be received or receivable by such Finance Party but not
             actually receivable) by the jurisdiction in which such Finance
             Party is incorporated; or

                                 - 35 -
<PAGE>
      11.2.2 any tax imposed on and calculated by reference to the net income of
             the Facility Office of such Finance Party actually received or
             receivable by such Finance Party (but, for the avoidance of doubt,
             not including any sum deemed for purposes of tax to be received or
             receivable by such Finance party but not actually receivable) by
             the jurisdiction in which its Facility Office is located.

11.3  CLAIMS BY BANKS
      A Bank intending to make a claim pursuant to Clause 11.2 (TAX INDEMNITY)
      shall notify the Agent of the event giving rise to the claim, whereupon
      the Agent shall notify USPE thereof.

11.4  TAX CERTIFICATES
      Without prejudice to the other provisions of Clause 11 and the provisions
      of Clause 12 in relation to an exemption from or application of
      withholding tax of a rate lower than that of general application pursuant
      to the laws of Spain or to any double taxation treaty, any Finance Party
      which is not a Domestic Bank agrees to co-operate with the relevant
      Obligor to supply the Agent (which shall forthwith deliver a copy thereof
      to any Obligor established in Spain), with a certificate of residence
      issued by the pertinent fiscal administration, (i) in the case of a
      Qualifying Bank which is not a Domestic Bank, accrediting such Qualifying
      Bank as resident for tax purposes in a Qualifying State, prior to any
      first interest payment date and (ii) in the case of a Finance Party which
      is not a Qualifying Bank, accrediting such Finance Party as resident for
      tax purposes in a state which has signed and ratified a double taxation
      treaty with Spain. As such certificates are, at the date hereof, only
      valid for a period of one year, each such Finance Party will be required
      to so supply a further such certificate upon expiry of the previous
      certificate in relation to any further payment of interest.

12.   TAX RECEIPTS

12.1  NOTIFICATION OF REQUIREMENT TO DEDUCT TAX
      If, at any time, an Obligor is required by law to make any deduction or
      withholding from any sum payable by it hereunder (or if thereafter there
      is any change in the rates at which or the manner in which such deductions
      or withholdings are calculated), such Obligor shall promptly notify the
      Agent.

12.2  EVIDENCE OF PAYMENT OF TAX
      If an Obligor makes any payment hereunder in respect of which it is
      required to make any deduction or withholding, it shall pay the full
      amount required to be deducted or withheld to the relevant taxation or
      other authority within the time allowed for such payment under applicable
      law and shall deliver to the Agent for each Bank, within thirty days after
      it has made such payment to the applicable authority, an original receipt
      (or a certified copy thereof) issued by such authority evidencing the
      payment to such authority of all amounts so required to be deducted or
      withheld in respect of that Bank's share of such payment.

12.3  TAX CREDIT PAYMENT
      If an additional payment is made under Clause 11 (TAXES) by an Obligor for
      the benefit of any Finance Party and such Finance Party determines that it
      has obtained (and has

                                  - 36 -
<PAGE>
      derived full use and benefit from) a credit against, a relief or remission
      for, or repayment of, any tax, then, if and to the extent that such
      Finance Party determines that:

      12.3.1 such credit, relief, remission or repayment is in respect of or
            calculated with reference to the additional payment made pursuant to
            Clause 11 (TAXES); and

      12.3.2 its tax affairs for its tax year in respect of which such credit,
            relief, remission or repayment was obtained have been finally
            settled,

      such Finance Party shall, to the extent that it can do so without
      prejudice to the retention of the amount of such credit, relief, remission
      or repayment, pay to such Obligor such amount as such Finance Party shall
      determine to be the amount which will leave such Finance Party (after such
      payment) in no worse after-tax position than it would have been in had the
      additional payment in question not been required to be made by such
      Obligor.

12.4   TAX CREDIT CLAWBACK
       If any Finance Party makes any payment to an Obligor pursuant to Clause
       12.3 (TAX CREDIT PAYMENT) and such Finance Party subsequently determines
       that the credit, relief, remission or repayment in respect of which such
       payment was made was not available or has been withdrawn or that it was
       unable to use such credit, relief, remission or repayment in full, such
       Obligor shall reimburse such Finance Party such amount as such Finance
       Party determines is necessary to place it in the same after-tax position
       as it would have been in if such credit, relief, remission or repayment
       had been obtained and fully used and retained by such Finance Party.

12.5   TAX AND OTHER AFFAIRS
       No provision of this Agreement shall interfere with the right of any
       Finance Party to arrange its tax or any other affairs in whatever manner
       it thinks fit, oblige any Finance Party to claim any credit, relief,
       remission or repayment in respect of any payment under Clause 11 (TAXES)
       in priority to any other credit, relief, remission or repayment available
       to it nor oblige any Finance Party to disclose any information relating
       to its tax or other affairs or any computations in respect thereof.

13.    INCREASED COSTS

13.1   INCREASED COSTS
       If, by reason of (a) any change in law or in its interpretation by any
       relevant authority or administration and/or (b) compliance with any
       request or requirement relating to the maintenance of capital or any
       other request from or requirement of any central bank or other fiscal,
       monetary or other authority (in each case after the date of this
       Agreement):

       13.1.1 a Bank or any holding company of such Bank is unable to obtain the
              rate of return on its capital which it would have been able to
              obtain but for such Bank's entering into or assuming or
              maintaining a commitment, issuing or performing its obligations
              under the Finance Documents;

       13.1.2 a Bank any holding company of such Bank incurs a cost as a result
              of such Bank's entering into or assuming or maintaining a
              commitment, issuing or performing its obligations under the
              Finance Documents; or

                                - 37 -
<PAGE>
      13.1.3 there is any increase in the cost to a Bank or any holding company
            of such Bank of funding or maintaining such Bank's share of the
            Advances or any Unpaid Sum,

      then USPE shall, from time to time on demand of the Agent received by USPE
      within six months after the date on which the Bank has become aware of
      such matter, promptly pay to the Agent for the account of that Bank
      amounts sufficient to indemnify that Bank or to enable that Bank to
      indemnify its holding company from and against, as the case may be, (a)
      such reduction in the rate of return of capital, (b) such cost or (c) such
      increased cost.

13.2   INCREASED COSTS CLAIMS
       A Bank intending to make a claim pursuant to Clause 13.1 (INCREASED
       COSTS) shall notify the Agent of the event giving rise to such claim,
       whereupon the Agent shall notify USPE thereof.

13.3   EXCLUSIONS
       Notwithstanding the foregoing provisions of this Clause 13, no Bank shall
       be entitled to make any claim in respect of:

       13.3.1 any cost, increased cost or liability as referred to in Clause
              13.1 (INCREASED Costs) to the extent the same is compensated by
              the Mandatory Cost Rate;

       13.3.2 any cost, increased cost or liability compensated by Clause 11
              (TAXES); or

       13.3.3 any cost, increased cost or liability arising out of a Bank's
              wilful default or gross negligence.

14.    ILLEGALITY
       If, at any time, it is or will become unlawful for a Bank to make, fund,
       issue, participation or allow to remain outstanding all or part of its
       share of the Advances, then that Bank shall, promptly after becoming
       aware of the same, deliver to USPE through the Agent a notice to that
       effect and:

       14.1.1 such Bank shall not thereafter be obliged to participate in any
              Advance and the amount of its Available Term Commitment shall be
              immediately reduced to zero; and

       14.1.2 if the Agent on behalf of such Bank so requires, USPE shall
              procure that each Borrower shall on such date as the Agent shall
              have specified repay such Bank's share of any outstanding Advances
              together with accrued interest thereon and all other amounts owing
              to such Bank under the Finance Documents and any repayment of any
              Term Advance so made after the last day of the Term Availability
              Period shall reduce rateably the remaining obligations under
              Clause 8.1 (TERM REPAYMENT INSTALMENTS) in respect of the
              Outstandings under the Term Facility under which such Term Advance
              was made.

                                  - 38 -
<PAGE>
15.    MITIGATION
       If in respect of any Bank, circumstances arise which would or would upon
       the giving of notice result in:

       15.1.1 an increase in any sum payable to it or for its account pursuant
              to Clause 11.1 (TAX GROSS-UP);

       15.1.2 a claim for indemnification pursuant to Clause 11.2 (TAX
              INDEMNITY) or Clause 13.1 (INCREASED COSTS); or

       15.1.3 the reduction of its Available Term Commitment to zero or any
              repayment to be made pursuant to Clause 14 (ILLEGALITY)

       then, without in any way limiting, reducing or otherwise qualifying the
       rights of such Bank or the obligations of the Obligors under any of the
       Clauses referred to, such Bank shall, upon request by USPE or relevant
       Borrower and, in consultation with the Agent and USPE and to the extent
       that it can do so lawfully and without prejudice to its own position,
       take reasonable steps (including a change of location of its Facility
       Office or the transfer of its rights, benefits and obligations hereunder
       to another financial institution acceptable to USPE and willing to
       participate in the Facilities) to mitigate the effects of such
       circumstances, PROVIDED THAT such Bank shall be under no obligation to
       take any such action if, in the reasonable opinion of such Bank, to do so
       might have any material adverse effect upon its business, operations or
       financial condition (other than any minor costs and expenses of an
       administrative nature).

16.    REPRESENTATIONS
       Each Obligor makes the representations and warranties set out in Clause
       16.1 (STATUS) to Clause 16.33 (USPE'S KNOWLEDGE) to the Finance Parties
       on its own behalf and, in addition, USPE makes the representations set
       out therein to the Finance Parties on behalf of each member of the Group
       (assuming for the purposes of the representations made on the date hereof
       and each Permitted Acquisition Closing Date, that completion of the
       Acquisition has occurred. The Original Obligors acknowledge that the
       Finance Parties have entered into this Agreement in reliance on those
       representations and warranties. The representations and warranties in
       Clause 16.17 (INFORMATION MEMORANDUM) shall only be made on the dates
       specified in Clause 16.34 (REPETITION OF REPRESENTATIONS).

16.1   STATUS
       It is a corporation duly organised and validly existing under the laws of
       its jurisdiction of incorporation and is a limited liability corporation
       and has the power and all necessary governmental and other material
       consents, approvals, licences and authorisations under any applicable
       jurisdiction to own its property and assets and to carry on its business
       as currently conducted.

16.2   GOVERNING LAW AND JUDGMENTS

       16.2.1 In any proceedings taken in its jurisdiction of incorporation in
              relation to the Finance Documents (except the Security Documents),
              the choice of English law as the governing law of the Finance
              Documents and any judgment obtained in England will be recognised
              and enforced.

                                     - 39 -
<PAGE>
       16.2.2 In any proceedings taken in its jurisdiction of incorporation in
              relation to the Security Documents, the choice of Spanish law as
              the governing law of the Security Documents and any judgment
              obtained in Spain will be recognised and enforced.

16.3   BINDING OBLIGATIONS
       The obligations expressed to be assumed by it in the Finance Documents
       are legal and valid obligations binding on it and enforceable against it
       in accordance with the terms thereof save that any agreement by a
       shareholders' meeting (or partners' meeting, as applicable) to grant a
       Guarantee by any Material Subsidiary which is not wholly owned by USPE
       may be suspended or annulled if challenged ("IMPUGNADO") in accordance
       with the procedures set out in the Spanish LEY DE SOCIEDADES ANONIMAS by
       any minority shareholder in such Material Subsidiary or the LEY DE
       SOCIEDADES DE RESPONSABILIDAD LIMITADA, as applicable.

16.4   EXECUTION AND POWER
       Its execution of the Finance Documents and the Permitted Acquisition
       Documents to which it is, or will be from time to time, a party and its
       exercise of its rights and performance of its obligations thereunder and
       the transactions contemplated thereby (including, without limit,
       borrowing thereunder and granting any security or guarantees contemplated
       thereunder) do not and will not:

       16.4.1 conflict with any material agreement, mortgage, bond or other
              instrument or treaty to which it is a party or which is binding
              upon it or any of its assets; or

       16.4.2 conflict in a material way with its constitutive documents; or

       16.4.3 conflict with any applicable law or any applicable official or
              judicial regulation or order.

       It has the power to enter into and perform its obligations under the
       Finance Documents and the Permitted Acquisition Documents to which it is
       a party and all corporate and other action required to authorise the
       execution, delivery and performance of the Finance Documents and the
       Permitted Acquisition Documents to which it is a party and the
       transactions contemplated therein has been duly taken. No limit on its
       powers will be exceeded as a result of the borrowings, granting of
       security or giving of guarantees contemplated by the Finance Documents.

16.5   NO MATERIAL PROCEEDINGS
       No action or administrative proceeding of or before any court, arbitrator
       or agency (including, but not limited to, investigative proceedings)
       which could reasonably be expected to have a Material Adverse Effect has
       been started or threatened against it or its assets, nor are there any
       circumstances likely to give rise to any such action or proceedings.

16.6   FINANCIAL STATEMENTS

       16.6.1 Its Original Financial Statements and its most recent audited
              financial statements delivered to the Agent (consolidated in the
              case of USPE):

                                  - 40-
<PAGE>
       (a)    were prepared in accordance with accounting principles generally
              accepted in its jurisdiction of incorporation (or, in the case of
              audited financial statements of the Group, with accounting
              principles generally accepted in Spain) and consistently applied
              and comply with Clause 17.8 (ACCOUNTING POLICIES);

       (b)    disclose all liabilities (contingent or otherwise) and all
              unrealised or anticipated losses of such Obligor or, as the case
              may be, any member of the Group that are required by such
              accounting principles to be disclosed; and

       (c)    give a true and fair view of (in the case of audited financial
              statements) or fairly present in all material respects (in the
              case of unaudited financial statements) the financial condition
              and the results of the operations of operations of such Obligor
              or, as the case may be, the Group during the relevant period.

       16.6.2 Its financial year end and, in the case of USPE, the financial
              year end of the Group is 31 December.

16.7   NO MATERIAL ADVERSE CHANGE
       Since the date of its Original Financial Statements or, if later, the
       date as at which its most recent audited financial statements
       (consolidated in the case of USPE) were stated to be prepared, there has
       been no material adverse change in its business, operations, property,
       financial condition, performance or prospects or, in the case of USPE the
       Group taken as a whole.

16.8   VALIDITY AND ADMISSIBILITY IN EVIDENCE
       All acts, conditions and things required to be done, fulfilled and
       performed in order:

       16.8.1 to enable it lawfully to enter into, exercise its rights under and
              perform and comply with the obligations expressed to be assumed by
              it in the Finance Documents;

       16.8.2 to ensure that the obligations expressed to be assumed by it in
              the Finance Documents are legal, valid, binding and enforceable;
              and

       16.8.3 to make the Finance Documents admissible in evidence in its
              jurisdiction of incorporation,

       have been done, fulfilled and performed.

16.9   CLAIMS PARI PASSU
       Under the laws of its jurisdiction of incorporation in force at the date
       hereof, the claims of the Finance Parties against it under the Finance
       Documents will rank at least PARI PASSU with the claims of all its other
       unsecured and unsubordinated creditors save those whose claims are
       preferred solely by any bankruptcy, insolvency, liquidation or other
       similar laws of general application and, in the case of any Obligor
       incorporated in Spain, those whose claims have been raised to the status
       of Spanish Public Document before the date hereof and those debts which
       are preferred by paragraphs (1), (2), (3)

                                     - 41 -
<PAGE>
       and (4) of Article 913 and 914 of the Spanish Commercial Code or the
       ESTATUTO DE LOS TRABAJADORES .

16.10  NO FILING OR STAMP TAXES
       Under the laws of its jurisdiction of incorporation in force at the date
       hereof, it is not necessary that the Finance Documents be filed, recorded
       or enrolled with any court or other authority in such jurisdiction or
       that any stamp, registration or similar tax be paid on or in relation to
       the Finance Documents.

16.11  NO DEDUCTION OR WITHHOLDING
       Under the laws of its jurisdiction of incorporation in force at the date
       hereof, it will not be required to make any deduction or withholding from
       any payment it may make hereunder provided that, in the case of any
       Obligor incorporated in Spain, any Finance Party to whom it may make
       payment hereunder is a Qualifying Bank and has complied with its
       obligations under Clause 11.4 (TAX CERTIFICATES).

16.12  REPORTS
       Any Reports, Budgets or Business Plans shall have been prepared after due
       and careful consideration and USPE (and its executive directors), having
       made all reasonable enquiries in the circumstances of an Acquisition and
       the negotiation of Acquisition Documents:

       16.12.1 is not aware of any material inaccuracy as to factual matters
               relating to a Target contained in the relevant Reports or
               Business Plan;

       16.12.2 does not (as at the date hereof and the date thereof, as
               applicable) regard as unreasonable or unattainable any of the
               forecasts or projections set out in any of the Reports, Business
               Plans or Budgets for the relevant financial year end of the
               Group;

       16.12.3 believes (having made all reasonable enquiries) the assumptions
               upon which the forecasts and projections in relation to a Target
               contained in any Reports, Business Plans and Budgets are based to
               be fair and reasonable; and

       16.12.4 is not aware of any facts or matters not stated in any Reports,
               Business Plans or the Original Financial Statements or Financial
               Statements delivered thereafter, the omission of which make any
               statements contained therein misleading in any material respect;
               and

       16.12.5 has made full disclosure of all material facts to all the persons
               responsible for the preparing of any Reports in relation to USPE,
               the Group and any Target.

16.13  GROUP STRUCTURE

       16.13.1 The Group Structure Chart delivered to the Agent pursuant to
               Schedule 3 (CONDITIONS PRECEDENT) and as amended from time to
               time is true, complete and accurate; and

       16.13.2 all necessary inter-company loans, transfers, share exchanges and
               other steps resulting in the final Group structure set out in the
               Group Structure Chart or set out in any amended Group Structure
               chart have been taken in compliance

                                     - 42 -
<PAGE>
               with all relevant laws and regulations and all requirements of
               relevant regulatory authorities.

10.14  NO WINDING-UP
       No member of the Group has taken any corporate action nor have any other
       steps been taken or legal proceedings been started or (to the best of its
       knowledge and belief having made all reasonable enquiry) overtly
       threatened against any member of the Group for its winding-up,
       dissolution, administration or re-organisation (whether by voluntary
       arrangement, scheme of arrangement or otherwise save for any solvent
       reorganisation previously approved by an Instructing Group in writing) or
       for the enforcement of an Encumbrance over all or any of its revenues or
       assets or for the appointment of a receiver, administrator,
       administrative receiver, conservator, custodian, trustee, or similar
       officer of it or of any or all of its assets or revenues.

16.15  NO MATERIAL DEFAULTS
       No member of the Group:

       16.15.1 is in breach of or in default under any agreement to which it is
               a party or which is binding on it or any of its assets to an
               extent or in a manner which could reasonably be expected to have
               a Material Adverse Effect; or

       16.15.2 is or is likely to be in breach of or in default under any
               agreement to which it is party or which is binding on it or any
               of its assets as a result of entering into and performing its
               obligations under the Finance Documents in a manner which could
               reasonably be expected to have a Material Adverse Effect.

16.16. INFORMATION

       16.16.1 All of the written information supplied or to be supplied by
               USPE, any Obligor and any advisers of USPE and/or any Obligor to
               the Agent and/or the Banks and/or their advisers in connection
               with the Finance Documents is true, complete and accurate in all
               material respects as at the date such information was supplied
               and is not misleading in any material respect.

       16.16.2 USPE has not knowingly failed to disclose to the Agent any
               material facts or circumstances which would be reasonably likely,
               if disclosed, to affect adversely the decision of a person
               considering whether or not to provide finance to the Borrowers.

16.17  INFORMATION MEMORANDUM
       The factual information contained in the Information Memorandum is true,
       complete and accurate in all material respects, the financial projections
       contained therein have been prepared on the basis of recent historical
       information and on the basis of fair and reasonable assumptions and
       nothing has occurred or been omitted that renders the information
       contained in the Information Memorandum inaccurate or misleading in any
       material respect.

16.18  ENVIRONMENTAL COMPLIANCE
       Each member of the Group has duly performed and observed in all material
       respects all Environmental Law, Environmental Permits and all other
       material covenants,

                                  - 43 -
<PAGE>
16.25  TAXATION

       16.25.1 Each Group member has duly and punctually paid and discharged all
               taxes, assessments and governmental charges imposed upon it or
               its assets within the time period allowed therefore without
               imposing tax penalties or creating any Encumbrance with priority
               to the Banks or the security granted or evidenced by the Security
               Documents (save to the extent payment thereof is being contested
               in good faith by the relevant Group member and adequate reserves
               are being maintained for those taxes and where payment thereof
               can lawfully be withheld and would not result in an Encumbrance
               with priority to the security created or evidenced by the
               Security Documents; in relation to the representation made under
               this Clause 16.25 (TAXATION) on the date hereof, this proviso
               shall only apply to the extent any such payment has been
               previously disclosed to the Agent in writing).

       16.25.2 No Group member is materially overdue in the filing of any tax
               returns.

       16.25.3 No claims are being or are reasonably likely to be asserted
               against any Group member with respect to taxes which could
               reasonably be expected to have a Material Adverse Effect.

16.26  SECURITY INTEREST

       16.26.1 Each Security Document to which it is a party creates the
               security interest which that Security Document purports to create
               or, if that Security Document purports to evidence a security
               interest, accurately evidences a security interest which has been
               validly created and each security interest ranks in priority as
               specified in the Security Document creating or evidencing that
               interest.

       16.26.2 The shares of any Group member which are subject to an
               Encumbrance under the Security Documents are fully paid and not
               subject to any option to purchase or similar rights and the
               constitutional documents of any such Group member do not and
               could not restrict or inhibit (whether absolutely, partly, under
               a discretionary power or otherwise) any transfer of such shares
               pursuant to enforcement of the Security Documents.

16.27  INTELLECTUAL PROPERTY
       It is not aware of any adverse circumstance relating to validity,
       subsistence or use of any of its Intellectual Property which could
       reasonably be expected to have a Material Adverse Effect.

16.28  GOOD TITLE TO ASSETS
       It has good title to or valid leases of or other appropriate licence,
       authorisation or consent to use its assets necessary to carry on its
       business as presently conducted (including, without limitation, its
       Properties and Intellectual Property Rights).

16.29  ACQUISITION DOCUMENTS
       Save for minor or technical amendments, variations or waivers, there has
       been no amendment, variation or waiver of the terms of any Permitted
       Acquisition Documents save as approved in writing by the Agent.

                                     - 45 -
<PAGE>
16.30  LEGAL AND BENEFICIAL OWNER
       It is the absolute legal and, where applicable, beneficial owner of all
       its assets subject to any Permitted Encumbrances and to any security
       granted under the Security Documents to which it is a party.

16.31  ISSUE OF SHARE CAPITAL
       Save to the extent contemplated in the Shareholders Agreement, there are
       no agreements in force or corporate resolutions passed which call for the
       present or further issue or allotment of, or grant to any person the
       right (whether conditional or otherwise) to call for the issue or
       allotment of any share, loan note or loan capital of USPE or any Group
       member (including an option or right of preemption or conversion).

16.32  NO TRADING
       Save as contemplated by, or otherwise in connection with this Agreement,
       the Finance Documents and the Permitted Acquisition Documents and the
       transactions contemplated hereby or thereby, USPE has not traded or
       undertaken any commercial activities of any kind and has no liabilities
       or obligations (actual or contingent).

16.33  USPE'S KNOWLEDGE
       USPE is not aware of any event, fact or circumstance which would
       constitute a breach of warranty or misrepresentation or breach of
       contract or other claim against the Vendor if all references in any of
       the Permitted Acquisition Documents to "so far as the Vendor is aware" or
       similar were deleted.

16.34  REPETITION OF REPRESENTATIONS
       16.34.1 The Repeated Representations shall be deemed to be repeated by
               the relevant Obligor by reference to the facts and circumstances
               then existing on the Closing Date, any Permitted Acquisition
               Closing Date, the date each Notice of Drawdown is given, on the
               first day of each Interest Period, on each date on which an
               Advance is or is to be made (or any Advance is rolled over) and
               on each date on which a company becomes (or it is proposed that a
               company becomes) an Additional Obligor and at the end of each
               Financial Quarter of the Group.

       16.34.2 Clause 16.17 (INFORMATION MEMORANDUM) shall be deemed to be made
               on the date that the Information Memorandum is approved by USPE
               and on the Syndication Date.

17.    FINANCIAL INFORMATION

17.1   ANNUAL STATEMENTS

       17.1.1 Each Obligor shall as soon as the same become available, but in
              any event within 180 days after the end of each of its financial
              years, deliver to the Agent in sufficient copies for the Banks its
              consolidated financial statements and, in the case of USPE, the
              consolidated financial statements of the Group for such financial
              year, audited by an internationally recognised firm of independent
              auditors licensed to practise in its jurisdiction of
              incorporation, and the related auditor's reports.

                                  - 46 -
<PAGE>
       17.1.2 USPE shall, upon delivery of the statements referred to in Clause
              17.1.1, deliver to the Agent in sufficient copies for the Banks
              pro forma consolidated financial statements of the Group for such
              financial year (certified if requested by the Agent by the
              auditors who have audited the statements referred to in Clause
              17.1.1. as representing an accurate reflection of the revised
              consolidated EBITDA of the Group), incorporating the financial
              statements of any Target acquired during such financial year as
              though such Target(s) had been acquired at the beginning of that
              year.

       Such audited financial statements of USPE shall be accompanied by a
       statement of USPE showing a comparison of actual performance by the Group
       with the performance projected by the Budget for such period and (in
       respect of first two sets of accounts) the Business Plan for such period.

17.2   QUARTERLY AND SEMI-ANNUAL STATEMENTS
       Each Obligor shall as soon as the same become available, but in any event
       within 45 days after the end of each of the first three Financial
       Quarters, of each of its financial years, deliver to the Agent (and, if
       requested, in sufficient copies for the Banks) its financial statements
       and pro forma financial statements (or, in the case of USPE, the
       consolidated financial statements of the Group and Pro Forma Basis
       consolidated financial statements) for such period, such pro forma
       statements being prepared as though any Target acquired during such
       Financial Quarter were acquired at the beginning thereof.

       Such quarterly and semi-annual statements shall be in a form reasonably
       acceptable to the Agent and shall include a balance sheet, profit and
       loss account and cash flow statement and, in the case of the consolidated
       quarterly or semi-annual statements of the Group:

       17.2.1 a comparison of actual performance by the Group with the
              performance projected by the Budget for such period and (in
              respect of periods commencing within two years of the Closing
              Date) the Business Plan for such period;

       17.2.2 a rolling reforecast to the end of the current financial year; and

       17.2.3 in respect of each Financial Quarter or half year commencing with
              the first Financial Quarter or half-year, respectively, ending
              after the Closing Date, a comparison with the performance in the
              corresponding period of the previous year.

17.3   MONTHLY MANAGEMENT STATEMENTS
       USPE shall as soon as the same become available but in any event within
       45 days after the end of each month deliver to the Agent in sufficient
       copies for the Banks the consolidated financial statements of the Group
       (save as set out in this Clause 17.3) for such period.

       Such monthly accounts shall be on a month-to-month and cumulative basis
       and in a form reasonably acceptable to the Agent and shall include a
       balance sheet, profit and

                                  - 47 -
<PAGE>
       loss account and cashflow statements and provide a management commentary
       thereon as to, INTER ALIA, the Group's performance during such month and
       any material developments or proposals affecting the Group or its
       business, together with a comparison of actual performance by the Group
       with the performance projected by the Budget for such period and (in
       respect of periods commencing within two years of the Closing Date) the
       Business Plan for such period and with the performance in the
       corresponding calendar month of the previous financial year.

       Such monthly accounts shall not include any Target acquired during the
       three month period immediately prior to the end of the month in respect
       of which they are prepared.

17.4   REQUIREMENTS AS TO FINANCIAL STATEMENTS
       Each Obligor shall ensure that each set of financial statements delivered
       by it pursuant to this Clause 17 is certified by an Authorised Signatory
       of such Obligor as giving a true and fair view of (in the case of audited
       financial statements) or fairly presents (in the case of unaudited
       financial statements) its financial condition (or in the case of USPE,
       the consolidated financial condition of the Group) as at the end of the
       period to which those financial statements relate and of the results of
       its (or, as the case may be, the Group's) operations during such period.

17.5   COMPLIANCE CERTIFICATES
       USPE shall ensure that each set of financial statements delivered by it
       pursuant to Clause 17.1 (ANNUAL STATEMENTS) and Clause 17.2 (QUARTERLY
       AND SEMI-ANNUAL STATEMENTS) IS accompanied by a Compliance Certificate
       signed by its auditors (in the case of a Compliance Certificate delivered
       with its annual financial statements) and by two Directors of USPE (in
       the case of a Compliance Certificate delivered with its annual or its
       quarterly financial statements).

17.6   BUDGET
       USPE shall, as soon as the same become available, and in any event not
       later than forty five (45) days after the beginning of any financial
       year, deliver to the Agent in sufficient copies for the Banks an annual
       Budget (in a form agreed with the Agent) prepared by reference to each
       Financial Quarter in respect of such financial year of the Group
       including:

       17.6.1 forecasts of projected disposals (including timing and amount
              thereof) on a consolidated basis of the Group for such financial
              year;

       17.6.2 projected annual profit and loss accounts (including projected
              turnover and operating costs) for and projected balance sheets and
              cash flow statements on a quarterly basis for such financial year
              on a consolidated basis for the Group;

       17.6.3 projected capital expenditure to be incurred on a quarterly basis
              for such financial year on a consolidated basis for the Group;

       17.6.4 projected EBIT and EBITDA as at the end of each Financial Quarter
              in such financial year; and

       17.6.5 a qualitative analysis and commentary from the management on its
              proposed activities for such financial year.

                                     - 48 -
<PAGE>
              USPE shall forthwith provide the Agent with details of any
              material changes in the projections delivered under this Clause
              17.6 as soon as it become aware of any such change.

17.7   OTHER FINANCIAL INFORMATION
       Each Obligor shall from time to time on the request of the Agent, furnish
       the Agent with such information about the business, condition (financial
       or otherwise), operations, performance, properties or prospects of the
       Group as the Agent or any Bank (through the Agent) may reasonably
       require.

17.8   ACCOUNTING POLICIES
       Each Obligor shall ensure that each set of financial statements delivered
       pursuant to this Clause 17 is prepared using accounting policies,
       practices, procedures and reference period consistent with those applied
       in the preparation of the Original Financial Statements (with normal
       period end adjustments for monthly and quarterly accounts) (the
       "REFERENCE FINANCIAL STATEMENTS") unless, in relation to any such set of
       financial statements, the relevant Obligor notifies the Agent that there
       have been one or more changes in any such accounting policies, practices,
       procedures or reference period and the auditors OF such Obligor provide:

       17.8.1 a description of the changes and the adjustments which would be
              required to be made to those financial statements in order to
              cause them to use the accounting policies, practices, procedures
              and reference period upon which the Original Financial Statements
              were prepared; and

       17.8.2 sufficient information, in such detail and format as may be
              reasonably required by the Agent, to enable the Banks to make an
              accurate comparison between the financial position indicated by
              those financial statements and the Original Financial Statements.

       If there has been a change in accounting policies, practices, procedures
       or reference period and the description and information required by this
       Clause 17.8 have been provided by the auditors in connection with such
       change and any amendments have been agreed pursuant to Clause 17.9
       (CHANGE IN ACCOUNTING POLICY) in connection with such change, then such
       change shall become part of the normal accounting policies, practices,
       procedures and reference period as if it were used in the preparation of
       the Original Financial Statements.

17.9   CHANGE IN ACCOUNTING POLICIES
       If there has been one or more such changes in any accounting policies,
       practices or procedures or reference period:

       17.9.1 the Agent and USPE shall (in consultation with the auditors of
              USPE, if necessary), at the Agent's request, negotiate in good
              faith with a view to agreeing such amendments to the financial
              covenants in Clause 19 (FINANCIAL CONDITION) the term margin
              ratchet in Clause 5.3 (TERM MARGIN RACHET), and the mandatory
              prepayment from excess cash in Clause 9.2 (MANDATORY PREPAYMENT
              FROM EXCESS CASH) and/or in each case, the definitions used
              therein as may be necessary to grant to the Banks protection
              comparable to

                                  - 49 -
<PAGE>
              that granted on the date hereof; and any amendments as agreed will
              have effect on the date agreed between the Agent and USPE; and

       17.9.2 if no such agreement is reached within 30 days of the Agent's
              request, the Agent shall (if so requested by an Instructing Group)
              instruct the auditors of USPE or independent accountants (approved
              by USPE or, in the absence of such approval within 5 days of
              request by the Agent therefor, a firm with recognised
              international expertise) to determine any amendment to Clause 19
              (FINANCIAL CONDITION) which those auditors or, as the case may be,
              accountants (acting as experts and not arbitrators) consider
              appropriate to grant to the Banks protection comparable to that
              granted on the date hereof, which amendments shall take effect
              when so determined by those auditors, or as the case may be,
              accountants. Where such auditors or accountants are instructed
              hereunder, the cost and expense of those auditors or accountants
              shall be for the account of USPE.

18.    OTHER INFORMATION

18.1   INFORMATION AS TO GUARANTORS
       USPE shall from time to time, at the request of the Agent, furnish the
       Agent with a report issued by its auditors stating which of its
       subsidiaries are Material Subsidiaries.

18.2.  SHAREHOLDER INFORMATION
       USPE shall, as soon as reasonably practicable, after the same are
       supplied or made available, furnish the Agent with such general
       information as is required by law to be supplied or made available to all
       shareholders (in their capacity as such) of USPE or, in the case of any
       Obligor, their creditors generally or any class thereof.

18.3   AUDITOR'S LETTER
       USPE shall at the request of the Agent require and authorise the Auditors
       to discuss with the Agent the information and other matters related to or
       arising out of the annual audit of the Group by the Auditors.

18.4   LITIGATION AND ENVIRONMENTAL CLAIMS
       USPE shall advise the Agent forthwith of the details of:

       18.4.1 each litigation, arbitration or administrative proceeding pending
              or threatened against any member of the Group which could
              reasonably be expected to result in liability of such member of
              the Group in an amount in excess of five per cent. of the total
              Current Assets (as defined in Clause 19.2) of the Group at the
              time such matter or claim was commenced (or its equivalent); and

       18.4.2 each Environmental Claim which could reasonably be expected to
              involve liability or expenditure in excess of five per cent. of
              the total Current Assets (as defined in Clause 19.2) of the Group
              at the time such claim was commenced.

18.5   SHAREHOLDERS OF USPE
       USPE shall promptly inform the Agent in writing upon any transfer of any
       legal or beneficial ownership of the shares of USPE or any change of
       control of such shares of

                                     - 50 -
<PAGE>
       which it is aware and such notice shall include details of the previous
       owner or controller and the new owner or controller and the number and
       type of shares affected.

18.6   INFORMATION COVENANTS USPE
       shall procure that any notices required to be delivered to the Agent
       under Clause 20 (COVENANTS) are delivered in accordance with such Clause.

19.    FINANCIAL CONDITION

19.1   FINANCIAL CONDITION
       USPE shall ensure that the financial condition of the Group (calculated
       on a Pro Forma Basis (consolidated), if applicable) shall be such that:

       19.1.1 CASH FLOW COVER: Cash Flow Cover at the end of March, June,
              September and December falling in each Relevant Period specified
              in column 1 below shall not be less than the ratio set out in
              column 2 below opposite such Relevant Period.

           COLUMN 1                                              COLUMN 2
           RELEVANT PERIOD                                       RATIO

           PERIOD EXPIRING DURING
           THE YEAR ENDING:      31/12 2000                       1:1
                                 31/12 2001                       1.05:1
                                 31/12 2002                       1.15 :1
                                 31/12 2003                       1.15:1
                                 31/12 2004                       1.15:1
                                 31/12 2005                       1.15:1
                                 31/12 2006                       1.15:1
                                 31/12 2007                       1.15:1

       "CASH FLOW COVER" means, in relation to any Relevant Period, the ratio of
       Free Cash Flow to Total Debt Service (other than during the period
       falling prior to the end of the Term Availability Period any Indebtedness
       for Borrowed Money to be refinanced with any Advances) for such Relevant
       Period.

       19.1.2 MINIMUM NET WORTH COVER: Minimum Net Worth Cover during each
              Relevant Period specified in column 1 below shall at all times not
              be less than the ratio set out in column 2 below opposite such
              Relevant Period.

           COLUMN 1                                               COLUMN 2
           RELEVANT PERIOD                                        RATIO

           PERIOD EXPIRING DURING
           THE YEAR ENDING:      31/12 2000                       2.25:1
                                 31/12 2001                       2.25:1
                                 31/12 2002                       2.25:1
                                 31/12 2003                        2.0:1
                                 31/12 2004                       1.75:1

                                  - 51 -
<PAGE>
                                 31/12 2005                       1.50:1
                                 31/12 2006                       1.50:1
                                 31/12 2007                       1.50:1

       "MINIMUM NET WORTH COVER" means, in relation to any Relevant Period, the
       ratio of Gross Debt to Consolidated Net Worth for such Relevant Period.

       19.1.3 GROSS DEBT COVER: Gross Debt Cover at the end of March, June,
              September and December falling in of each Relevant Period
              specified in column 1 below shall not be more than the ratio set
              out in column 2 below opposite such Relevant Period.

           COLUMN 1                                               COLUMN 2
           RELEVANT PERIOD                                        RATIO

           PERIOD EXPIRING DURING
           THE YEAR ENDING:      31/12 2000                        5.0:1
                                 31/12 2001                        5.0:1
                                 31/12 2002                        5.0:1
                                 31/12 2003                        5.0:1
                                 31/12 2004                        4.5:1
                                 31/12 2005                        4.5:1
                                 31/12 2006                        4.5:1
                                 31/12 2007                        4.5:1

       "GROSS DEBT COVER" means, in respect of any Relevant Period, the ratio of
       Gross Debt to EBITDA (calculated on a Pro Forma Basis) for such Relevant
       Period.

       19.1.4 INTEREST COVER

              The ratio of EBITDA to interest payable in respect of any
              Indebtedness for Borrowed Money of the Group during each Relevant
              Period specified in Column 1 below shall at all times be not less
              than the ratio set out in Column 2 below opposite such Relevant
              Period

           COLUMN 1                                               COLUMN 2
           RELEVANT PERIOD                                        RATIO

           PERIOD EXPIRING DURING
           THE YEAR ENDING:             31/12 2000                 2.5:1
                                        31/12 2001                 2.8:1
                                        31/12 2002                 3.0:1
                                        31/12 2003                 3.2:1
                                        31/12 2004                 3.5:1
                                        31/12 2005                 4.0:1
                                        31/12 2006                 4.0:1
                                        31/12 2007                 4.0:1

                                  -52-
<PAGE>
19.2   FINANCIAL DEFINITIONS
       In Clause 19 (FINANCIAL CONDITION) the following terms have the following
       meanings.

       "CAPITAL EXPENDITURE" means any expenditure or obligations in respect of
       expenditure (including any obligation in respect of the capital element
       of any Finance Lease, operating lease or capital lease) for the
       acquisition of equipment, fixed assets, real property, intangible assets
       and other assets of a capital nature, or for the replacements or
       substitutions therefor or additions or improvements thereto, that in any
       such case have a useful life of more than one year together with costs
       incurred in connection therewith.

       "CONSOLIDATED NET FINANCE CHARGES" means, in respect of any Relevant
       Period, the aggregate amount of the interest (including the interest
       element), commission, fees, discounts and other finance payments payable
       by any member of the Group (other than to another member of the Group or
       to USPI by any member of the Group).

       INCLUDING any commission, fees, discounts and other finance payments
       payable by any member of the Group under any interest rate hedging
       arrangement.

       BUT DEDUCTING (a) any commission, fees, discounts and other finance
       payments receivable by any member of the Group under any interest rate
       hedging instrument permitted by this Agreement, (b) any interest
       receivable by any member of the Group on any deposit or bank account and
       (c) any interest payable in relation to subordinated indebtedness.

       "CONSOLIDATED NET WORTH" means at any time the aggregate of the amounts
       paid up or credited as paid up on the issued share capital (other than
       any redeemable shares) and the aggregate amount of the reserves of the
       Group INCLUDING:

       (a)    any amount credited to the share premium account;

       (b)    any capital redemption reserve fund;

       (c)    any balance standing to the credit of the consolidated profit and
              loss account of the Group; and

       (d)    subordinated shareholders loans

       BUT DEDUCTING:

       (1)    any debit balance on the consolidated profit and loss account of
              the Group;

       (2)    (to the extent included) any amount shown in respect of goodwill
              (including goodwill arising only on consolidation) or other
              intangible assets of the Group and interests of non-Group members
              in Group subsidiaries but after adding back any amortised goodwill
              and any transaction expenses in connection with the Acquisition
              amortised or written off;

                                  - 53 -
<PAGE>
       (3)    (to the extent included) any amount set aside for taxation,
              deferred taxation or bad debts;

       (4)    (to the extent included) any amounts arising from an upward
              revaluation of assets made at any time after 31 December 1998
              (other than those required to be included in accordance with
              Spanish GAAP); and

       (5)    any dividend or distribution declared, recommended or made by any
              member of the Group to the extent payable to a person who is not a
              member of the Group and such distribution is not provided for in
              the most recent financial statements,

       and so that no amount shall be included or excluded more than once.

       "CURRENT ASSETS" means the aggregate of inventory, trade and other
       receivables of the Group on a consolidated basis including sundry debtors
       (but excluding cash at bank and Cash Equivalent Investments) maturing
       within twelve months from the date of computation and excluding amounts
       due from the relevant Vendors in connection with a Permitted Acquisition.

       "CURRENT LIABILITIES" means the aggregate of all liabilities (including
       trade creditors, accruals and provisions and prepayments) of the Group on
       a consolidated basis falling due within twelve months from the date of
       computation but excluding consolidated aggregate Indebtedness for
       Borrowed Money of the Group falling due within such period and any
       interest accruing on such Indebtedness for Borrowed Money due in such
       period and excluding amounts due to the Vendors in connection with the
       Acquisition.

       "EB1T" means, in respect of any Relevant Period, the consolidated net
       income of the Group BEFORE:

       (a)    any provision on account of taxation;

       (b)    any interest (including capitalised interest), commission,
              discounts or other fees incurred or payable, received or
              receivable by any member of the Group in respect of Indebtedness
              for Borrowed Money;

       (c)    any amounts received or paid pursuant to the interest hedging
              arrangements entered into in respect of the Facilities;

       (d)    any items treated as exceptional or extraordinary items;

       (e)    any amount attributable to goodwill arising on a Permitted
              Acquisition,

       Provided that any calculation made shall be made on a Pro Forma Basis as
       if any Acquisitions made during the Relevant Period were made at the
       beginning of such period.

       "EBITDA" means, for any Relevant Period, EBIT before any amount
       attributable to amortisation of intangible assets (including goodwill)
       and depreciation of tangible assets and amortisation, or the writing off
       of transaction expenses in relation to a Permitted Acquisition (to the
       extent, in each case, deducted in calculated EBIT).

                                  - 54 -
<PAGE>
       "EXCESS CASH FLOW" means, for any period for which it is being
       calculated, Free Cash Flow (for such purposes not calculated on a Pro
       Forma Basis) for that period less

       (a)    Total Debt Service (without double counting Consolidated Net
              Finance Charges) but adding back the amount of any cash dividends
              paid or made in such period;

       (b)    voluntary prepayments of the Term Facilities during such period;
              and

       (c)    extraordinary capital expenditure provided that such amount has
              been added to the purchase price for any existing and future
              Permitted Acquisitions.

       "FINANCIAL QUARTER" means the period commencing on the day after one
       Quarter Date and ending on the next Quarter Date.

       "FREE CASH FLOW" means, in respect of any Relevant Period, EBITDA
       (calculated on a Pro Forma Basis) of the Group after ADDING BACK:

       (i)    any decrease in the amount of Working Capital;

       AND DEDUCTING:

       (ii)   any amount of Capital Expenditure actually made by any member of
              the Group (excluding extraordinary Capital Expenditure for
              existing and future Permitted Acquisitions where such amount is
              added to the purchase price);

       (iii)  any increase in the amount of Working Capital;

       (iv)   any amount in respect of minority interests;

       (v)    any amount actually paid or due and payable in respect of taxes on
              the profits of any member of the Group; and

       (vi)   any cash payment in respect of any exceptional or extraordinary
              item,

       and no amount shall be included or excluded more than once.

       "GROSS DEBT" means, at any time, the aggregate Senior Indebtedness of the
       Group constituting Indebtedness for Borrowed Money (but excluding for
       such purpose any guarantee granted in relation to the Clinica San Camilo
       Building by any member of the Group in respect of Indebtedness for
       Borrowed Money to the extent that such guarantees are fully cash
       collateralised).

       "QUARTER DATE" means each of 31 March, 30 June, 30 September and
       31 December.

       "RELEVANT PERIOD" means each period of twelve months ending on the last
       day of each Financial Quarter of USPE's financial year.

       "SENIOR INDEBTEDNESS" means Indebtedness for Borrowed Money (other than
       Indebtedness for Borrowed Money owed to a member of the Group) that is
       not subordinated in right of payment to other Indebtedness for Borrowed
       Money.

       "TOTAL DEBT SERVICE" means, in respect of any Relevant Period, the
       aggregate of:

                                  - 55 -
<PAGE>
       (a)    Consolidated Net Finance Charges; and

       (b)    the aggregate of scheduled and mandatory payments of any
              Indebtedness for Borrowed Money falling due.

       "WORKING CAPITAL" means on any date Current Assets less Current
       Liabilities.

19.3   FINANCIAL TESTING
       The financial covenants set out in Clause 19 (FINANCIAL CONDITION) shall
       be tested by reference to each of the financial statements and/or each
       Compliance Certificate delivered pursuant to Clause 17 (FINANCIAL
       INFORMATION).

19.4   AUDITOR'S VERIFICATION
       The Agent may, at any time if it has reasonable grounds for believing
       that the figures prepared by USPE are incorrect, inaccurate or incomplete
       at USPE's expense require the auditors of the Group to verify the figures
       supplied by USPE in connection with:

       19.4.1 the financial conditions set out in Clause 19.1 (FINANCIAL
              CONDITION);

       19.4.2 the financial conditions to be satisfied in order to permit a
              reduction in margin in accordance with Clause 5.3 (TEAM MARGIN
              RATCHET); or

       19.4.3 the financial condition to be satisfied to reduce mandatory
              prepayments from Excess Cashflow in accordance with Clause 9.2
              (MANDATORY PREPAYMENT FROM EXCESS CASH).

       The Agent may, in accordance with this Clause 19.4, request verification
       of any figure or calculation made in a Compliance Certificate delivered
       under Clause 18 (OTHER INFORMATION) and/or any figure contained in the
       financial statements delivered under Clause 17 (FINANCIAL INFORMATION)
       which is relevant to the calculation of the financial conditions referred
       to above.

       If such auditors fail to verify such figures to the reasonable
       satisfaction of the Agent after being requested to do so, the Agent may
       appoint an independent firm of accountants to carry out an appropriate
       investigation and give a certificate in a form and content reasonably
       satisfactory to the Agent certifying or verifying the relevant figures
       and satisfaction of the above financial conditions shall be determined by
       reference to the figures so verified or certified even if the audited or
       management accounts for the same date or period have not yet been
       published.

19.5   ACCOUNTING TERMS
       All accounting expressions to the extent that not otherwise defined
       herein shall be construed in accordance with generally accepted
       accounting principles in Spain.

20.    COVENANTS

20.1   MAINTENANCE OF LEGAL VALIDITY AND LEGAL STATUS
       Each Obligor shall do all such things as are necessary to maintain its
       existence as a legal person and obtain, comply with the terms of and do
       all that is necessary to maintain in full force and effect all
       authorisations, approvals, licences, consents and exemptions required in
       or by the laws of its jurisdiction of incorporation to enable it lawfully
       to

                                     - 56 -
<PAGE>
       enter into and perform its obligations under the Finance Documents to
       which it is expressed to be a party and to ensure the legality, validity,
       enforceability or admissibility in evidence in its jurisdiction of
       incorporation of the Finance Documents and, on request of the Agent,
       supply copies (certified by an Authorised Signatory of the relevant
       Obligor as true, complete and up to date) of any such authorisations,
       approvals, licences, consents and exemptions.

20.2   INSURANCE

       20.2.1 Each Obligor shall and shall procure that each member of the Group
              shall effect and maintain insurances on and in relation to its
              business and assets with reputable underwriters or insurance
              companies against such risks and to such extent as is usual for
              prudent companies carrying on a business such as that carried on
              by such member of the Group (including, but not limited to, loss
              of earnings, business interruption, directors and officers
              liability cover) and is reasonably satisfactory to the Agent.

       20.2.2 Without prejudice to sub-clause 20.2.1, each Obligor shall, and
              shall procure that each Group member effects and maintains
              insurances on and in relation to its business and assets against
              such risks and at such levels as are set out in the Insurance
              Report or such higher levels as are normally maintained by persons
              carrying on the same business as that carried on by such Group
              member.

       20.2.3 USPE shall (if so requested in writing) supply the Agent with
              copies of all such insurance policies or certificates of insurance
              in respect thereof or (in the absence of the same) such other
              evidence of the existence of such policies as may be reasonably
              acceptable to the Agent and shall, in any event, notify the Agent
              of any material changes to its insurance cover made from time to
              time. USPE shall ensure that the security interest created under
              the Security Documents is noted on such policies which are asset
              insurance policies within 30 days of the date hereof and that the
              Agent be named as loss payee.

20.3   ENVIRONMENTAL MATTERS

       20.3.1 Each Obligor shall and shall ensure that each member of the Group
              shall comply in all material respects with all Environmental Law
              and obtain and maintain any Environmental Permits and take all
              reasonable steps in anticipation of known or expected future
              changes to or obligations under the same, breach of which (or
              failure to obtain, maintain or take which) could reasonably be
              expected to have a Material Adverse Effect.

       20.3.2 Each Obligor shall, and shall procure that each Group member
              shall, inform the Agent in writing as soon as reasonably
              practicable upon becoming aware of the same if any Environmental
              Claim has been commenced or (to the best of its knowledge and
              belief) is threatened against any member of the Group in any case
              where such claim would be reasonably likely to have a Material
              Adverse Effect or of any facts or circumstances which will or are
              reasonably likely to result in any Environmental Claim being
              commenced or threatened against any member of the Group in any
              case where such claim could reasonably be expected to have a
              Material Adverse Effect.

                                     - 57 -
<PAGE>
20.4   NOTIFICATION OF EVENTS OF DEFAULT
       Each Obligor shall and shall procure that each Group member shall, inform
       the Agent of the occurrence of any Event of Default or Potential Event of
       Default and, upon receipt of a written request to that effect from the
       Agent, confirm to the Agent that, save as previously notified to the
       Agent or as notified in such confirmation, no Event of Default or
       Potential Event of Default has occurred.

20.5   CLAIMS PARI PASSU
       Each Obligor shall ensure that at all times the claims of the Finance
       Parties against it under the Finance Documents rank at least PARI PASSU
       with the claims of all its other unsecured and unsubordinated creditors
       save those whose claims are preferred by any bankruptcy, insolvency,
       liquidation or other similar laws of general application and, in the case
       of any Obligor incorporated in Spain, those whose claims have been raised
       to the status of Spanish Public Document before the date hereof and those
       debts which are preferred by paragraphs (1), (2), (3) and (4) of Article
       913 and 914 of the Spanish Commercial Code or the ESTATUTO DE LOS
       TRABAJADORES.

20.6   CONSENTS AND APPROVALS
       Each Obligor shall, and shall procure that each member of the Group
       shall, comply with all applicable laws, rules, regulations and orders and
       obtain and maintain all governmental and regulatory consents, licences,
       authorisations and approvals the failure to comply with which or the
       failure to obtain and maintain which could be reasonably be expected to
       have a Material Adverse Effect.

20.7   CONDUCT OF BUSINESS
       Each Obligor shall, and shall procure that each member of the Group
       shall, ensure that it has the right and is duly qualified to conduct its
       business as it is conducted from time to time in all applicable
       jurisdictions and does all things necessary to obtain, preserve and keep
       in full force and effect all rights including, without limitation, all
       franchises, contracts, licences, consents and other rights which are
       necessary for the conduct of its business.

20.8   TAX

       20.8.1 Each Obligor shall, and shall procure that each member of the
              Group shall, duly and punctually pay and discharge (a) all taxes,
              assessments and governmental charges imposed upon it or its assets
              within the time period allowed therefore without imposing
              penalties and without resulting in an Encumbrance with priority to
              any Bank or any security purported to be granted by or created
              pursuant to the Security Documents (save to the extent payment
              thereof is being contested in good faith by the relevant Group
              member and adequate reserves are being maintained for those taxes
              and where payment thereof can lawfully be withheld and would not
              result in an Encumbrance with priority to the security created or
              evidenced by the Security Documents) and (b) all lawful claims
              which, if unpaid, would by law become Encumbrances upon its
              assets.

       20.8.2 No Obligor shall change its place of residence for tax purposes
              without the prior written consent of an Instructing Group.

                                  - 58 -
<PAGE>
20.9   PRESERVATION OF ASSETS
       Each Obligor shall, and shall procure that each member of the Group
       shall, maintain and preserve all of its assets that are necessary in the
       conduct of its business as conducted at the date hereof in good working
       order and condition, ordinary wear and tear excepted.

20.10  SECURITY

       20.10.1 USPE shall ensure that any member of the Group which is a
               Material Subsidiary is or shall, no later than 90 days after
               becoming a Material Subsidiary (save in the case of the
               acquisition of Clinics San Camilo, S.A., which shall become an
               Additional Guarantor within 90 days of the date on which it is
               acquired by the Group and lnstituto Universitario Dexeus and
               Instituto Policlinico Santa Teresa which shall do so within [90]
               days of the Closing Date) become an Additional Guarantor in
               accordance with Clause 34 (ADDITIONAL GUARANTORS) save unless (a)
               the interests of any minority shareholders) in such Material
               Subsidiary make it, in the opinion of counsel to the Agent,
               legally impossible for such Material Subsidiary to become an
               Additional Guarantor, or (b) such minority shareholders have
               successfully challenged and set aside the resolution (or such
               resolution is suspended (if such suspension is not revoked) made
               by the Material Subsidiary in which they hold shares to give any
               Guarantee hereunder Provided always that USPE shall ensure that
               such resolutions are initially tabled in a shareholders meeting
               of such Material Subsidiary.

       20.10.2 Each Obligor shall, and shall procure that each member of the
               Group in which it has shares or other equity participations
               shall, at its own expense:

               (a)   enter into a share pledge agreement in the form agreed by
                     the Agent with respect to its shareholdings in the
                     following entities: Clinica Maternal Nuestra Senora de la
                     Esperanza, S.A.; Instituto Policlinico Santa Teresa, S.A.;
                     and Instituto Dexeus, S.A.;

               (b)   enter into a pledge over participations in the form agreed
                     by the Agent with respect to its participations in the
                     following entities: United Surgical Partners Madrid, S.L.;
                     United Surgical Partners Malaga, S.L.; Centro Radiologico,
                     S.L.; Clinics Sagrado Corazon, S.L.; USP Dermoestetica,
                     S.L.; and United Surgical Partners Europe, S.L.;

               (c)   following any breach of Clause 19.1, and providing such
                     breach is continuing and has been confirmed by the Agent,
                     following, if appropriate, any investigation referred to in
                     Clause 19.4, grant security over its fixed assets by
                     entering into a mortgage substantially in the form set out
                     in Schedule 12 or such other security document as may be
                     required by the Agent in respect of security to be granted
                     over its assets (provided that the agreement to grant such
                     security is not successfully challenged or annulled or.
                     suspended (and such suspension is not withdrawn) and to the
                     extent legally permitted.

                                  - 59 -
<PAGE>
20.10.3 Each Obligor shall, and shall procure that each member of the Group
        shall, at its own expense, take all such action as the Agent may require
        for the purpose of perfecting or protecting the Agent's rights under and
        preserving the security interests intended to be created or evidenced by
        any of the Finance Documents and following the making of any declaration
        pursuant to Clause 21.21 (ACCELERATION AND CANCELLATION) or 21.22
        (ADVANCES DUE ON DEMAND) for facilitating the realisation of any such
        security or any part thereof.

20.10.4 In the event that the Agent, acting on the instructions of all the
        Banks, determines that any security to be given in respect of the
        obligations of the Obligors should be given following, in respect of any
        Target, any merger of any member of the Group with such Target, rather
        than before, any security required to be granted hereunder shall be
        granted following such merger.

20.10.5 In the event of any breach of the obligations of any Obligor hereunder
        [and following a request of an Instructing Group], each Obligor shall at
        its own cost and expense, and shall procure that each member of the
        Group shall, to the extent legally possible (and, in the case of any
        member not wholly owned by USPE, to the extent any agreement to grant
        security or Guarantees is not suspended (and such suspension is not
        withdrawn) or annulled in accordance with the procedures set out in the
        Spanish LEY DE SOCIEDADES ANONIMAS ) or the LEY DE SOCIEDADES DE
        RESPONSABILIDAD LIMITADA, as applicable,) and as reasonably required by
        the Agent (acting on the instructions of an Instructing Group) from time
        to time, (a) promptly create or procure the creation of security over
        its assets in favour of the Finance Parties to secure all or any of the
        obligations of the Obligors under the Finance Documents, (b) procure the
        compliance with this Agreement of any other Group member which is not
        already a party hereto as an Obligor and (c) promptly provide additional
        security reasonably acceptable to an Instructing Group if any new Group
        member is incorporated or acquired or any assets or business are
        acquired Provided that such security can reasonably be provided.

20.10.6 Each Obligor shall and shall procure that each member of the Group which
        has subscribed in the participations of Centro Radiologico Juan XXIII,
        S.L. shall, at its own expense, enter into a pledge over such
        participations and, subsidiarily, over the rights arising from the
        subscription of such participations in form and substance satisfactory
        to the Agent.

20.11   PENSIONS

20.11.1 The Obligors shall, and shall procure that each Group member shall,
        ensure that all pension schemes are fully funded based on reasonable
        actuarial assumptions and recommendations and as required by law.

20.11.2 USPE shall deliver to the Agent at intervals of no more than three
        calendar years, and in any event at such time as those reports are
        prepared in order to comply with the then current statutory or auditing
        requirements, actuarial reports in relation to the pension schemes for
        the time being operated by or

                                  - 60 -
<PAGE>
        maintained for the benefit of members of the Group and/or any of its
        employees.

20.12   ACCESS
        USPE shall ensure that any one or more representatives, agents and
        advisers of the Agent will be allowed to have reasonable access to the
        assets, books, records and premises of each Group member and to inspect
        the same during normal business hours (at the expense of USPE).

20.13   INTELLECTUAL PROPERTY

        20.13.1 Each Obligor shall, and shall procure that each Group member
                shall:

                (a)     do all acts as are reasonably practicable to maintain,
                        protect and safeguard the Intellectual Property
                        necessary for the business of the relevant Group member
                        and not terminate or discontinue the use of any such
                        Intellectual Property;

                (b)     use all reasonable endeavours to police against and
                        detect any infringement of, or detect any challenge to,
                        any of the Intellectual Property necessary for the
                        business of the relevant Group member and, immediately
                        after becoming aware of any material infringement
                        thereof or material challenge thereto, inform the Agent
                        thereof and, at the request of the Agent but at the cost
                        of the relevant Group member, take such steps as the
                        Agent may from time to time reasonably direct in
                        relation to such infringement or challenge including any
                        steps in relation to the settlement of any legal
                        proceedings brought or defended in relation thereto.
                        Subject always, in the case of any material infringement
                        or material challenge, to any directions given by the
                        Agent, the relevant Group member shall not be precluded
                        from taking such steps as it shall consider necessary or
                        desirable in relation to any infringement of or
                        challenge to any of the Intellectual Property;

                (c)     observe and comply with all obligations and laws to
                        which it in its capacity as registered proprietor,
                        beneficial owner, user, licensor or licensee of the
                        Intellectual Property or any part thereof is subject
                        where failure to do so could reasonably be expected to
                        have a Material Adverse Effect; and

                (d)     pay all fees necessary to maintain, protect and
                        safeguard the Intellectual Property (as it is owned or
                        licensed by a Group member) which is necessary for the
                        business of the relevant member of the Group and the
                        registrations reasonably necessary or desirable to be
                        made in connection therewith before the latest time
                        provided for payment thereof and not permit any
                        registration of such property to terminate, be
                        abandoned, cancelled, lapse or be liable to any claim of
                        abandonment. Promptly upon request by the Agent for the
                        same, USPE will deliver or will procure delivery to the
                        Agent of, a receipt for such fees or other evidence
                        reasonably satisfactory to the Agent of the payment
                        thereof.

                                  - 61 -
<PAGE>
        20.13.2 Each Obligor shall not, and shall ensure that each Group member
                shall not:

                (a)     use or allow to be used, or take any step or omit to
                        take any step in respect of any of the Intellectual
                        Property, in any way which could reasonably be expected
                        to materially and adversely affect the existence or
                        value thereof or imperil the right of any Group member
                        to use any such property;

                (b)     without the prior written consent of the Agent, dispose
                        of or transfer or terminate or enter into any contract
                        or licence in respect of Intellectual Property, other
                        than (i) any licensing arrangements between members of
                        the Group and (ii) the entering into such contracts or
                        licences in the ordinary course of business where this
                        would not have a material adverse effect on the value of
                        the Intellectual Property, and (iii) Permitted
                        Disposals.

20.14   CASH MANAGEMENT
        Each Obligor shall, and shall procure that each Group member shall, to
        the extent that to do so would not be likely to cause a breach of law on
        the part of the relevant Group member or its directors and except to the
        extent that the directors or the finance director (or equivalent
        financial officer) of a Group member consider that such Group member
        would have inadequate resources to meet the forecast cashflow
        requirements of such Group member (which shall be determined by the
        board of directors or the financial director (or equivalent financial
        officer) of such Group member, acting reasonably, having regard to their
        or its responsibilities under applicable law):

        (a)     utilise their cash balances so as to service the interest,
                commitment commission and principal payable on the Facilities
                and pay any other amounts due under the Finance Documents; and

        (b)     if a member of the Group has not created security over such
                cash, lend any surplus cash remaining after compliance with
                sub-clause 20.14(a) to a member of the Group which has created
                such security.

20.15   VENDOR WARRANTIES
        Each Obligor, in its capacity as a Purchaser shall, and USPE will
        procure that any Purchaser will, diligently pursue all material claims
        for breach of contract or warranty by, or misrepresentation by, or
        indemnity or other claim against any relevant Vendor or any affiliate
        thereof or any of their respective employees, officers or advisers or
        any other party under or in connection with any Permitted Acquisition
        Documents.

20.16   NEGATIVE PLEDGE
        No Obligor shall, and each Obligor will procure that no member of the
        Group shall, without the prior written consent of an Instructing Group,
        create or permit to subsist any Encumbrance over all or any of its
        assets other than a Permitted Encumbrance.

20.17   SPANISH PUBLIC DOCUMENT
        The Obligors shall raise this Agreement (at its own cost and expense) to
        the status of a Spanish Public Document as at the Closing Date.

                                  - 62 -
<PAGE>
20.18   LOANS AND GUARANTEES
        No Obligor shall, and each Obligor will procure that no member of the
        Group shall, without the prior written consent of an Instructing Group,
        make any loans, grant any credit or other financial accommodation or
        give any guarantee or indemnity (except as required by the Finance
        Documents) to or for the benefit of any person or otherwise voluntarily
        assume any liability, whether actual or contingent, in respect of any
        obligation of any other person except:

        20.18.1 trade credit or indemnities granted in the ordinary course of
                trading and upon terms usual for such trade;

        20.18.2 Permitted Transactions; or

        20.18.3 guarantees of Permitted Financial Indebtedness.

20.19   FINANCIAL INDEBTEDNESS
        No Obligor shall, and each Obligor will procure that no member of the
        Group shall, incur, create or permit to subsist or have outstanding any
        Financial Indebtedness or enter into any agreement or arrangement
        whereby it is entitled to incur, create or permit to subsist any
        Financial Indebtedness other than, in either case, Permitted Financial
        Indebtedness.

20.20   DISPOSALS
        No Obligor shall, and each Obligor shall procure that no member of the
        Group shall, without the prior written consent of an Instructing Group,
        sell, lease, transfer or otherwise dispose of, by one or more
        transactions or series of transactions (whether related or not), the
        whole or any part of its revenues or its assets or its business or
        undertakings other than Permitted Disposals.

20.21   MERGERS
        Except as part or as a consequence of a Permitted Acquisition, no
        Obligor shall, and each Obligor shall procure that no member of the
        Group shall, merge or consolidate with any other person, enter into any
        demerger transaction or participate in any other type of corporate
        reconstruction save as otherwise permitted herein.

20.22   ACQUISITIONS
        Other than in relation to Permitted Acquisitions no Obligor shall, and
        each Obligor shall procure that no member of the Group shall:

        20.22.1 purchase, subscribe for or otherwise acquire any shares (or
                other securities or any interest therein) in, or incorporate,
                any other company or agree to do any of the foregoing; or

        20.22.2 purchase or otherwise acquire any assets (other than in the
                ordinary course of business) or (without limitation to any of
                the foregoing) acquire any business or interest therein or agree
                to do so; or

        20.22.3 form, or enter into, any partnership, consortium, joint venture
                or other like arrangement or agree to do so.

                                  - 63 -
<PAGE>
20.23   DIVIDENDS AND DISTRIBUTIONS
        No Obligor shall, and each Obligor shall procure that no Group member
        shall, pay, make or declare any dividend, return on capital, repayment
        of capital contributions or other distribution (whether in cash or in
        kind) or make any distribution of assets or other payment whatsoever in
        respect of share capital whether directly or indirectly save for
        Permitted Transactions.

20.24   SHARE CAPITAL
        No Obligor shall, and shall procure that no member of the Group shall,
        issue or redeem or repurchase, purchase, defease or retire any shares or
        grant any person the right (whether conditional or unconditional) to
        call for the issue or allotment of any share of USPE or any Group member
        (including an option or right of pre-emption or conversion) or any other
        equity investments, howsoever called, or alter any rights attaching to
        its issued shares (including ordinary and preference shares) other than
        (i) any issue of shares by an Obligor (other than USPE) to another
        wholly-owned member of the Group, (ii) the redemption, repurchase,
        defeasance or retirement by or purchase by a Group member of shares or
        share capital owned by an Obligor, (iii) the issue or grant of rights to
        call for the issue or allotment of shares of USPE or the alteration of
        rights attaching to USPE's shares (other than alterations that cause
        shares that were not previously redeemable at the option of the holder
        thereof prior to the Final Maturity Date to become so redeemable prior
        to such date) Provided that any shares so allotted or issued or any
        rights granted are pledged in favour of the Banks in form and substance
        satisfactory to the Banks.

20.25   AMENDMENTS
        No Obligor shall, and shall procure that no Group member shall, amend,
        vary, novate, supplement or terminate any of the Permitted Acquisition
        Documents, the constitutional documents or any other document delivered
        to the Agent pursuant to Clauses 2.3 (CONDITIONS PRECEDENT) or 33.2
        (BORROWER CONDITIONS PRECEDENT) or 34.2 (GUARANTOR CONDITIONS PRECEDENT)
        or waive any right thereunder.

20.26   CHANGE OF BUSINESS
        No Obligor shall, and shall procure that no Group member shall, make any
        material changes to the general nature of the business of the Group as
        carried on at the date hereof, or carry on any other business which
        results in any material change to the nature of such business.

20.27   FEES AND COMMISSIONS
        No Obligor shall, and shall procure that no Group member shall, other
        than as required or permitted hereunder, pay any fees or commissions to
        any person other than any fees payable on arm's length terms to third
        parties who have rendered service or advice to such Group member
        required by such Group member in the ordinary course of business.

20.28   ARM'S LENGTH BASIS
        No Obligor shall, and shall procure that no Group member shall, enter
        into any arrangement or contract with any of its affiliates or any Group
        member save where:

        20.28.1 both parties to the arrangement are Obligors; or

                                     - 64 -
<PAGE>
      20.28.2 in any other case:

            (a) such arrangement or contract is entered into on an arm's length
                basis and is fair and equitable to such Group member; and

            (b) if so requested by the Agent the benefit of such arrangement is
                charged as security for amounts owing hereunder (to the extent
                legally possible); and

            (c) if so requested by the Agent, claims in respect of such
                arrangements are subordinated to the claims of the Finance
                Parties under the Finance Documents (to the extent legally
                possible).

      For the purposes of this Clause 20.28 "AFFILIATE" of the specified person
      means any other person directly or indirectly controlling or controlled by
      or under common control with such specified person or which is a director,
      officer or partner (limited or general) of such specified person and for
      this purpose "CONTROL", means the possession, direct or indirect, of the
      power to vote five per cent (5%) or more of the securities having ordinary
      voting power for the election of directors or the power to direct or cause
      the direction of the management and policies of such person, directly or
      indirectly, whether through the ownership of voting securities, by
      contract or otherwise; and the terms "controlling" and "controlled" shall
      be construed accordingly.

20.29 JOINT VENTURES
      No Obligor shall, and each Obligor shall procure that no Group member
      shall, enter into or acquire or subscribe (or agree to enter into or
      acquire or subscribe) for any shares, stocks, securities or other interest
      in or transfer of any assets to or lend to or guarantee or give security
      for the obligations of any Joint Ventures.

20.30 ACQUISITION OF A TARGET
      USPE shall and shall ensure that each other Obligor shall:

      (a) in relation to a Permitted Acquisition, comply in all material
          respects with all relevant laws and all requirements of relevant
          regulatory authorities;

      (b) comply with and deliver all Conditions Precedent in accordance with
          Schedule 3 Part 2 (Conditions Precedent to a Permitted Acquisition);

      (c) at the request of the Agent, provide the Agent with any material
          information in the possession of the Group relating to the Permitted
          Acquisition as the Agent may reasonably request;

      (d) ensure that no publicity material, press releases or other public
          documents in relation to a Permitted Acquisition (other than those
          required by law or regulation) are published or released by or on
          behalf of it, or their advisers which refer to any of the Agent, the
          Arranger or the Banks, this Agreement or the Facilities unless such
          reference and the context in which it appears have previously been
          approved by the Agent and the Arranger (such approval not to be
          unreasonably withheld or delayed); and

                                     - 65 -
<PAGE>
      (e) not withhold its consent to any reasonable request by the Arranger or
          Agent to publicise the Facilities and the involvement of the Arranger,
          Agent and the Banks therein and the transactions contemplated thereby
          after the Closing Date.

20.31 HEDGING
      USPE shall, within 120 days of the Closing Date enter into hedging
      arrangements satisfactory to the Agent with a Hedge Counterparty in order
      to cap its total interest cost in respect of at least fifty per cent. of
      the Outstandings, for a minimum period acceptable to the Agent being not
      less than 3 years.

20.32 USPE

      USPE shall not carry on any business other than as the holding company of
      the Group and shall not own any assets other than its shareholding in its
      subsidiaries or subsidiary, as the case may be, intra-Group credit
      balances and credit balances in bank accounts and shall not incur any
      liabilities of any nature whatsoever other than (a) any Security
      contemplated pursuant to the terms of this Agreement, (b) professional
      fees and administration costs in the ordinary course of business, or (c)
      any liabilities under the Finance Documents.

20.33 CAPITAL EXPENDITURE
      Each Obligor shall not undertake capital expenditure in relation to the
      maintenance or improvement of its assets in excess of 115% of the amount
      of capital expenditure set out in its Budget for the relevant period in
      relation to Main Hospitals and shall not undertake such capital
      expenditure in excess of 45% of EBITDA in respect of such Main Hospitals
      in the financial year of the company owning those Main Hospitals
      immediately preceding its acquisition in relation to any Permitted
      Acquisition.

20.34 MANDATORY PREPAYMENT ACCOUNT
      Each Obligor shall make all payment of Excess Cash in accordance with
      Clause 9.2 into the Mandatory Prepayment Account.

20.35 SUBORDINATED LIABILITIES
      Each Obligor shall ensure that at all times all Subordinated Liabilities
      are subordinated in accordance with the terms of each Intercompany Debt
      Agreement.

20.36 HMT SHARE PLEDGES
      USPE shall procure that the HMT Share Pledges are discharged within a
      period of 6 months after the Closing Date and shall procure that the
      shares subject to such pledges are pledged in favour of the Banks as
      security for the obligations of the Obligors owed to the Banks immediately
      upon such discharge occurring.

20.37 CONDITIONS SUBSEQUENT
      20.37.1. USPE undertakes that it shall, within 60 days of the Closing
               Date, provide the following documents to the Agent:

               1.  The Budget and Business Plan.

               2.  The Reports (other than those relating to a Permitted
                   Acquisition) which are addressed to, the Arranger, the Agent
                   and the Banks and in a form and substance reasonably
                   satisfactory to the Arranger.

                                     - 66 -
<PAGE>
               3.  A detailed financial model sufficient to demonstrate
                   compliance with the covenants set out in Clause 19 during the
                   life of the transaction, including identifiable cost savings,
                   and sufficiently demonstrating in the opinion of the Agent,
                   compliance with all of the Conditions Precedent to an Advance
                   being made as well as projected compliance with all covenants
                   for the term of the Facilities.

               4.  A certificate of USPE auditors confirming which companies
                   within the Group are Material Subsidiaries.

      20.37.2  USPE shall, prior to the date on which any payment is to be made
               hereunder after the Syndication Date if any Bank is not a Spanish
               Bank, provide a copy to Agent, certified true by an Authorised
               Signatory, of a NUMERO DE OPERACION FINANCIERA set out on Form
               PE-1 duly stamped by the Bank of Spain assigning such a number to
               the Facilities.

21.   EVENTS OF DEFAULT

      Each of Clause 21.1 (FAILURE TO PAY) to Clause 21.18 (MATERIAL ADVERSE
      CHANGE) describes circumstances which constitute an Event of Default for
      the purposes of this Agreement.

21.1  FAILURE TO PAY
      Any amount due from an Obligor or the Obligors under the Finance Documents
      is not paid at the time, in the currency and in the manner specified
      herein unless such failure to pay is caused by technical difficulties with
      the banking system in relation to the transmission of funds and payment is
      made within three Business Days of the due date.

21.2  MISREPRESENTATION
      Any representation or statement made or deemed to be made by an Obligor in
      any Finance Document or in any notice or other document, certificate or
      statement delivered by it pursuant thereto or in connection therewith is
      or proves to have been incorrect or misleading in any material respect
      when made or deemed to be made.

21.3  FINANCIAL CONDITION
      At any time any of the requirements of Clause 17 (FINANCIAL INFORMATION),
      Clause 19.1 (FINANCIAL CONDITION), Clause 20.5 (CLAIMS PARI PASSU), Clause
      20.10 (SECURITY), Clause 20.19 (NEGATIVE PLEDGE), Clause 20.21 (LOANS AND
      GUARANTEES), Clause 20.26 (DIVIDENDS AND DISTRIBUTIONS), Clause 20.27
      (SHARE CAPITAL), Clause 20.28 (AMENDMENTS), Clause 20.33 (SUBORDINATED
      DEBT) and Clause 20.39 (SUBSIDIARIES) are not satisfied, in the case of
      Clause 17 and Clause 19.1 only, within a period of 30 days from the date
      upon which such requirements should have been satisfied and following, in
      the case of Clause 19.1 only, a review during such period of any failure
      to satisfy the conditions thereof in accordance with Clause 19.1 and
      confirmation from the Agent that such breach is not continuing.

21.4  OTHER OBLIGATIONS
      An Obligor fails duly to perform or comply with any other obligation
      expressed to be assumed by it in the Finance Documents and such failure,
      if capable of remedy, is not

                                     - 67 -
<PAGE>
      remedied within thirty days after the earlier to occur of the date the
      Agent has given notice thereof to USPE and such Obligor and the date the
      Obligor or USPE has actual knowledge.

21.5  CROSS DEFAULT
      Any Financial Indebtedness of any member of the Group is not paid when
      due, any Financial Indebtedness of any member of the Group is declared to
      be or otherwise becomes due and payable prior to its specified maturity,
      any commitment for any Financial Indebtedness of any member of the Group
      is cancelled or suspended by a creditor of any member of the Group or any
      creditor of any member of the Group becomes entitled to declare any
      Financial Indebtedness of any member of the Group due and payable prior to
      its specified maturity, PROVIDED THAT it shall not constitute an Event of
      Default if the aggregate amount (or its equivalent in euro) of all such
      Financial Indebtedness is less than euro 1,000,000.

21.6  INSOLVENCY AND RESCHEDULING
      Any member of the Group ceases or suspends generally payment of its debts
      or announces an intention to do so (or is deemed for the purposes of any
      law applicable to it to be) or is unable to pay its debts as they fall due
      or commences negotiations with or makes a proposal to its creditors in
      general with a view to the general readjustment or rescheduling of its
      indebtedness or makes a general assignment for the benefit of or a
      composition with its creditors or a moratorium is declared in respect of
      the indebtedness of any Group member.

21.7  WINDING-UP
      Any member of the Group takes any corporate action or other steps are
      taken or formal proceedings are started for its winding-up, dissolution,
      administration or re-organisation (which, if petitioned by a third party,
      is not dismissed by a relevant court or authority within 60 days of the
      petition from the date known to such member) (whether by way of voluntary
      arrangement, scheme of arrangement or otherwise) (save for any pursuant to
      a solvent reorganisation previously approved in writing by an Instructing
      Group) or for the appointment of a liquidator, receiver, administrator,
      administrative receiver, conservator, custodian, trustee or similar
      officer of it or of any or all of its revenues and assets (or any event
      occurs or proceedings are taken, including but not limited to, QUIEBRA or
      SUSPENSION DE PAGOS, or application being made for the same, with respect
      to any Group member which has a similar or equivalent effect to any of the
      foregoing in this Clause 21.7).

21.8  EXECUTION OR DISTRESS
      Any execution or distress is levied against, or any encumbrancer(s) take
      possession of, the whole or any part of, the property, undertaking or
      assets of any members) of the Group or any event occurs which under the
      laws of any jurisdiction has a similar or analogous effect in respect of
      indebtedness exceeding euro 1,000,000 (or equivalent) in aggregate at any
      time.

21.9  FAILURE TO COMPLY WITH FINAL JUDGMENT

      Any member(s) of the Group fail to comply with or pay any sum due from it
      or them under any final judgment or any final order made or given by any
      court of competent

                                     - 68 -
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      jurisdiction when such sums exceed euro 1,000,000 (or equivalent) in
      aggregate at any time.

21.10 GOVERNMENTAL INTERVENTION
      By or under the authority of any government:

      21.10.1  the management of any member of the Group is wholly or partially
               displaced or the authority of any member of the Group in the
               conduct of its business is wholly or partially curtailed; or

      21.10.2  all or a majority of the issued shares of any member of the Group
               or the whole or any material part of its revenues or assets is
               seized, nationalised, expropriated or compulsorily acquired.

21.11 OWNERSHIP OF THE OBLIGORS
      21.11.1  After the Closing Date, any Obligor (other than USPE) ceases to
               be a subsidiary (whether directly or indirectly) of USPE in which
               USPE owns at least 51% of the capital thereof, except where such
               disposal is permitted hereunder.

      21.11.2  After the Closing Date, USPE ceases to be owned, directly or
               indirectly, by Welsh Carson Anderson & Stowe Investment Group
               ("WELSH CARSON") in the percentage in which it is so owned at the
               Closing Date, save as a result of any capital increase in USPE or
               any intermediate company through which such group maintains such
               ownership (AN "INTERMEDIATE COMPANY") Provided always that the
               percentage so owned by Welsh Carson is at no time reduced below
               50%.

      21.11.3  After the Closing Date, the percentage of the capital held in
               USPE by Welsh Carson is reduced below 50% but no less than 40% as
               a result of any capital increase, whether in USPE or an
               Intermediate Company and a new investor or investors confirmed in
               writing as satisfactory to the Banks does not substitute Welsh
               Carson in the percentage in which its holding is so reduced

      21.11.4  After the Closing Date, the percentage of the capital held in
               USPE by Welsh Carson falls below 40%.

21.12 THE GROUP'S BUSINESS
      The Group taken as a whole ceases to carry on the business it carries on
      at the date hereof or enters into any `unrelated business that represents
      more than 3% of the revenue of the Group during any Financial Quarter.

21.13 REPUDIATION
      Any Finance Document or the security intended to. be constituted by or the
      subordination effected under any of the Finance Documents is repudiated by
      any person (other than a Finance Party) or any person (other than a
      Finance Party) does or causes to be done any act or thing evidencing an
      intention to repudiate any Finance Document and the repudiation is not
      withdrawn and rectified within 5 days or any such security or
      subordination or any Finance Document is not or ceases to be in full force
      and effect or

                                     - 69 -
<PAGE>
      the validity or  applicability  thereof to any sums due or to become due
      thereunder is disaffirmed by or on behalf of any Obligor.

21.14 ILLEGALITY
      At any time any Obligor no longer has the legal power to perform its
      obligations under the Finance Documents to which it is a party or to own
      its assets or to carry on its business or at any time it is or becomes
      unlawful for an Obligor to perform or comply with any or all of its
      obligations under any Finance Document to which it is a party or any of
      the obligations of an Obligor thereunder are not or cease to be legal,
      valid, binding and enforceable.

21.15 AUDITOR'S QUALIFICATION
      The auditors of USPE or any Group member qualify their annual audit report
      to the consolidated accounts of the Group in a manner which is, in the
      reasonable opinion of an Instructing Group, material in the context of the
      Facilities.

21.16 ENVIRONMENTAL
      Any Group member breaches any Environmental Law or any Environmental Claim
      is made against any Group member which, in either case, could reasonably
      be expected to have a Material Adverse Effect.

21.17 LITIGATION
      Any litigation, arbitration, administrative proceedings or governmental or
      regulatory investigations, proceedings or disputes are commenced or
      overtly threatened against any Group member or its respective assets or
      revenues or there are any circumstances likely to give rise to any such
      litigation, arbitration, administrative proceedings or governmental or
      regulatory investigations, proceedings or disputes which could be
      reasonably be expected to have a Material Adverse Effect.

21.18 MATERIAL ADVERSE CHANGE
      Any event or circumstance occurs which an Instructing Group reasonably
      believes could reasonably be expected to have a Material Adverse Effect.

21.19 ACCELERATION AND CANCELLATION
      Upon the occurrence of an Event of Default at any time thereafter, the
      Agent may (and, if so instructed by an Instructing Group, shall) by notice
      to USPE:

      21.19.1  declare all or any part of the Advances to be immediately due and
               payable (whereupon the same shall become so payable together with
               accrued interest thereon and any other sums then owed by the
               Obligors under the Finance Documents) or declare all or any part
               of the Advances to be due and payable on demand of the Agent;
               and/or

      21.19.2  require the Borrower to procure that the liabilities of each of
               the Banks is promptly reduced to zero; and/or

      21.19.3  declare that any unutilised portion of the Facilities shall be
               cancelled, whereupon the same shall be cancelled and the
               Available Commitment of each Bank shall be reduced to zero.

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21.20 ADVANCES DUE ON DEMAND
      If, pursuant to Clause 21.19 (ACCELERATION AND CANCELLATION), the Agent
      declares all or any part of the Advances to be due and payable on demand
      of the Agent, then, and at any time thereafter, the Agent may (and, if so
      instructed by an Instructing Group, shall) by notice to USPE:

      21.20.1  require repayment of all or such part of the Advances on such
               date as it may specify in such notice (whereupon the same shall
               become due and payable on the date specified together with
               accrued interest thereon and any other sums then owed by the
               Obligors under the Finance Documents) or withdraw its declaration
               with effect from such date as it may specify; and/or

      21.20.2  select as the duration of any Interest Period which begins whilst
               such declaration remains in effect a period of six months or
               less; and/or

      21.20.3  declare that the Security Documents (or any of them) shall have
               become enforceable.

22.   GUARANTEE AND INDEMNITY

22.1  GUARANTEE AND INDEMNITY
      Each of the Guarantors irrevocably and unconditionally, jointly and
      severally:

      22.1.1   guarantees to each Finance Party the due and punctual observance
               and performance of all the terms, conditions and covenants on the
               part of each Borrower and USPE contained in any of the Finance
               Documents and agrees to pay from time to time on demand any and
               every sum or sums of money which each Borrower or USPE is at any
               time liable to pay to any Finance Party under or pursuant to any
               of the Finance Documents and which has become due and payable but
               has not been paid at the time such demand is made to the extent
               that such sums exceed the amount lent in relation to the
               acquisition of such Guarantor in accordance with the Intercompany
               Debt Agreement or relevant third party agreement to be refinanced
               in accordance with Clause 2 relating in each case to the
               financing of such acquisition (the "EXCESS AMOUNT" in respect of
               any Guarantor) since such Excess Amount may not be guaranteed
               according to Article 81 of the LEY DE SOCIEDADES ANONIMAS or 40.5
               of the LEY DE SOCIEDADES DE RESPONSABILIDAD LIMITADA, as
               applicable; and

      22.1.2   agrees as a primary obligation to indemnify each Finance Party
               from time to time on demand from and against any loss incurred by
               any Finance Party to the extent that such loss exceeds such
               Guarantor's Excess Amount since such Excess Amount may not be
               guaranteed according to Article 81 of the LEY DE SOCIEDADES
               ANONIMAS or 40.5 of the LEY DE SOCIEDADES DE RESPONSABILIDAD
               LIMITADA, as applicable, as a result of any of the obligations of
               each Borrower or USPE under or pursuant to any of the Finance
               Documents being or becoming void, voidable, unenforceable or
               ineffective as against such Borrower or USPE for any reason
               whatsoever, whether or not known to any Finance Party or any
               other person, the amount of such loss being the amount

                                     - 71 -
<PAGE>
               which the person or persons suffering it would otherwise have
               been entitled to recover from such Borrower or Parent.

22.2  ADDITIONAL SECURITY
      The obligations of each Guarantor herein contained shall be in addition to
      and independent of every other security which any Finance Party may at any
      time hold in respect of any of any Obligor's obligations under the Finance
      Documents.

22.3  CONTINUING OBLIGATIONS
      The obligations of each Guarantor herein contained shall constitute and be
      continuing obligations notwithstanding any settlement of account or other
      matter or thing whatsoever and shall not be considered satisfied by any
      intermediate payment or satisfaction of all or any of the obligations of
      the Obligors under the Finance Documents and shall continue in full force
      and effect until final payment in full of all amounts owing by any Obligor
      under the Finance Documents and total satisfaction of all the Obligors'
      actual and contingent obligations thereunder.

22.4  OBLIGATIONS NOT DISCHARGED
      Neither the obligations of each Guarantor herein contained nor the rights,
      powers and remedies conferred in respect of each Guarantor upon any
      Finance Party by any Finance Document or by law shall be discharged,
      impaired or otherwise affected by:

      22.4.1   the winding-up, dissolution, administration or re-organisation of
               any Obligor or any other person or any change in its status,
               function, control or ownership;

      22.4.2   any of the obligations of any Obligor or any ocher person under
               any Finance Document or under any other security taken in respect
               of any of its obligations under any Finance Document being or
               becoming illegal, invalid, unenforceable or ineffective in any
               respect;

      22.4.3   time or other indulgence being granted or agreed to be granted to
               any Obligor or any other person in respect of its obligations
               under any Finance Document or under any such other security;

      22.4.4   any amendment to, or any variation, waiver or release of, any
               obligation of any Obligor or any other person under any Finance
               Document or under any such other security;

      22.4.5   any failure to take, or fully to take, any security contemplated
               hereby or otherwise agreed to be taken in respect of any
               Obligor's obligations under any Finance Document;

      22.4.6   any failure to realise or fully to realise the value of, or any
               release, discharge, exchange or substitution of, any security
               taken, in respect of any Obligor's obligations under any Finance
               Document; or

      22.4.7   any other act, event or omission which, but for this Clause 22.4,
               might operate to discharge, impair or otherwise affect any of the
               obligations of each Guarantor contained in any Finance Document
               or any of the rights, powers or

                                      -72-
<PAGE>
               remedies conferred upon any of the Finance Parties by any Finance
               Document or by law.

22.5  SETTLEMENT CONDITIONAL
      Any settlement or discharge between an Obligor and any of the Finance
      Parties shall be conditional upon no security or payment to any Finance
      Party by an Obligor or any other person on behalf of an Obligor being
      avoided or reduced by virtue of any laws relating to bankruptcy,
      insolvency, liquidation or similar laws of general application and, if any
      such security or payment is so avoided or reduced, each Finance Party
      shall be entitled to recover the value or amount of such security or
      payment from such Obligor subsequently as if such settlement or discharge
      had not occurred.

22.6  EXERCISE OF RIGHTS
      No Finance Party shall be obliged before exercising any of the rights,
      powers or remedies conferred upon them in respect of any Guarantor by the
      Finance Documents or by law:

      22.6.1   to make any demand of any Obligor;

      22.6.2   to take any action or obtain judgment in any court against any
               Obligor;

      22.6.3   to make or file any claim or proof in a winding-up or dissolution
               of any Obligor; or

      22.6.4   to enforce or seek to enforce any other security taken in respect
               of any of the obligations of any Obligor under any Finance
               Document.

22.7  DEFERRAL OF GUARANTOR'S RIGHTS
      Each of the Guarantors agrees that, so long as any amounts are or may be
      owed by an Obligor under any Finance Document or an Obligor is under any
      actual or contingent obligations under any Finance Document, it shall not
      exercise any rights which it may at any time have by reason of performance
      by it of its obligations under any Finance Document:

      22.7.1   to be indemnified by an Obligor; and/or

      22.7.2   to claim any contribution from any other guarantor of any
               Obligor's obligations under any Finance Document; and/or

      22.7.3   to take the benefit (in whole or in part and whether by way of
               subrogation or otherwise) of any rights of the Finance Parties
               under any Finance Document or of any other security taken
               pursuant to, or in connection with, any Finance Document by all
               or any of the Finance Parties.

22.8  SUSPENSE ACCOUNTS
      All moneys received, recovered or realised by a Bank by virtue of Clause
      22.1 (GUARANTEE AND INDEMNITY) may, in that Bank's discretion, in order to
      preserve the rights of the Bank to prove for the full amount of all its
      claim be credited to a suspense or impersonal account and may be held in
      such account for so long as such Bank thinks fit pending the application
      from time to time (as such Bank may think fit) of such moneys

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      in or towards the payment and discharge of any amounts owing by an Obligor
      to such Bank under any Finance Document.

22.9  AMENDMENTS BINDING
      Without prejudice to the other provisions of Clause 22 (GUARANTEE AND
      INDEMNITY), each Guarantor hereby confirms that if USPE and the Finance
      Parties or any of them enter into any agreement or other arrangement,
      including (without limitation) any amendment or supplement to or
      restatement of this Agreement or the Finance Documents or any of its or
      their provisions, howsoever fundamental, then USPE's execution of any such
      agreement or other arrangement, whether or not expressly made or
      purportedly made on behalf of the Guarantors, shall bind each of the
      Guarantors and the guarantee contained in Clause 22 (GUARANTEE AND
      INDEMNITY) shall continue in full force and effect without the need to
      obtain any confirmation or acknowledgement from the Guarantors or any of
      them that their guarantee continues in full force and effect and applies
      to the Guarantor's liabilities under the Finance Documents as amended,
      supplemented or restated in accordance with the agreement of USPE.

23.   COMMITMENT COMMISSION AND FEES

23.1  COMMITMENT COMMISSION ON THE TERM FACILITY
      Subject to Clause 23.2., in relation to each Term Facility, USPE shall pay
      to the Agent for account of each Bank a commitment commission in euros in
      relation to such Term Facility during the Term Availability Period for
      such Term Facility, such commitment commission to be based on the
      percentage drawn under the Facilities on each date which is the
      anniversary of the date of this Agreement, as set out below, and payable
      to the Agent for distribution to each such Bank and in arrear on the last
      day of each successive period of three months which ends during the Term
      Availability Period and on the last day of the Term Availability Period:

      PERCENTAGE DRAWN                                  COMMITMENT FEE
                                                           AS A PERCENTAGE OF
                                                           EACH BANK'S AVAILABLE
                                                           COMMITMENT

      More than 75%                                               0.45%

      Equal to or more than 50% up to or equal to 75%             0.50%

      Less than 50%                                               0.75%

      For the purposes of this Clause 23.1 "percentage drawn" shall mean an
      amount equal to Outstandings on each anniversary of this Agreement divided
      by Available Commitment for the relevant 12 month period as set out in
      Schedule 1.

23.2  MINIMUM COMMITMENT FEE
      A minimum commitment fee of 0.45 per cent. shall be applied until the
      applicable commitment commission is determined in accordance with this
      Clause 23. If the applicable commitment commission is determined at the
      end of the relevant 12 month period to be in excess of 0.45 per cent.,
      USPE shall pay such excess amount to the Agent for account of each bank
      within 2 Business Days of such determination.

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23.3  ARRANGEMENT AND UNDERWRITING FEE
      USPE shall pay to the Arranger, and Societe Generale, Sucursal en Espana
      in its role as underwriter, the fees specified in the letter dated the
      Closing Date from the Arranger to USPE at the times, and in the amounts,
      specified in such letter. USPE acknowledges that it has received a copy of
      and consents to the terms of such letter.

23.4  AGENCY FEE
      USPE shall pay to the Agent for its own account the agency fees specified
      in the letter dated the Closing Date from the Agent to USPE at the times,
      and in the amounts, specified in such letter. USPE acknowledges that it
      has received a copy of and consents to the terms of such letter.

24.   COSTS AND EXPENSES

24.1  TRANSACTION EXPENSES
      USPE shall, from time to time on demand of the Agent, reimburse each of
      the Agent and the Arranger and any of their affiliates (on a full
      indemnity basis whether or not any of the Facilities are drawdown or
      utilised) for all reasonable costs and expenses (including reasonable
      legal fees) together with any VAT thereon incurred by it in connection
      with:

      24.1.1   any due diligence carried out by it or on its behalf in
               connection with the Finance Documents and the transactions
               contemplated thereby;

      24.1.2   the negotiation, preparation, execution and perfection of the
               Finance Documents, any other document referred to in the Finance
               Documents and the completion of the transactions therein
               contemplated;

      24.1.3   the syndication of the Facilities; and

      24.1.4   the costs of raising any Finance Document or document anticipated
               by such Finance Document, including but not limited to any
               Transfer Certificate entered into on or before the Syndication
               Date, Guarantor Accession Memorandum or Borrower Accession
               Memorandum, to the status of Spanish Public Document and the cost
               of obtaining any powers of attorney for the Banks required on or
               prior to the Syndication Date.

24.2  PRESERVATION AND ENFORCEMENT OF RIGHTS
      USPE shall, from time to time on demand of the Agent, reimburse the
      Finance Parties for all costs and expenses (including legal fees) on a
      full indemnity basis together with any VAT thereon incurred in or in
      connection with the preservation and/or enforcement of any of the rights
      of the Finance Parties under the Finance Documents and any document
      referred to in the Finance Documents (including, without limitation, any
      costs and expenses relating to any investigation as to whether or not an
      Event of Default might have occurred or is likely to occur or any steps
      necessary or desirable in connection with any proposal for remedying or
      otherwise resolving an Event of Default or Potential Event of Default).

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<PAGE>
24.3  STAMP TAXES
      USPE shall pay all stamp, registration and other taxes to which the
      Finance Documents, any other document referred to in the Finance Documents
      or any judgment given in connection therewith is or at any time may be
      subject and shall, from time to time on demand of the Agent, indemnify the
      Finance Parties against any liabilities, costs, claims and expenses
      resulting from any failure to pay or any delay in paying any such tax.

24.4  AMENDMENT COSTS
      If an Obligor requests any amendment, waiver or consent then USPE shall,
      within five Business Days of demand by the Agent, reimburse the Finance
      Parties for all costs and expenses (including legal fees) together with
      any VAT thereon incurred by such person in responding to or complying with
      such request.

24.5  BANKS' LIABILITIES FOR COSTS
      If USPE fails to perform any of its obligations under this Clause 24, each
      Bank shall, in its Proportion, indemnify each of the Agent and the
      Arranger against any loss incurred by any of them (or their affiliates, in
      the case of costs and expenses referred to in Clause 24.1 (TRANSACTION
      EXPENSES)) as a result of such failure.

25.   DEFAULT INTEREST AND BREAK COSTS

25.1  DEFAULT INTEREST PERIODS
      If any sum due and payable by an Obligor hereunder is not paid on the due
      date therefore in accordance with Clause 28 (PAYMENTS) or if any sum due
      and payable by an Obligor under any judgment of any court in connection
      herewith is not paid on the date of such judgment, the period beginning on
      such due date or, as the case may be, the date of such judgment and ending
      on the date upon which the obligation of such Obligor to pay such sum is
      discharged shall be divided into successive periods, each of which (other
      than the first) shall start on the last day of the preceding such period
      and the duration of each of which shall (except as otherwise provided in
      this Clause 25) be selected by the Agent.

25.2  DEFAULT INTEREST
      An Unpaid Sum shall bear interest during each Interest Period in respect
      thereof at the rate per annum which is one per cent. per annum above the
      percentage rate which would apply if it had been an Advance in the amount
      and currency of such Unpaid Sum and for the same Interest Period, PROVIDED
      THAT if such Unpaid Sum relates to an Advance which became due and payable
      on a day other than the last day of an Interest Period relating thereto:

      25.2.1   the first Interest Period applicable to such Unpaid Sum shall be
               of a duration equal to the unexpired portion of the current
               Interest Period relating to that Advance; and

      25.2.2   the percentage rate of interest applicable thereto from time to
               time during such period shall be that which exceeds by one per
               cent. the rate which would have been applicable to it had it not
               so fallen due, save that the Margin shall be, or be deemed to be,
               the highest rate specified in the definition thereof.

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      Where an Unpaid Sum does not relate to an Advance, interest shall be
      calculated by reference to the Applicable B Margin.

25.3  PAYMENT OF DEFAULT INTEREST
      Any interest which shall have accrued under Clause 25.2 (DEFAULT INTEREST)
      in respect of an Unpaid Sum shall be due and payable and shall be paid by
      the Obligor owing such Unpaid Sum on the last day of each Interest Period
      in respect thereof or on such other dates as the Agent may specify by
      notice to such Obligor.

25.4  BREAK COSTS
      If any Bank or the Agent on its behalf receives or recovers all or any
      part of an Advance or Unpaid Sum otherwise than on the last day of an
      Interest Period relating thereto, USPE shall pay to the Agent on demand
      for account of such Bank an amount equal to the amount (if any) by which
      (a) the additional interest which would have been payable on the amount so
      received or recovered had it been received or recovered on the last day of
      that Interest Period exceeds (b) the amount of interest which in the
      reasonable opinion of the Agent would have been payable to the Agent on
      the last day of that Interest Period in respect of a deposit in the
      currency of the amount so received or recovered equal to the amount so
      received or recovered placed by it with a prime bank in the relevant
      interbank market for a period starting on the third Business Day following
      the date of such receipt or recovery and ending on the last day of that
      Interest Period.

26.   USPE'S INDEMNITIES

26.1  USPE'S INDEMNITY
      USPE undertakes to indemnify:

      26.1.1   each Finance Party against any cost, claim, loss, expense
               (including legal fees) or liability together with any VAT
               thereon, whether or not reasonably foreseeable, which it may
               sustain or incur as a consequence of the occurrence of any Event
               of Default or any default by any Obligor in the performance OF
               any of the obligations expressed to be assumed by it in any
               Finance Document;

      26.1.2   the Agent against any cost or loss it may suffer or incur as a
               result of its entering into, or performing, any foreign exchange
               contract for the purposes of Clause 28 (PAYMENTS);

      26.1.3   each Bank against any cost or loss it may suffer under Clause
               24.5 (BANKS' LIABILITIES FOR COSTS) or Clause 31.5
               (INDEMNIFICATION);

      26.1.4   each Bank against any cost or loss it may suffer or incur as a
               result of its funding or making arrangements to fund its portion
               of an Advance requested by any Borrower but not made by reason of
               the operation of any one or more of the provisions hereof;

      26.1.5   each Bank against any cost or loss it may suffer including any
               reduction in the rate of return it would have received but for
               performing its obligations under this Agreement as a result of
               any minimum reserve requirements imposed on

                                      - 77-
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               it by the European Central Bank in relation to an Advance or
               funding an Advance; and

      26.1.6   each Finance Party and in each case each of their affiliates and
               each of their respective officers, directors, employees, agents,
               advisors and representatives (each, an "INDEMNIFIED PARTY") from
               and against any and all claims, damages, losses, liabilities,
               costs and expenses (including, without limitation, fees and
               disbursements of legal counsel), joint or several, that may be
               incurred by or asserted or awarded against any Indemnified Party,
               in each case arising out of or in connection with or relating to
               any investigation, litigation or proceeding or the preparation of
               any defence with respect thereto, arising out of or in connection
               with or relating to the Finance Documents or the transactions
               contemplated hereby or thereby or any use made or proposed to be
               made with the proceeds of the Facilities, whether or not such
               investigation, litigation or proceeding is brought by a member of
               the Group, any of shareholder or creditors of any member of the
               Group, an Indemnified Party or any other person, except to the
               extent that such claim, damage, loss, liability, cost or expense
               is found in a final, non-appealable judgement by a court of
               competent jurisdiction to have resulted from such Indemnified
               Party's gross negligence or wilful misconduct.

26.2  CURRENCY INDEMNITY
      If any sum (a "SUM") due from an Obligor under the Finance Documents or
      any order, judgment, award or decision given or made in relation thereto
      has to be converted from the currency (the "FIRST CURRENCY") in which such
      Sum is payable into another currency (the "SECOND CURRENCY") for the
      purpose of:

      26.2.1   making or filing a claim or proof against such Obligor;

      26.2.2   obtaining or enforcing an order, judgment, award or decision in
               any court, arbitral proceedings or other tribunal,

      USPE shall indemnify each person to whom such Sum is due from and against
      any loss suffered or incurred as a result of any discrepancy between (a)
      the rate of exchange used for such purpose to convert such Sum from the
      First Currency into the Second Currency and (b) the rate or rates of
      exchange available to such person at the time of receipt of such Sum.

27.   CURRENCY OF ACCOUNT AND PAYMENT

27.1  CURRENCY OF ACCOUNT
      Euro is the currency of account and payment for each and every sum at any
      time due from an Obligor hereunder, PROVIDED THAT:

      27.1.1   each repayment of an Advance or Unpaid Sum or a part thereof
               shall be made in the currency in which such Advance or Unpaid Sum
               is denominated at the time of that repayment;

      27.1.2   each payment of interest shall be made in the currency in which
               the sum in respect of which such interest is payable is
               denominated;

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<PAGE>
      27.1.3   each payment in respect of costs and expenses shall be made in
               the currency in which the same were incurred;

      27.1.4   each payment pursuant to Clause 11.2 (TAX INDEMNITY), Clause 13.1
               (INCREASED COSTS) or Clause 26.1 (USPE'S INDEMNITY) shall be made
               in the currency specified by the party claiming thereunder; and

      27.1.5   any amount expressed to be payable in a currency other than euro
               shall be paid in that other currency.

      If after the date of this Agreement a member state becomes a Participating
      State, all obligations under this Agreement (including any obligation in
      respect of any Bank's Available Commitment) to make a payment in its
      national currency unit shall be redenominated into the euro unit on the
      date on which it becomes a Subsequent Participant (but otherwise in
      accordance with EMU Legislation).

28.   PAYMENTS

28.1  PAYMENTS TO THE AGENT
      On each date on which this Agreement requires an amount to be paid by an
      Obligor or a Bank, such Obligor or, as the case may be, such Bank shall
      make the same available to the Agent for value on the due date at such
      time and in such funds and to such account with such bank as the Agent
      shall specify from time to time.

      28.1.1   Save as otherwise provided herein, each payment received by the
               Agent pursuant to Clause 28.1 (PAYMENTS TO THE AGENT) shall:

               (a) in the case of a payment received for the account of a
                   Borrower, be made available by the Agent to that Borrower by
                   application:

                   (i)  first, in or towards payment (on the date, and in the
                        currency and funds, of receipt) of any amount then due
                        from that Borrower hereunder to the person from whom the
                        amount was so received or in or towards the purchase of
                        any amount of any currency to be so applied; and

                   (ii) secondly, in or towards payment (on the date, and in the
                        currency and funds, of receipt) to such account with
                        such bank in the principal financial centre of the
                        country of the currency of such payment (or, in relation
                        to the euro, in a financial centre in a Participating
                        Member State) as that Borrower (or USPE on its behalf)
                        shall have previously notified to the Agent for this
                        purpose; and

               (b) in the case of any other payment, be made available by the
                   Agent to the person entitled to receive the payment in
                   accordance with this Agreement (in the case of a Bank, for
                   the account of the Facility Office) for value the same day by
                   transfer to such account of such person with such bank in the
                   principal financial centre of the country of the currency of
                   such payment (or, in relation to the euro, in a financial
                   centre in a Participating Member State) as that person has
                   previously notified to the Agent.

                                     - 79 -
<PAGE>
      28.1.2   A payment will be deemed to have been made by the Agent on the
               date on which it is required to be made under this Agreement if
               the Agent has, on or before that date, taken steps to make that
               payment in accordance with the regulations or operating
               procedures of the clearing system used by the Agent in order to
               make the payment.

28.2  PAYMENTS BY THE AGENT TO THE BANKS
      Any amount payable by the Agent to the Banks under this Agreement in the
      currency of a Participating Member State shall be paid in the euro unit.

28.3  NO SET-OFF
      All payments required to be made by an Obligor under any Finance Document
      shall be calculated without reference to any set-off or counterclaim and
      shall be made free and clear of and without any deduction for or on
      account of any set-off or counterclaim.

28.4  CLAWBACK
      Where a sum is to be paid under a Finance Document to the Agent for
      account of another person, the Agent shall not be obliged to make the same
      available to that other person or to enter into or perform any exchange
      contract in connection therewith until it has been able to establish to
      its satisfaction that it has actually received such sum, but if it does so
      and it proves to be the case that it had not actually received such sum,
      then the person to whom such sum or the proceeds of such exchange contract
      was so made available shall on request refund the same to the Agent
      together with an amount sufficient to indemnify the Agent against any cost
      or loss it may have suffered or incurred by reason of its having paid out
      such sum or the proceeds of such exchange contract prior to its having
      received such sum.

28.5  PARTIAL PAYMENTS
      If and whenever a payment is made by an Obligor hereunder and the Agent
      receives an amount less than the due amount of such payment the Agent may
      apply the amount received towards the obligations of the Obligors under
      this Agreement in the following order:

      28.5.1   FIRST, in or towards payment of any unpaid costs and expenses of
               each of the Agent and the Arranger;

      28.5.2   SECOND, in or towards payment pro rata of any accrued interest or
               commitment commission, payable to any Bank hereunder due but
               unpaid;

      28.5.3   THIRD, in or towards payment PRO RATA of any Outstandings due but
               unpaid; and

      28.5.4   FOURTH, in or towards payment PRO RATA of any other sum due but
               unpaid.

28.6  VARIATION OF PARTIAL PAYMENTS
      The order of partial payments set out in Clause 28.5 (PARTIAL PAYMENTS)
      shall override any appropriation made by the Obligor to which the partial
      payment relates but the order set out in subclauses 28.5.2, 28.5.3 and
      28.5.4 of Clause 28.5 (PARTIAL PAYMENTS) may be varied if agreed by all
      the Banks.

                                      -80-
<PAGE>
28.7  BUSINESS DAYS

      28.7.1   Any payment which is due to be made on a day that is not a
               Business Day shall be made on the next Business Day in the same
               calendar month (if there is one) or the preceding Business Day
               (if there is not).

      28.7.2   During any extension of the due date for payment of any principal
               or an Unpaid Sum under this Agreement interest is payable on the
               principal at the rate payable on the original due date.

29.   SET-OFF

29.1  CONTRACTUAL SET-OFF
      Each Obligor authorises each Bank to apply any credit balance to which
      such Obligor is entitled on any account of such Obligor with such Bank in
      satisfaction of any sum due and payable from such Obligor to such Bank
      under any Finance Document but unpaid. For this purpose, each Bank is
      authorised to purchase with the moneys standing to the credit of any such
      account such other currencies as may be necessary to effect such
      application.

29.2  SET-OFF NOT MANDATORY
      No Bank shall be obliged to exercise any right given to it by Clause 29.1
      (CONTRACTUAL SET-OFF.

30.   SHARING

30.1  PAYMENTS TO BANKS
      If a Bank (a "RECOVERING BANK") applies any receipt or recovery from an
      Obligor to a payment due under this Agreement and such amount is received
      or recovered other than in accordance with Clause 28 (PAYMENTS), then such
      Recovering Bank shall:

      30.1.1   notify the Agent of such receipt or recovery;

      30.1.2   at the request of the Agent, promptly pay to the Agent an amount
               (the "SHARING PAYMENT") equal to such receipt or recovery less
               any amount which the Agent determines may be retained by such
               Recovering Bank as its share of any payment to be made in
               accordance with Clause 28.5 (PARTIAL PAYMENTS).

30.2  REDISTRIBUTION OF PAYMENTS
      The Agent shall treat the Sharing Payment as if it had been paid by the
      relevant Obligor and distribute it between the Finance Parties (other than
      the Recovering Bank) in accordance with Clause 28.5 (PARTIAL PAYMENTS).

30.3  RECOVERING BANK'S RIGHTS
      The Recovering Bank will be subrogated into the rights of the parties
      which have shared in a redistribution pursuant to Clause 30.2
      (REDISTRIBUTION OF PAYMENTS) in respect of the Sharing Payment (and the
      relevant Obligor shall be liable to the Recovering Bank in an amount equal
      to the Sharing Payment).

30.4  REPAYABLE RECOVERIES
      If any part of the Sharing Payment received or recovered by a Recovering
      Bank becomes repayable and is repaid by such Recovering Bank, then:

                                     - 81 -
<PAGE>
      30.4.1   each party which has received a share of such Sharing Payment
               pursuant to Clause 30.2 (REDISTRIBUTION OF PAYMENTS) shall, upon
               request of the Agent, pay to the Agent for account of such
               Recovering Bank an amount equal to its share of such Sharing
               Payment; and

      30.4.2   such Recovering Bank's rights of subrogation in respect of any
               reimbursement shall be cancelled and the relevant Obligor will be
               liable to the reimbursing party for the amount so reimbursed.

30.5  EXCEPTION
      This Clause 30 shall not apply if the Recovering Bank would not, after
      making any payment pursuant hereto, have a valid and enforceable claim
      against the relevant Obligor.

30.6  RECOVERIES THROUGH LEGAL PROCEEDINGS
      If any Bank intends to commence any action in any court or arbitral
      proceedings it shall give prior notice to the Agent and the other Banks.
      If any Bank shall commence any action in any court or arbitral proceedings
      to enforce its rights hereunder and, as a result thereof or in connection
      therewith, receives any amount, then such Bank shall not be required to
      share any portion of such amount with any Bank which has the legal right
      to, but does not, join in such action or commence and diligently prosecute
      a separate action to enforce its rights in another court or arbitral
      proceedings.

31.   THE AGENT, THE ARRANGER, THE BANKS

31.1  APPOINTMENT OF THE AGENT
      Each of the Arranger and the Banks hereby appoints the Agent to act as its
      agent in connection with the Finance Documents and authorises the Agent to
      exercise such rights, powers, authorities and discretions as are
      specifically delegated to the Agent by the terms thereof together with all
      such rights, powers, authorities and discretions as are reasonably
      incidental thereto.

31.2  AGENT'S DISCRETIONS
      The Agent may:

      31.2.1   assume, unless it has, in its capacity as agent for the Banks,
               received notice to the contrary from any other party hereto, that
               (a) any representation made or deemed to be made by an Obligor in
               connection with any Finance Document is true, (b) no Event of
               Default or Potential Event of Default has occurred, (c) no
               Obligor is in breach of or default under its obligations under
               any Finance Document and (d) any right, power, authority or
               discretion vested herein upon an Instructing Group, the Banks or
               any other person or group of persons has not been exercised;

      31.2.2   assume that (a) the Facility Office of each Bank is that notified
               to it by such Bank in writing and (b) the information provided by
               each Bank pursuant to Clause 37 (NOTICES). Clause 31.13 (BANKS'
               MANDATORY COST DETAILS) and Schedule 10 (MANDATORY COSTS) is true
               and correct in all respects until it has received from such Bank
               notice of a change to the Facility Office or any such information
               and act upon any such notice until the same is superseded by a
               further notice;

                                      -82-
<PAGE>
      31.2.3   engage and pay for the advice or services of any lawyers,
               accountants, surveyors or other experts whose advice or services
               may to it seem necessary, expedient or desirable and rely upon
               any advice so obtained;

      31.2.4   rely as to any matters of fact which might reasonably be expected
               to be within the knowledge of an Obligor upon a certificate
               signed by or on behalf of such Obligor;

      31.2.5   rely upon any communication or document believed by it to be
               genuine;

      31.2.6   refrain from exercising any right, power or discretion vested in
               it as agent under any Finance Document unless and until
               instructed by an Instructing Group as to whether or not such
               right, power or discretion is to be exercised and, if it is to be
               exercised, as to the manner in which it should be exercised;

      31.2.7   refrain from acting in accordance with any instructions of an
               Instructing Group to begin any legal action or proceeding arising
               out of or in connection with any Finance Document until it shall
               have received such security as it may require (whether by way of
               payment in advance or otherwise) for all costs, claims, losses,
               expenses (including legal fees) and liabilities together with any
               VAT thereon which it will or may expend or incur in complying
               with such instructions; and

      31.2.8   assume (unless it has specific notice to the contrary) that any
               notice or request made by USPE is made on behalf of all the
               Obligors.

31.   AGENT'S OBLIGATIONS
      The Agent shall:

      31.3.1   promptly inform each Bank of the contents of any notice or
               document received by it in its capacity as Agent from an Obligor
               under any Finance Document;

      31.3.2   promptly notify each Bank of the occurrence of any Event of
               Default or any default by an Obligor in the due performance of or
               compliance with its obligations under any Finance Document of
               which the Agent has notice from any other party hereto;

      31.3.3   save as otherwise provided herein, act as agent under any Finance
               Document in accordance with any instructions given to it by an
               Instructing Group, which instructions shall be binding on the
               Arranger and the Banks; and

      31.3.4   if so instructed by an Instructing Group, refrain from exercising
               any right, power or discretion vested in it as agent under any
               Finance Document.

      The Agent's duties under the Finance Documents are solely mechanical and
      administrative in nature.

                                     - 83 -
<PAGE>
31.4  EXCLUDED OBLIGATIONS
      Notwithstanding anything to the contrary expressed or implied herein,
      neither the Agent nor the Arranger shall:

      31.4.1   be bound to enquire as to (a) whether or not any representation
               made or deemed to be made by an Obligor in connection with any
               Finance Document is true, (b) the occurrence or otherwise of any
               Event of Default or Potential Event of Default, (c) the
               performance by an Obligor of its obligations under any Finance
               Document or (d) any breach of or default by an Obligor of or
               under its obligations under any Finance Document;

      31.4.2   be bound to account to any Bank for any sum or the profit element
               of any sum received by it for its own account;

      31.4.3   be bound to disclose to any other person any information relating
               to any member of the Group if (a) such person, on providing such
               information, expressly stated to the Agent or, as the case may
               be, the Arranger, that such information was confidential or (b)
               such disclosure would or might in its opinion constitute a breach
               of any law or be otherwise actionable at the suit of any person;

      31.4.5   be under any obligations other than those for which express
               provision is made in any Finance Document; or

      31.4.6   be or be deemed to be a fiduciary for any other party to any
               Finance Document.

31.5  INDEMNIFICATION
      Each Bank shall, in its Proportion, from time to time on demand by the
      Agent, indemnify the Agent against any and all costs, claims, losses,
      expenses (including legal fees) and liabilities together with any VAT
      thereon which the Agent may incur, otherwise than by reason of its own
      gross negligence or wilful misconduct, in acting in its capacity as agent
      under any Finance Document (other than any which have been reimbursed by
      USPE pursuant to Clause 26.1 (USPE'S INDEMNITY)).

31.6  EXCLUSION OF LIABILITIES
      Except in the case of gross negligence or wilful default, none of the
      Agent and the Arranger accepts any responsibility:

      31.6.1   for the adequacy, accuracy and/or completeness of the Information
               Memorandum or any other information supplied by the Agent or the
               Arranger, by an Obligor or by any other person in connection with
               any Finance Document or any other agreement, arrangement or
               document entered into, made or executed in anticipation of,
               pursuant to or in connection with any Finance Document;

      31.6.2   for the legality, validity, effectiveness, adequacy or
               enforceability of any Finance Document or any other agreement,
               arrangement or document entered into, made or executed in
               anticipation of, pursuant to or in connection with any Finance
               Document; or

                                      -84-
<PAGE>
      31.6.3   for the exercise of, or the failure to exercise, any judgement,
               discretion or power given to any of them by or in connection with
               any Finance Document or any other agreement, arrangement or
               document entered into, made or executed in anticipation of,
               pursuant to or in connection with any Finance Document.

      Accordingly, none of the Agent and the Arranger shall be under any
      liability (whether in negligence or otherwise) in respect of such matters,
      save in the case of gross negligence or wilful misconduct.

31.7  NO ACTIONS
      Each of the Banks agree that it will not assert or seek to assert against
      any director, officer or employee of the Agent or the Arranger any claim
      it might have against any of them in respect of the matters referred to in
      Clause 31.6 (EXCLUSION OF LIABILITIES).

31.8  BUSINESS WITH THE GROUP
      The Agent and the Arranger may accept deposits from, lend money to and
      generally engage in any kind of banking or other business with any member
      of the Group.

31.9  RESIGNATION
      The Agent may resign its appointment hereunder at any time without
      assigning any reason therefor by giving not less than thirty days' prior
      notice to that effect to each of the other parties hereto, provided that
      no such resignation shall be effective until a successor for the Agent is
      appointed in accordance with the succeeding provisions of this Clause 31.

31.10 SUCCESSOR AGENT
      If the Agent gives notice of its resignation pursuant to Clause 31.9
      (RESIGNATION), then any reputable and experienced bank or other financial
      institution may be appointed as a successor to the Agent by an Instructing
      Group (who shall consult with USPE) during the period of such notice but,
      if no such successor is so appointed, the Agent may appoint such a
      successor itself.

31.11 RIGHTS AND OBLIGATIONS
      If a successor to the Agent is appointed under the provisions of Clause
      31.11 (SUCCESSOR AGENT), then:

      31.11.1  the retiring Agent shall be discharged from any further
               obligation under any Finance Document but shall remain entitled
               to the benefit of the provisions of this Clause 31; and

      31.11.2  its successor and each of the other parties to any Finance
               Document shall have the same rights and obligations amongst
               themselves as they would have had if such successor had been a
               party to the Finance Documents.

31.12 OWN RESPONSIBILITY
      It is understood and agreed by each Bank that at all times it has itself
      been, and will continue to be, solely responsible for making its own
      independent appraisal of and investigation into all risks arising under or
      in connection with the Finance Documents including, but not limited to:

                                      - 85-
<PAGE>
      31.12.1  the financial condition, creditworthiness, condition, affairs,
               status and nature of each member of the Group;

      31.12.2  the legality, validity, effectiveness, adequacy and
               enforceability of any Finance Documents and any other agreement
               arrangement or document entered into, made or executed in
               anticipation of, pursuant to or in connection with any Finance
               Document;

      31.12.3  whether such Bank has recourse, and the nature and extent of that
               recourse, against an Obligor or any other person or any of their
               respective assets under or in connection with any Finance
               Document, the transactions therein contemplated or any other
               agreement, arrangement or document entered into, made or executed
               in anticipation of, pursuant to or in connection with any Finance
               Document; and

      31.12.4  the adequacy, accuracy and/or completeness of the Information
               Memorandum and any other information provided by the Agent or the
               Arranger, an Obligor, or by any other person in connection with
               any Finance Document, the transactions contemplated therein or
               any other agreement, arrangement or document entered into, made
               or executed in anticipation of, pursuant to or in connection with
               any Finance Document.

      Accordingly, each Bank acknowledges to the Agent and the Arranger that it
      has not relied on and will not hereafter rely on the Agent and the
      Arranger or any of them in respect of any of these matters.

31.13 BANKS' MANDATORY COST DETAILS
      Each Bank will supply the Agent with such information and in such detail
      as the Agent may require in order to calculate the Mandatory Cost Rate in
      accordance with Schedule 10 (MANDATORY COSTS).

31.14 AGENCY DIVISION SEPARATE
      In acting as agent under the Finance Documents for the Banks, the Agent
      shall be regarded as acting through its agency division which shall be
      treated as a separate entity from any other of its divisions or
      departments and, notwithstanding the foregoing provisions of this Clause
      31, any information received by some other division or department of the
      Agent may be treated as confidential and shall not be regarded as having
      been given to the Agent's agency division.

31.15 RELIANCE AND ENGAGEMENT LETTERS
      Each Finance Party confirms each of the Arranger and the Agent has
      authority to accept on its behalf the terms of any reliance letter or
      engagement letters relating to the Reports or any reports or letters
      provided by accountants in connection with the Finance Documents or the
      transactions contemplated therein (including any net asset letter in
      connection with financial assistance procedures) and to bind it in respect
      of such Reports, reports or letters and to sign such letters on its behalf
      and further confirms that it accepts the terms and qualifications set out
      in such letters.

                                      -86-
<PAGE>
32.   ASSIGNMENTS AND TRANSFERS

32.1  BINDING AGREEMENT
      This Agreement shall be binding upon and ensure to the benefit of each
      party hereto and its or any subsequent successors and Transferees.

32.2  NO ASSIGNMENTS AND TRANSFERS BY THE OBLIGORS
      No Obligor shall be entitled to assign or transfer all or any of its
      rights, benefits and obligations under the Finance Documents with the
      exception that Borrower may transfer its rights, benefits and obligations
      to USPE, subject to the written consent of the Agent, acting on behalf of
      the Banks.

32.3  ASSIGNMENTS AND TRANSFERS BY BANKS

      32.3.1   Any Bank may, at any time, assign all or any of its rights and
               benefits under the Finance Documents or transfer in accordance
               with Clause 32.5 (TRANSFERS BY BANKS) all or any of its rights,
               benefits and obligations under the Finance Documents to a bank or
               financial institution.

      32.3.2   The consent of USPE is required for an assignment or transfer by
               a Bank unless the assignment or transfer is:

               (a) to another Bank; or

               (b) to any subsidiary or holding company (or to any subsidiary of
                   any holding company) of the transferring Bank if such
                   subsidiary or holding company is a Qualifying Bank; or

               (c) made in connection with syndication of the Facilities.

      32.3.3   USPE's consent must not be unreasonably withheld.

      32.3.4   USPE may withhold its consent if an assignment or transfer would
               result in an Obligor being liable to pay an additional amount
               pursuant to Clause 11 (TAXES) or Clause 13 (INCREASED COSTS).

32.4  ASSIGNMENTS BY BANKS
      If any Bank assigns all or any of its rights and benefits under the
      Finance Documents in accordance with Clause 32.3 (ASSIGNMENTS AND
      TRANSFERS BY BANKS), then, unless and until the assignee has delivered a
      notice to the Agent confirming in favour of the Agent, the Arranger and
      the other Banks that it shall be under the same obligations towards each
      of them as it would have been under if it had been an original party to
      the Finance Documents as a Bank (whereupon such assignee shall become a
      party to the Finance Documents as a "Bank"), the Agent, the Arranger and
      the other Banks shall not be obliged to recognise such assignee as having
      the rights against each of them which it would have had if it had been
      such a party to the Finance Documents.

32.5  TRANSFERS BY BANKS
      If any Bank wishes to transfer all or any of its rights, benefits and/or
      obligations under the Finance Documents as contemplated in Clause 32.3
      (ASSIGNMENTS AND TRANSFERS BY BANKS), then such transfer may be effected
      by the delivery to the Agent of a duly completed Transfer Certificate
      executed by such Bank and the relevant Transferee in

                                      - 87-
<PAGE>
      which event, on the later of the Transfer Date specified in such Transfer
      Certificate and the fifth Business Day after (or such earlier Business Day
      endorsed by the Agent on such Transfer Certificate falling on or after)
      the date of delivery of such Transfer Certificate to the Agent:

      32.5.1   to the extent that in such Transfer Certificate the Bank party
               thereto seeks to transfer by novation its rights, benefits and
               obligations under the Finance Documents, each of the Obligors and
               such Bank shall be released from further obligations towards one
               another under the Finance Documents and their respective rights
               against one another shall be cancelled (such rights and
               obligations being referred to in this Clause 32.5 as "DISCHARGED
               RIGHTS AND OBLIGATIONS");

      32.5.2   each of the Obligors and the Transferee party thereto shall
               assume obligations towards one another and/or acquire rights
               against one another which differ from such discharged rights and
               obligations only insofar as such Obligor and such Transferee have
               assumed and/or acquired the same in place of such Obligor and
               such Bank;

      32.5.3   the Agent, the Arranger, such Transferee and the other Banks
               shall acquire the same rights and benefits and assume the same
               obligations between themselves as they would have acquired and
               assumed had such Transferee been an original party to the Finance
               Documents as a Bank with the rights, benefits and/or obligations
               acquired or assumed by it as a result of such transfer and to
               that extent the Agent, the Arranger and the relevant Bank shall
               each be released from further obligations to each other under the
               Finance Documents; and

      32.5.4   such Transferee shall become a party hereto as a "Bank".

32.6  ASSIGNMENT AND TRANSFER FEES
      On the date upon which an assignment takes effect pursuant to Clause 32.4
      (ASSIGNMENTS BY BANKS) or a transfer takes effect pursuant to Clause 32.5
      (TRANSFERS BY BANKS) the relevant assignee or Transferee shall pay to the
      Agent for its own account a fee of Euro 500 (save in respect of any
      assignment or transfer made by Societe Generale, Sucursal en Espana on or
      prior to the Syndication Date).

32.7  DISCLOSURE OF INFORMATION
      Any Bank may disclose to any person:

      32.7.1   to (or through) whom such Bank assigns or transfers (or may
               potentially assign or transfer) all or any of its rights,
               benefits and obligations under any Finance Document;

      32.7.2   with (or through) whom such Bank enters into (or may potentially
               enter into) any sub-participation in relation to, or any other
               transaction under which payments are to be made by reference to,
               any Finance Document or any Obligor; or

                                     - 88 -
<PAGE>
      32.7.3   to whom information may be required to be disclosed by any
               applicable law or any regulatory authority,

      such information about any Obligor or the Group and any Finance Document
      as such Bank shall consider appropriate PROVIDED THAT, in relation to a
      disclosure under subclauses 32.7.1 and 32.7.2, such person is under a
      confidentiality obligation to such Bank and the Obligors.

32.8  SYNDICATION

      Each Obligor acknowledges that syndication of the Facilities in accordance
      with this Clause 32.8 may take place and undertakes to assist and
      co-operate with the Agent and the Arranger in syndication by, inter alias

      32.8.1   expediting site visits at reasonable times upon reasonable notice
               by the Agent of persons who have been invited by the Arranger to
               participate in the Facilities ("INVITEES");

      32.8.2   participating (and ensuring its executive directors, senior
               management and representatives will participate in) at reasonable
               times upon reasonable notice in presentations to the Banks and
               the Invitees (at such times and places as the Arranger may
               reasonably select) concerning USPE, a Target, the Group members
               and their activities;

      32.8.3   using all reasonable efforts to obtain appropriate authorisations
               from the auditors, other accountants, consultants and
               professional advisers to release to the Banks and the Invitees
               any information reasonable requested by the Agent or the
               Arranger, including the Reports;

      32.8.4   refraining from making any statement, announcement or publication
               or doing any act or thing calculated to obstruct syndication of
               the Facilities in any way other than as required by applicable
               law;

      32.8.5   paying the reasonable expenses (including reasonable legal fees)
               incurred by the Agent, the Arranger or, to the extent applicable
               and limited only to its necessary costs, any prospective Bank in
               the process of syndication, including but not limited to the
               costs of raising any Transfer Certificates to the status of a
               Spanish Public Document incurred prior to the Syndication Date;

      32.8.6   if so requested by the Arranger, procuring the assistance of its
               directors and other officers in the preparation of the
               Information Memorandum;

      32.8.7   subject to agreeing the content of the Information Memorandum
               providing a written confirmation to the Finance Parties (in a
               form reasonably required by the Arranger) as to the accuracy of
               information and reasonableness of projections contained in the
               Information Memorandum;

      32.8.8   providing the Arranger with all information deemed reasonably
               necessary by the Arranger to complete syndication successfully;

                                     - 89 -
<PAGE>
      32.8.9   all such other action as the Arranger may reasonably request to
               form a syndicate; and

      32.8.10  using its best efforts to ensure syndication benefits from its
               lending relationships.

      Notwithstanding the provisions of this Clause 32.8, the Agent and the
      Arrangers shall not disclose any information to any Invitee which either

      (i)      the Agent or the Arranger reasonably believes such information to
               be price sensitive in nature or the disclosure of which may
               adversely affect a Permitted Acquisition; or

      (ii)     in relation to which any Obligor notifies the Agent that it
               reasonably believes such information to be price sensitive in
               nature or the disclosure of which may adversely affect a
               Permitted Acquisition.

33.   ADDITIONAL BORROWERS

33.1  REQUEST FOR ADDITIONAL BORROWER
      USPE may request that any of its wholly-owned subsidiaries become an
      Additional Borrower by delivering to the Agent a Borrower Accession
      Memorandum duly executed by USPE and such subsidiary, together with the
      documents and other evidence listed in Schedule 8 (ADDITIONAL CONDITIONS
      PRECEDENT) in relation to such subsidiary. Such Additional Borrower will
      provide the security requested by the Agent which security shall be given
      in accordance with Clause 20.10 (SECURITY). To the extent legally
      possible, each Additional Borrower shall also be a Guarantor hereunder.

33.2  BORROWER CONDITIONS PRECEDENT
      A company, in respect of which USPE has delivered a Borrower Accession
      Memorandum to the Agent, shall become an Additional Borrower and assume
      all the rights, benefits and obligations of a Borrower as if it had been
      an Original Borrower on the date on which the Agent notifies USPE that:

      33.2.1   an Instructing Group accepts USPE's request in respect of such
               subsidiary; and

      33.2.2   the Agent has received, in form and substance reasonably
               satisfactory to it, all documents and other evidence listed in
               Schedule 8 (ADDITIONAL CONDITIONS PRECEDENT) in relation to such
               subsidiary,

      unless on such date an Event of Default or Potential Event of Default is
      continuing or would occur as a result of such subsidiary becoming an
      Additional Borrower.

33.3  RESIGNATION OF A BORROWER
      If at any time a Borrower (other than USPE) is under no actual or
      contingent obligation under or pursuant to any Finance Document and such
      resignation would not affect the legality, validity or enforceability of
      any security contemplated by the Security Documents in respect of such
      Borrower or its assets, USPE may request that such Borrower shall cease to
      be a Borrower by delivering to the Agent a Resignation Notice. Such
      Resignation Notice shall be accepted by the Agent on the date on which it
      notifies

                                     - 90 -
<PAGE>
      USPE that it is satisfied that such Borrower is under no actual or
      contingent obligation under or pursuant to any Finance Document and such
      Borrower shall immediately cease to be a Borrower and shall have no
      further rights, benefits or obligations hereunder save for those which
      arose prior to such date and the Banks shall, at the cost and expense (if
      any) of such Borrower release any security held by them in respect of such
      Borrower and its assets.

34.   ADDITIONAL GUARANTORS

34.1  REQUEST FOR ADDITIONAL GUARANTOR
      To the extent legally possible USPE may request (and shall upon the
      instructions of an Instructing Group ensure) that any of its subsidiaries
      become an Additional Guarantor by delivering to the Agent a Guarantor
      Accession Memorandum duly executed by USPE and such subsidiary, together
      with the documents and other evidence listed in Schedule 8 (ADDITIONAL
      CONDITIONS PRECEDENT) in relation to such subsidiary Provided that any
      Guarantee provided by any member of the Group in respect of which the
      agreement by the relevant shareholders' or partners' meeting, as
      applicable, to grant such Guarantee is subsequently suspended (and such
      suspension is not later revoked) or annulled by minority shareholders in
      such member in accordance with the procedures set out in the Spanish LEY
      DE SOCIEDADES ANONIMCAS or the appropriate articles of the LEY DE
      SOCIEDADES DE RESPONSABILIDAD LIMITADA shall be automatically released
      upon such suspension (save as aforesaid, in which case a new Guarantor
      Accession Memorandum shall be executed by the relevant entity) or
      annulment, as applicable. Such Guarantor will provide the security
      requested by the Agent which security shall be given in accordance with
      Clause 20.10 (SECURITY).

34.2  GUARANTOR CONDITIONS PRECEDENT
      A company, in respect of which USPE has delivered a Guarantor Accession
      Memorandum to the Agent, shall became an Additional Guarantor and assume
      all the rights, benefits and obligations of a Guarantor as if it had been
      an original party hereto as a Guarantor on the date on which the Agent
      notifies USPE that it has received, in form and substance reasonably
      satisfactory to it, all the documents and other evidence listed in
      Schedule 8 (ADDITIONAL CONDITIONS PRECEDENT) and shall raise the Guarantor
      Accession Memorandum to the status of Spanish Public Document (if such
      Additional Guarantor is Spanish) at its own expense.

35.   CALCULATIONS AND EVIDENCE OF DEBT

35.1  BASIS OF ACCRUAL
      Any interest, commission or fees shall accrue from day to day and shall be
      calculated on the basis of a year of 360 days or, in any case where market
      practice differs, in accordance with market practice and the actual number
      of days elapsed.

35.2  QUOTATIONS
      If on any occasion a Reference Bank or Bank fails to supply the Agent with
      a quotation required of it under the foregoing provisions of this
      Agreement, the rate for which such quotation was required shall be
      determined from those quotations which are supplied to the Agent, provided
      that, in relation to determining EURIBOR, this Clause 35.2 shall not apply
      if only one Reference Bank supplies a quotation.

                                     - 91 -
<PAGE>
35.3  EVIDENCE OF DEBT
      Each Bank shall maintain in accordance with its usual practice accounts
      evidencing the amounts from time to time lent by and owing to it
      hereunder.

35.4  CONTROL ACCOUNTS
      The Agent shall maintain on its books a control account or accounts in
      which shall be recorded:

      35.4.1   the amount of any Advance or any Unpaid Sum and the face amount
               and each Bank's share therein;

      35.4.2   the amount of all principal, interest and other sums due or to
               become due from an Obligor and each Bank's share therein; and

      35.4.3   the amount of any sum received or recovered by the Agent
               hereunder and each Bank's share therein.

35.5  PRIMA FACIE EVIDENCE
      In any legal action or proceeding arising out of or in connection with
      this Agreement, the entries made in the accounts maintained pursuant to
      Clause 35.3 (EVIDENCE OF DEBT) and Clause 35.4 (CONTROL ACCOUNTS) shall,
      in the absence of manifest error, be PRIMA FACIE evidence of the existence
      and amounts of the specified obligations of the Obligors.

35.6  ROUNDING AND OTHER CONSEQUENTIAL CHANGES
      Save as expressly provided in this Clause 35.6, the Finance Documents
      shall be subject to such reasonable changes of construction as the Agent
      may at the relevant time specify to be appropriate to reflect the adoption
      of the euro in any Participating Member State and any relevant market
      conventions or practices relating to the euro.

35.7  CERTIFICATES OF BANKS
      A certificate of a Bank as to:

      35.7.1   the amount by which a sum payable to it hereunder is to be
               increased under Clause 11.1 (TAX GROSS-UP);

      35.7.2   the amount for the time being required to indemnify it against
               any such cost, payment or liability as is mentioned in Clause
               11.2 (TAX INDEMNITY) or Clause 13.1 (INCREASED COSTS);

      35.7.3   the amount of any credit, relief, remission or repayment as is
               mentioned in Clause 12.3 (TAX CREDIT PAYMENT) or Clause 12.4 (TAX
               CREDIT CLAWBACK); or

      35.7.4   the amount of any cost, payment or liability referred to in
               Clause 26 (USPE's INDEMNITY),

      shall, in the absence of manifest error, be PRIMA FACIE evidence of the
      existence and amounts of the specified obligations of the Obligors.

35.8  AGENT'S CERTIFICATES
      A certificate of the Agent as to the amount at any time due from a
      Borrower or USPE hereunder or the amount which, but for any of the
      obligations of such Borrower or

                                      -92-
<PAGE>
      USPE hereunder being or becoming void, voidable, unenforceable or
      ineffective, at any time would have been due from such Borrower hereunder
      shall, in the absence of manifest error, be conclusive for the purposes of
      Clause 22 (GUARANTEE AND INDEMNITY).

35.9  SPANISH CIVIL PROCEDURE
      For the purposes of Article 1435 of the Spanish Civil Procedure Law (LEY
      DE ENJUICIAMIENTO CIVIL), all parties expressly agree that the exact
      amount due at any time by any Obligor incorporated in Spain to the Banks
      will be the amount specified in a certificate issued by the Agent as
      representative of the Banks reflecting the balance of the control accounts
      referred to in Clause 35.4. (CONTROL ACCOUNTS) or, in the case of each
      Bank, the amount specified in a certificate issued by such Bank reflecting
      the balance of the accounts referred to in Clause 35.7 (CERTIFICATES OF
      BANKS) PROVIDED THAT any such certificate is certified as true by a notary
      (NOTARIO) or official stockbroker (CORREDOR COLEGIADO DE COMERCIO) and
      establishes that the determination of such balance has been made in the
      manner agreed by the parties hereto. If, in such an event, this Agreement
      were not included in number 6 of Article 1429 as a result of any formality
      being missing, the amount reflected in such accounts shall be recognised
      as the amount outstanding ("RECONOCIMIENTO DE DEUDA") and may be claimed
      in accordance with Article 1429(2). Any amounts so certified will be
      considered as liquid, due and payable, provided that the certificate has
      been formalised in a Spanish Public Document.

36.   REMEDIES AND WAIVERS, PARTIAL INVALIDITY

36.1  REMEDIES AND WAIVERS
      No failure to exercise, nor any delay in exercising, on the part of any
      Finance Party, any right or remedy under any Finance Document shall
      operate as a waiver thereof, nor shall any single or partial exercise of
      any right or remedy prevent any further or other exercise thereof or the
      exercise of any other right or remedy. The rights and remedies provided
      herein and in the Finance Documents are cumulative and not exclusive of
      any rights or remedies provided by law.

36.2  PARTIAL INVALIDITY
      If, at any time, any provision of the Finance Documents is or becomes
      illegal, invalid or unenforceable in any respect under the law of any
      jurisdiction, neither the legality, validity or enforceability of the
      remaining provisions thereof nor the legality, validity or enforceability
      of such provision under the law of any other jurisdiction shall in any way
      be affected or impaired thereby.

37.   NOTICES

37.1  COMMUNICATIONS IN WRITING
      Each communication to be made under the Finance Documents shall be made in
      writing and, unless otherwise stated, shall be made by fax or letter
      PROVIDED THAT the Obligors shall indemnify each of the Agent, the Arranger
      and each of the Banks against any cost, claim, loss, expense (including
      legal fees) or liability together with any VAT thereon which any (or all)
      of them may sustain or incur as a consequence of any facsimile
      communication originating from any of the Obligors not being actually
      received by or

                                     - 93 -
<PAGE>
      delivered to the intended recipient thereof or any facsimile communication
      purporting to originate from any of the Obligors being made or delivered
      fraudulently.

37.2  ADDRESSES
      Any communication or document to be made or delivered pursuant to the
      Finance Documents shall (unless the recipient of such communication or
      document has, by fifteen days' written notice to the Agent, specified
      another address or fax number) be made or delivered to the address or fax
      number:

      37.2.1   in the case of the Original Obligors, the Arranger and the Agent,
               identified with its name below;

      37.2.2   in the case of each Bank notified in writing to the Agent prior
               to the date hereof (or, in the case of a Transferee, at the end
               of the Transfer Certificate to which it is a party as
               Transferee); and

      37.2.3   in the case of each Acceding Obligor, in the relevant Accession
               Memorandum

      PROVIDED THAT not more than one address may be specified by each party
      pursuant to this Clause 37.2 at any time.

37.3  DELIVERY
      Any communication or document to be made or delivered by one person to
      another pursuant to the Finance Documents shall:

      37.3.1   if by way of fax, be deemed to have been received when
               transmission has been completed (and, if such date is not a
               Business Day, shall be deemed to have been received on the next
               Business Day); and

      37.3.2   if by way of letter, deemed to have been delivered when left at
               that address or, as the case may be, ten days after being
               deposited in the post postage prepaid in an envelope addressed to
               it at that address,

      PROVIDED THAT any communication or document to be made or delivered to the
      Agent shall be effective only when received by its agency division or, as
      the case may be, trustee division and then only if the same is expressly
      marked for the attention of the department or officer identified with the
      Agent's signature below (or such other department or officer as the Agent
      shall from time to time specify for this purpose).

37.4  ENGLISH LANGUAGE
      Each communication and document made or delivered by one party to another
      pursuant to the Finance Documents shall be in the English language or
      accompanied by a translation thereof into English certified (by an officer
      of the person making or delivering the same) as being a true and accurate
      translation thereof.

37.5  NOTIFICATION OF CHANGES
      Promptly upon receipt of notification of a change of address or fax number
      pursuant to Clause 37.3 (DELIVERY) the Agent shall notify the other
      parties hereto of such change.

                                     - 94 -
<PAGE>
37.6  DEEMED RECEIPT BY THE OBLIGORS
      Any communication or document made or delivered to USPE in accordance with
      Clause 37.3 (DELIVERY) shall be deemed to have been made or delivered to
      each of the Obligors.

38.   COUNTERPARTS

      This Agreement may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same instrument.

39.   AMENDMENTS

39.1  AMENDMENTS
      The Agent, if it has the prior consent of an Instructing Group, and the
      Obligors may from time to time agree in writing to amend the Finance
      Documents or to waive, prospectively or retrospectively, any of the
      requirements of the Finance Document and any amendments or waivers so
      agreed shall be binding on all the Finance Parties, provided that no such
      waiver or amendment shall subject any Finance Party hereto to any new or
      additional obligations without the consent of such Finance Party.

39.1  AMENDMENTS REQUIRING THE CONSENT OF ALL THE BANKS
      An amendment or waiver which relates to:

      39.1.1   Clause 30 (SHARING) or this Clause 39;

      39.1.2   a change in the principal amount of or currency of any Advance or
               deferral of any Term Repayment Date or Final Maturity Date;

      39.1.3   a change in the Margin, the commitment commission, the amount or
               currency of any payment of interest, fees or any other amount
               payable hereunder to any Finance Party or deferral of the date
               for payment thereof;

      39.1.4   the conditions set out in sub-clause 3.1.5 of Clause 3.1
               (UTILISATION CONDITIONS FOR TERM ADVANCES) if an Event of Default
               or Potential Event of Default which relates to a Repeated
               Representation, Clause 19 (FINANCIAL CONDITION) or Clause 20.19
               (NEGATIVE PLEDGE) is continuing;

      39.1.5   the definition of Event of Default or Instructing Group; or

      39.1.6   any provision which contemplates the need for the consent or
               approval of all the Banks, shall not be made without the prior
               consent of all the Banks.

39.3  EXCEPTIONS
      Notwithstanding any other provisions hereof, the Agent shall not be
      obliged to agree to any such amendment or waiver if the same would:

      39.3.1   (in respect of the Agent) amend or waive this Clause 39, Clause
               24 (COSTS AND EXPENSES) or Clause 31 (THE AGENT, THE ARRANGER,
               THE BANKS); or

                                     - 95 -
<PAGE>
      39.3.2   otherwise amend or waive any of the Agent's rights hereunder or
               subject the Agent or the Arranger to any additional obligations
               hereunder or under the other Finance Documents.

39.4  AMENDMENT BY USPE
      USPE (acting on behalf of each of the Obligors) may agree to any amendment
      to or modification to the provisions of any of the Finance Documents or
      any schedule thereto, or grant any waiver or consent in relation thereto
      and each Obligor hereby authorises USPE to agree any such amendment,
      modification, waiver or consent on its behalf. Nothing in this Clause 39.4
      shall prejudice the right of the Agent to require all Obligors to agree
      any such amendment, modification, waiver or consent.

39.5  AMENDMENT TO CORRECT MANIFEST ERROR
      The Agent may agree with USPE (acting on behalf of each of the Obligors)
      to enter into any amendment to or the modification of the provisions of
      any of the Finance Documents or any schedule thereto, which is necessary
      to correct a manifest error.

40.   GOVERNING LAW

      This Agreement shall be governed by English law.

41.   JURISDICTION

41.1  ENGLISH COURTS
      The courts of England have exclusive jurisdiction to settle any dispute (a
      "DISPUTE") arising out of or in connection with this Agreement (including
      a dispute regarding the existence, validity or termination of this
      Agreement or the consequences of its nullity).

41.2  CONVENIENT FORUM
      The parties agree that the courts of England are the most appropriate and
      convenient courts to settle Disputes between them and, accordingly, that
      they will not argue to the contrary.

41.3  NON-EXCLUSIVE JURISDICTION
      This Clause 41 is for the benefit of the Finance Parties only. As a result
      and notwithstanding Clause 41.1 (ENGLISH COURTS), it does not prevent any
      Finance Party from taking proceedings relating to a Dispute
      ("Proceedings") in any other courts with jurisdiction. To the extent
      allowed by law, the Finance Parties may take concurrent Proceedings in any
      number of jurisdictions.

41.4  SERVICE OF PROCESS
      Each Original Obligor agrees that the documents which start any
      Proceedings and any other documents required to be served in relation to
      those Proceedings may be served on it:

      41.4.1   in the case of the Original Borrowers and USPE on Law Debenture
               Trust Corporation Plc, 95 Gresham Street, London; and

      41.4.2   in the case of the Original Guarantors, on such Guarantors on Law
               Debenture Trust Corporation Plc, 95 Gresham Street, London

                                     - 96 -
<PAGE>
      If the appointment of the person mentioned in this Clause 41.4 (or, as the
      case may be, the relevant Accession Memorandum) ceases to be effective,
      the relevant Obligor shall immediately appoint another person in England
      to accept service of process on its behalf in England. If an Obligor fails
      to do so (and such failure continues for a period of not less than
      fourteen days), the Agent shall be entitled to appoint such a person by
      notice to such Obligor. Nothing contained herein shall restrict the right
      to serve process in any other manner allowed by law. This Clause 41.4
      applies to Proceedings in England and to Proceedings elsewhere.

WITNESS the hands of the duly authorised representatives of the parties hereto
the date and year first above written.

                                     - 97 -
<PAGE>
                                   SCHEDULE I

                                    THE BANKS

<TABLE>
<CAPTION>
BANK                                     TERM A COMMITMENT               TERM B COMMITMENT
                                               EURO                            EURO

<S>                                             <C>                            <C>
A. For the year ending 12 months after the Closing Date

Societe Generale, Sucursal en Espana      up to 35,000,000               up to 15,000,000

B. For the 12 month period falling between the dates falling 12 months and 24
months after the Closing Date

Societe Generale, Sucursal en Espana      up to 52,500,000               up to 22,500,000

C. For the 12 month period falling between the dates falling 24 months and
36 months after the Closing Date

Societe Generale Sucursal en Espana       up to 70,000,000               up to 30,000,000

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

                                     - 98 -
<PAGE>
                                   SCHEDULE 2
                          FORM OF TRANSFER CERTIFICATE

To: [          ]

                              TRANSFER CERTIFICATE

relating to the agreement (as from time to time amended, varied, novated or
supplemented, the "Credit Agreement") dated o whereby senior euro term loan
facilities were made available to a group of borrowers including United Surgical
Partners Europe S.L. by a group of banks on whose behalf Society Generale,
Sucursal en Espana acted as agent in connection therewith.

1.    Terms defined in the Credit Agreement shall, subject to any contrary
      indication, have the same meanings herein. The terms Bank, Transferee and
      Portion Transferred are defined in the schedule hereto.

2.    The Bank (a) confirms that the details in the schedule hereto under the
      heading "BANK'S PARTICIPATION IN THE TERM FACILITIES" and "TERM ADVANCES"
      accurately summarises its participation in the Credit Agreement and the
      Interest Period or Term of any existing Advances and (b) requests the
      Transferee to accept and procure the transfer by novation to the
      Transferee of the Portion Transferred (specified in the schedule hereto)
      of its Term Commitment and/or its participation in such Advances) by
      counter-signing and delivering this Transfer Certificate to the Agent at
      its address for the service of notices specified in the Credit Agreement.

3.    The Transferee hereby requests the Agent to accept this Transfer
      Certificate as being delivered to the Agent pursuant to and for the
      purposes of Clause 32.5 (TRANSFERS BY BANKS) of the Credit Agreement so as
      to take effect in accordance with the terms thereof on the Transfer Date
      or on such later date as may be determined in accordance with the terms
      thereof.

4.    The Transferee confirms that it has received a copy of the Credit
      Agreement together with such other information as it has required in
      connection with this transaction and that it has not relied and will not
      hereafter rely on the Bank to check or enquire on its behalf into the
      legality, validity, effectiveness, adequacy, accuracy or completeness of
      any such information and further agrees that it has not relied and will
      not rely on the Bank to assess or keep under review on its behalf the
      financial condition, creditworthiness, condition, affairs, status or
      nature of the Obligors.

5.    The Transferee hereby undertakes with the Bank and each of the other
      parties to the Credit Agreement that it will perform in accordance with
      their terms all those obligations which by the terms of the Finance
      Documents will be assumed by it after delivery of this Transfer
      Certificate to the Agent and satisfaction of the conditions (if any)
      subject to which this Transfer Certificate is expressed to take effect.

6.    The Bank makes no representation or warranty and assumes no other
      responsibility with respect to the legality, validity, effectiveness,
      adequacy or enforceability of the Finance Documents or any document
      relating thereto and assumes no responsibility for the financial condition
      of the Obligors or for the performance and observance by the

                                     - 99 -
<PAGE>
      Obligors of any of its obligations under the Finance Documents or any
      document relating thereto and any and all such conditions and warranties,
      whether express or implied by law or, in any case, otherwise, are hereby
      excluded.

7.    The Bank hereby gives notice that nothing herein or in the Finance
      Documents (or, in any case, any document relating thereto) shall oblige
      the Bank to (a) accept a re-transfer from the Transferee of the whole or
      any part of its rights, benefits and/or obligations under the Credit
      Agreement or the Finance Documents transferred pursuant hereto or (b)
      support any losses directly or indirectly sustained or incurred by the
      Transferee for any reason whatsoever including the non-performance by an
      Obligor or any other party to the Credit Agreement or the Finance
      Documents (or, in any case, any document (relating thereto) of its
      obligations under any such document. The Transferee hereby acknowledges
      the absence of any such obligation as is referred to in (a) or (b) above.

8.    This Transfer Certificate and the rights, benefits and obligations of the
      parties hereunder shall be governed by and construed in accordance with
      English law.

                                  THE SCHEDULE

1.    Bank:

2.    Transferee:


3.    Transfer Date:

4.    Bank's Participation in the Term Facilities:
      (a)   Bank's Term A Commitment                         Portion Transferred

            A
            B
            C

      (b)   Bank's Term B Commitment                         Portion Transferred

            A
            B
            C

5.    Term Advances:

      (a)   Term A Advances

      Amount of Bank's Participation      Interest Period    Portion Transferred

      (b)   Term B Advances

      Amount of Bank's Participation      Interest Period    Portion Transferred

[Transferor Bank]                         [Transferee Bank)
By:                                       By:
Date:                                     Date:

                                     - 100-
<PAGE>
________________________________________________________________________________
                      Administrative Details of Transferee

Facility Office:

Address:



Fax:

Telephone:

Contact Name:

Notice Details:

Address:



Fax:

Telephone:

Contact Name:

Account for Payments in Euro:

Address:



Fax:

Telephone:

Contact Name:

________________________________________________________________________________
* Details of the Bank's Available Term Commitment should not be completed after
the last day of the Term Availability Period.

[Note: Execution and delivery of the Transfer Certificates may not be sufficient
to transfer security]

                                     - 101 -
<PAGE>
                                   SCHEDULE 3

                                     PART I

                        CONDITIONS PRECEDENT AT DRAWDOWN

A.    CORPORATE DOCUMENTS

1.    In relation to any Obligor:

            (a) copies, certified by an Authorised Signatory of USPE as being
                true, complete and up to date, of the constitutional documents
                of such Obligor;

            (b) copies, certified by an Authorised Signatory of such Obligor as
                being true, complete and up to date and in full force and effect
                and confirming the same have not been superseded, of the
                resolutions by the relevant body of such Obligor authorising the
                execution, delivery and performance of the Finance Documents and
                the terms and conditions thereof and authorising a person or
                persons to sign (or a copy of the appointment of a person duly
                appointed and with authority to sign) each Finance Document and
                any documents to be delivered by such Obligor pursuant thereto;

            (c) a certificate of an Authorised Signatory of such Obligor setting
                out the names and signatures of the persons authorised to sign,
                on behalf of such Obligor, each Finance Document to which such
                Obligor is or is to be party; and

            (d) copies, certified by an Authorised Signatory of such Obligor as
                being true, complete and up to date and in full force and effect
                and confirming the same have not been superseded, of the
                resolutions of the partners of such Obligor authorising the
                execution, delivery and performance of the Finance Documents and
                the terms and conditions thereof.

2.    The Group Structure Chart (showing all members of the Group, in a form and
      substance reasonably satisfactory to the Arranger).

3.    To the extent not delivered under Al, the constitutive documents of each
      Group member whose shares are subject to an Encumbrance under the Security
      Documents.

B.    ACCOUNTS AND REPORTS

1.    A copy, certified a true copy by an Authorised Signatory of each Original
      Obligor, of the Original Financial Statements of such Original Obligor.

2.    A certificate of an Authorised Signatory of the relevant Obligor or USPE
      stating that all financial covenants and obligations under the Finance
      Documents have been complied with.

C.    OTHER FINANCING DOCUMENTS

                                     - 102 -
<PAGE>
1.    A certificate, signed by an Authorised Signatory of each Original Obligor,
      stating that as of the Closing Date, there are no circumstances which
      constitute an Event of Default or Potential Event of Default or which may
      in its reasonable opinion give rise to a Potential Event of Default.

2.    A certificate, signed by an Authorised Signatory of each Original Obligor,
      stating that as of the Closing Date, there are no action or administrative
      proceeding of or before any court, arbitrator or agency (including, but
      not limited to, investigative proceedings) which could reasonably be
      expected to have a Material Adverse Effect has been started or threatened
      against it or its assets, nor are there any circumstances likely to give
      rise to any such action or proceedings.

3.    Copies, certified by a director of USPE as being true, complete and
      up-to-date, of documents (if any) evidencing all Intercompany Debt
      Agreements made (or to be made or subsisting on the Closing Date) between
      Obligors and by any Obligor to another Group member and evidence that
      subordination provisions and security in respect of such Intercompany Debt
      Agreements to the extent required by the terms of this Agreement, in form
      satisfactory to the Agent, have been entered into and provided in relation
      thereto.

4.    If the proposed advance is in relation to a Permitted Acquisition,
      evidence that the conditions precedent in Schedule 3, Part 2 (CONDITIONS
      PRECEDENT TO A PERMITTED ACQUISITION) have been met.

5.    An official certificate of USPE certifying that the requirement of Clause
      19 (FINANCIAL CONDITION) have been met (i.e., compliance with Clause
      19.1.1 (CASH FLOW COVER), 19.1.2 (MINIMUM NET WORTH COVER) and 19.1.3
      (GROSS DEBT COVER)).

6.    A certificate, signed by an Authorised Signatory of each Original Obligor,
      stating that since the date of its Original Financial Statements or, if
      later, the date as at which its most recent audited financial statements
      (consolidated in the case of USPE) were stated to be prepared, there has
      been no material adverse change in the business, operations, property,
      financial condition, performance or prospects of the Group taken as a
      whole.

D.    SECURITY, GUARANTEE AND PRIORITY DOCUMENTS

1.    Duly executed copies of each of the Finance Documents in a form and
      substance satisfactory to the Agent.

E.    LEGAL OPINIONS

      Legal Opinions, dated the Closing Date, of:

      (i)   Clifford Chance, Madrid, the Agent's counsel as to English law;

      (ii)  Clifford Chance, Madrid, the Agent's counsel as to Spanish law; and

      (iii) the Obligor's local counsel in each jurisdiction in which an Obligor
            is incorporated,

      in each case in form and substance reasonably satisfactory to the
      Arranger.

G.    MISCELLANEOUS
                                      -103-
<PAGE>
1.    The fees letters referred to in Clauses 23.3 (ARRANGEMENT AND UNDERWRITING
      FEE) and 23.4 (AGENCY FEE).

2.    A certificate of a duly authorised officer of USPE confirming that the
      transactions contemplated by and the entering into of the Finance
      Documents will not contravene any other provision of that company's
      constitutional documents.

3.    A copy, certified a true copy by or on behalf of each Original Obligor, of
      each such law, consent, licence, approval, registration or declaration as
      is, in the opinion of counsel to the Banks, necessary to render this
      Agreement legal, valid, binding and enforceable, to make this Agreement
      admissible in evidence in each Original Obligor's jurisdiction of
      incorporation and to enable each Original Obligor to perform its
      obligations hereunder.

4.    Evidence that the party or, parties specified in Clause 41.4 (SERVICE OF
      PROCESS) have agreed to act as the agents of each Original Obligor
      incorporated in a jurisdiction other than England and Wales for the
      service of process in England.

5.    A letter in form and substance satisfactory to the Agent relating to the
      subordination of the USPE-USPI Agreements.

                                     - 104 -
<PAGE>
                                   SCHEDULE 3

                                     PART 2

                 CONDITIONS PRECEDENT TO A PERMITTED ACQUISITION

A.    CORPORATE DOCUMENTS

1.    In relation to a Permitted Acquisition:

     (a) copies, certified by an Authorised Signatory of USPE as being true,
         complete and up to date, of the constitutional documents of such
         Target;

     (b) copies, certified by an Authorised Signatory of the relevant Obligor as
         being true, complete and up to date and in full force and effect and
         confirming the same have not been superseded, of the resolutions by the
         board of directors of such Obligor authorising the execution, delivery
         and performance of the Permitted Acquisition Documents and the terms
         and conditions thereof and authorising a person or persons to sign each
         Permitted Acquisition Document and any documents to be delivered by
         such Obligor pursuant thereto; and

     (c) copies, certified by an Authorised Signatory of such Obligor as being
         true, complete and up to date and in full force and effect and
         confirming the same have not been superseded, of the resolutions of the
         shareholders of such Obligor authorising the execution, delivery and
         performance of the Permitted Acquisition Documents and the terms and
         conditions thereof.

B.    ACCOUNTS AND REPORTS

At least 10 days prior to the Permitted Acquisition Closing Date in relation to
a proposed Permitted Acquisition:

1.    The Reports which are addressed to the Agent and the Banks and in a form
      and substance reasonably satisfactory to the Agent acting on the
      instructions of an Instructing Group.

2.    An Acquisition Feasibility Memorandum in a form and substance reasonably
      satisfactory to the Agent acting on the instructions of an Instructing
      Group addressed to the Agent and the Banks.

3.    A copy, certified a true copy by an Authorised Signatory of USPE, of the
      audited financial statements of such Target for the preceding 3 years (or,
      if not reasonably available, such financial statements certified as
      complete and accurate by the Target's or USPE's Chief Financial Officer).

4.    A Structuring Paper in relation to the proposed Permitted Acquisition.

5.    A certificate of an Authorised Signatory of each relevant Obligor and USPE
      stating that all financial covenants and obligations under the Finance
      Documents have been complied

                                     - 105 -
<PAGE>
      with and that they will continue to be complied with following the
      proposed Permitted Acquisition.

6.    A detailed financial model delivered by USPE to the Agent sufficient to
      demonstrate each Obligor's and the Target's compliance with the financial
      covenants under the Finance Documents during the life of the transaction,
      including identifiable cost savings, and sufficiently demonstrating, in
      the opinion of the Agent, such compliance with all of the conditions
      precedent to a Permitted Acquisition as well as projected compliance with
      all covenants under the Finance Documents for the teen of the Facilities.

C.    ACQUISITION DOCUMENTS AND RELATED MATTERS

1.    An executed copy, certified by an Authorised Signatory of USPE as true,
      complete and up-to-date, of each Permitted Acquisition Document relating
      to the Permitted Acquisition and the documents required to be delivered
      pursuant thereto.

2.    Evidence that the Permitted Acquisition has completed or, immediately
      following the Term Advance in relation thereto hereunder, will be
      completed in accordance with the terms of the Permitted Acquisition
      Documents and that no right or entitlement of USPE or any Obligor (whether
      to receive documents or otherwise) thereunder has been waived or modified
      except with the written consent of the Agent and that the Permitted
      Acquisition Documents contain the full agreement of the parties thereto as
      to the matters set out therein.

3.    Evidence that, without limiting the generality of the foregoing, as a
      result of and after giving effect to the Permitted Acquisition, no Group
      member shall have any Financial Indebtedness outstanding (other than
      Permitted Financial Indebtedness) and that, without limiting of the
      generality of the foregoing, all Financial Indebtedness outstanding (other
      than Permitted Financial Indebtedness) of any Group member has been paid
      in full and all Encumbrances (other than Permitted Encumbrances) and
      guarantees have been or will be, concurrently with the making of the
      Advance in relation thereto hereunder, terminated and discharged.

4.    Evidence that all governmental and regulatory consents and other
      clearances (including, but not limited to, tax clearances) and all third
      party consents and approvals necessary or desirable in connection with the
      Permitted Acquisition have been obtained including, but not limited to in
      relation to a Permitted Acquisition of a Target whose principal office is
      located outside of Spain and Portugal, no less than 2/3 of the Banks'
      written consent approving such Permitted Acquisition.

5.    A funds flow statement in a form agreed to by the Arranger or Agent
      detailing the proposed movement of funds on the Permitted Acquisition
      Closing Date.

6.    A Certificate of USPE detailing the estimated Permitted Acquisition Costs.

D.    SECURITY, GUARANTEE AND PRIORITY DOCUMENTS

      Duly executed copies of each Security Document relating to the Permitted
      Acquisition.

E.    MISCELLANEOUS

                                     - 106 -
<PAGE>
A certificate of USPE's auditors confirming, after the relevant Permitted
Acquisition, which companies within the Group are Material Subsidiaries.

                                     - 107 -
<PAGE>
                                   SCHEDULE 4

                               NOTICE OF DRAWDOWN

From:  [Insert name of Original Borrower]

To:    Societe Generale, Sucursal en Espana

Dated:

Dear Sirs,

l.    We refer to the agreement (the "Credit Agreement") dated [ * ] and made
      between, INTER ALIA, a group of borrowers including United Surgical
      Partners Europe S.L., Societe Generale, Sucursal en Espana as agent and
      the financial institutions named therein as Banks. Terms defined in the
      Credit Agreement shall have the same meaning in this notice.

2.    This notice is irrevocable.

3.    We hereby give you notice that, pursuant to the Credit Agreement, we wish
      the Banks to make a Term Advance as follows:

      (a) principal amount;

      (b) Utilisation Date:

      (c) Interest Period;

4.    [We would like this Advance to have a first Interest Period of [ ] months
      duration [ONLY 1 MONTH PRIOR to SYNDICATION DATE].]

5.    We confirm that, at the date hereof, the Repeated Representations are true
      in all material respects and no Event of Default or Potential Event of
      Default is continuing.

6.    The proceeds of this drawdown should be credited to [insert account
      details].


                                Yours faithfully
                               ..................
                              Authorised Signatory
                              for and on behalf of
                       [Insert name of Original Borrower]

                                     - 108 -
<PAGE>
                                    SCHEDULES
                         FORM OF COMPLIANCE CERTIFICATE

To:    Societe Generale, Sucursal en Espana

Date:

Dear Sirs,

1.    We refer to an agreement (the "Credit Agreement") dated [ * ] and made
      between, INTER ALIA, a group of borrowers including United Surgical
      Partners Europe S.L., [Insert name of Agent] as agent, the financial
      institutions defined therein as Banks and others.

2.    Terms defined in the Credit Agreement shall bear the same meaning herein.

3.    We confirm that:

      [INSERT DETAILS OF FINANCIAL CONDITIONS TO BE CERTIFIED]

4.    We confirm that the following companies constitute Material Subsidiaries
      for the purposes of the Credit Agreement: [          ].

5.    USPE confirms that no Event of Default or Potential Event of Default was
      continuing unremedied or unwaived on [SPECIFY YEAR END OR QUARTER END DATE
      TO WHICH CERTIFICATE RELATES] [other than [           ]]***

6.    We confirm that the Repeated Representations were true in all material
      respects on [SPECIFY YEAR END OR QUARTER END DATE TO WHICH CERTIFICATE
      RELATES] [other than [               ]

[Signed:




____________________________________    ____________________________________
Director                                Director
of                                      of
United Surgical Partners Europe S.L.    United Surgical Partners Europe S.L.


or



____________________________________
for and on behalf of
[name of auditors of United Surgical Partners Europe S.L.]

*** Only to be given by USPE, not auditors

                                      -109-
<PAGE>
                                   SCHEDULE 6

                      FORM OF BORROWER ACCESSION MEMORANDUM

To:    Societe Generale, Sucursal en Espana

From:  [Subsidiary]
       and
       United Surgical Partners Europe S.L. ("USPE")

Dated:

Dear Sirs,

1.    We refer to an agreement (the "CREDIT AGREEMENT") dated [ * ] and made,
      amongst others between a group of borrowers including United Surgical
      Partners Europe S.L. ("USPE"), Societe Generale, Sucursal en Espana as
      agent and the financial institutions defined therein as Banks and others.

2.    Terms defined in the Credit Agreement shall bear the same meaning herein.

3.    USPE requests that [Subsidiary] become an Additional Borrower pursuant to
      Clause 33.1 (Request for Additional Borrowers) of the Credit Agreement.

4.    [Subsidiary] is a company duly organised under the laws of [name of
      relevant jurisdiction].

5.    [Subsidiary] confirms that it has received from USPE a true and up-to-date
      copy of the Credit Agreement.

6.    [Subsidiary] undertakes, upon its becoming a Borrower, to perform all the
      obligations expressed to be undertaken under the Credit Agreement and the
      Finance Documents by a Borrower and agrees that it shall be bound by the
      Credit Agreement and the Finance Documents in all respects as if it had
      been an original party thereto as an Original Borrower.

7.    USPE confirms that, if [Subsidiary] is accepted as an Additional Borrower,
      its guarantee obligations (and the guarantee obligations of other
      Obligors) pursuant to Clause 22 (GUARANTEE AND INDEMNITY) of the Credit
      Agreement will apply to all the obligations of [Subsidiary] under the
      Finance Documents in all respects in accordance with the teens of the
      Credit Agreement.

8.    USPE

      (a)   repeats the Repeated Representations; and

      (b)   confirms that no Event of Default or Potential Event of Default is
            continuing or would occur as a result of [SUBSIDIARY] becoming an
            Additional Borrower.

9.    [Subsidiary] makes the representations and warranties set out in Clause 16
      (REPRESENTATIONS) other than Clause 16.12 (REPORTS), Clause 16.13 (GROUP
      STRUCTURE),Clause 16.17 (INFORMATION MEMORANDUM) and Clause 16.22
      (SUBSIDIARIES).

10.   [Subsidiary's] administrative details are as follows:

                                     - 110 -
<PAGE>
      Address:

      Fax No.:

      Contact:

11.   [PROCESS AGENT* [SUBSIDIARY] agrees that the documents which start any
      Proceedings and any other documents required to be served in relation to
      those Proceedings may be served on it at [Law Debenture Trust Corporation
      Plc at 95 Gresham Street, London] or at any address in Great Britain at
      which process may be served on it in accordance with Part XXIII of the
      Companies Act 1985. If [SUBSIDIARY] the appointment of the person
      mentioned above ceases to be effective, [SUBSIDIARY] shall immediately
      appoint another person in England to accept service of process on its
      behalf in England. If it fails to do so (and such failure continues for a
      period of not less than fourteen days), the Agent shall be entitled to
      appoint such a person by notice. Nothing contained herein shall restrict
      the right to serve process in any other manner allowed by law. This
      applies to Proceedings in England and to Proceedings elsewhere.]

12.   This Memorandum shall be governed by English law.

      [Insert name of Parent]              [Subsidiary]

      By:____________________              By:_____________________

* This clause is required only if the Acceding Borrower is not incorporated in
England or Wales.

                                      -111-
<PAGE>
                                   SCHEDULE 7

                     FORM OF GUARANTOR ACCESSION MEMORANDUM

To:         Societe Generale, Sucursal en Espana, S.L.

From:       [Subsidiary]
            and
            United Surgical Partners Europe S.L. ("USPE")

 Dated:

 Dear Sirs,

1.    We refer to an agreement (the "CREDIT AGREEMENT") dated [       ] and made
      between, INTER ALIA, a group of borrowers including United Surgical
      Partners Europe S.L. ("USPE"), Societe Generale, Sucursal en Espaha, S.L.
      as agent, the financial institutions defined therein as Banks and others.

2.    Terms defined in the Credit Agreement shall bear the same meaning herein.

3.    USPE requests that [SUBSIDIARY] become an Additional Guarantor pursuant to
      Clause 34.1 (REQUEST FOR ADDITIONAL GUARANTOR) OF the Credit Agreement.

4.    [SUBSIDIARY] is a company duly organised under the laws of [NAME OF
      RELEVANT JURISDICTION].

5.    [SUBSIDIARY] confirms that it has received from USPE a true and up-to-date
      copy of the Credit Agreement and a list of the Borrowers as at the date
      hereof.

6.    [SUBSIDIARY] undertakes, upon its becoming a Guarantor, to perform all the
      obligations expressed to be undertaken under the Credit Agreement and the
      Finance Documents by a Guarantor and agrees that it shall be bound by the
      Credit Agreement and the Finance Documents in all respects as if it had
      been an original party thereto as an Original Guarantor.

7.    USPE:

      (a) repeats the Repeated Representations; and

      (b) confirms that no Event of Default or Potential Event of Default is
          continuing or would occur as a result of [SUBSIDIARY] becoming an
          Additional Guarantor.

8.    [SUBSIDIARY] makes the representations set out in Clause 16
      (REPRESENTATIONS) other than Clause 16.12 (REPORTS), Clause 16.13 (GROUP
      STRUCTURE), Clause (degree)16.17 (INFORMATION AND MEMORANDUM) and Clause
      16.22 (SUBSIDIARIES).

9.    [SUBSIDIARY'S] administrative details are as follows:

      Address:

      Fax No.:

      Contact

                                    - 112 -
<PAGE>
10.   [PROCESS AGENT* [SUBSIDIAY] agrees that the documents which start any
      Proceedings and any other documents required to be served in relation to
      those Proceedings may be served on it at [Law Debenture Trust Corporation
      Plc at 95 Gresham Street, London) or at any address in Great Britain at
      which process may be served on it in accordance with Part XXIII of the
      Companies Act 1985. If [SUBSIDIARY] the appointment of the person
      mentioned above ceases to be effective, [SUBSIDIARY] shall immediately
      appoint another person in England to accept service of process on its
      behalf in England. If it fails to do so (and such failure continues for a
      period of not less than fourteen days), the Agent shall be entitled to
      appoint such a person by notice. Nothing contained herein shall restrict
      the right to serve process in any other manner allowed by law. This
      applies to Proceedings in England and to Proceedings elsewhere.)

11.   This Memorandum shall be governed by English law.

      To be executed by deed.

* This clause is required only if the Acceding Guarantor is not incorporated in
England or Wales.

                                     - 113 -
<PAGE>
                                   SCHEDULE 8
                         ADDITIONAL CONDITIONS PRECEDENT

1.    A copy, certified as at the date of the relevant Accession Memorandum a
      true and up-todate copy by an Authorised Signatory of the proposed
      Additional Obligor, of the constitutional documents of such proposed
      Additional Obligor.

2.    A copy, certified as at the date of the relevant Accession Memorandum a
      true and up-to-date copy by an Authorised Signatory of the proposed
      Additional Obligor, of a board resolution of such proposed Additional
      Obligor approving the execution and delivery of an Accession Memorandum,
      the accession of such proposed Additional Obligor to this Agreement and
      the performance of its obligations under the Finance Documents and
      authorising a named person or persons to sign such Accession Memorandum,
      any other Finance Document and any other documents to be delivered by such
      proposed Additional Obligor pursuant thereto.

      [ADD A CERTIFIED COPY OF ANY SHAREHOLDERS RESOLUTION REQUIRED, IF ANY, TO
      APPROVE FINANCE DOCUMENTS]

3.    A certificate of an Authorised Signatory of the proposed Additional
      Obligor setting out the names and signatures of the person or persons
      authorised to sign, on behalf of such proposed Additional Obligor, the
      Accession Memorandum, any other Finance Documents and any other documents
      to be delivered by such proposed Additional Obligor pursuant thereto.

4.    A certificate of an Authorised Signatory of the proposed Additional
      Obligor confirming that the utilisation of the Facilities would not breach
      any restriction of its borrowing powers or power to grant security or give
      a guarantee.

5.    If the proposed Additional Obligor is incorporated in a jurisdiction other
      than England and Wales, a copy, certified a true copy by or on behalf of
      the proposed Additional Obligor, of each such law, consent, licence,
      approval, registration or declaration as is, in the opinion of counsel to
      the Banks, necessary to render the relevant Accession Memorandum legal,
      valid, binding and enforceable, to make such Accession Memorandum
      admissible in evidence in the proposed Additional Obligor's jurisdiction
      of incorporation and to enable the proposed Additional Obligor to perform
      its obligations thereunder and under the other Finance Documents.

6.    A copy, certified a true copy by an Authorised Signatory of the proposed
      Additional Obligor, of its latest financial statements.

7.    If the proposed Additional Obligor is incorporated in a jurisdiction other
      than England and Wales, an opinion of the Banks' local counsel in the
      relevant jurisdiction in form and substance reasonably satisfactory to the
      Agent.

8.    In respect of Obligors incorporated in England and Wales or Scotland,
      evidence of compliance with the procedure for permitting the financial
      assistance constituted hereby and/or under the other Finance Documents
      under Section 155-158 of the Companies Act 1985 including certified copies
      of the relevant statutory declarations and annexed auditors

                                     - 114 -
<PAGE>
      reports, copies of the related board memoranda for each such Obligor and
      non-statutory comfort from the auditors as to the net asset position of
      such Obligor. In respect of Obligors incorporated elsewhere, evidence of
      compliance with any similar or equivalent procedure for permitting
      financial assistance (if any).

9.    An opinion of Clifford Chance, solicitors to the Agent, in form and
      substance satisfactory to the Agent.

10.   If the proposed Additional Obligor is incorporated in a jurisdiction other
      than England and Wales, evidence that the process agent specified in the
      relevant Accession Memorandum has agreed to act as its agent for the
      service of process in England.

                                      -115-
<PAGE>
                                   SCHEDULE 9
                           FORM OF RESIGNATION NOTICE

To:         Societe Generale, Sucursal en Espana, S.L.

From:       United Surgical Partners Europe, S.L.

Dated:

Dear Sirs,

1.    We refer to an agreement (the "FACILITY AGREEMENT") dated [    ] and made,
      INFER ALIA, between a group of borrowers including United Surgical
      Partners Europe, S.L. ("USPE"), Societe Generale, Sucursal en Esparna as
      agent, the financial institutions defined therein as Banks and others.

2.    Terms defined in the Facility Agreement shall bear the same meaning
      herein.

3.    We declare that [NAME OF BORROWER] is under no actual or contingent
      obligation under any Finance Document in its capacity as a Borrower.

4.    Pursuant to Clause 33.3 (RESIGNATION OF A BORROWER) we hereby request that
      [name of Obligor] shall cease to be a Borrower under the Facility
      Agreement.

                                Yours faithfully

                      United Surgical Partners Europe, S.L.

                                     - 116 -
<PAGE>
                                   SCHEDULE 10

                                 MANDATORY COSTS

1.    The Mandatory Cost Rate is an addition to the interest rate to compensate
      Banks for the cost of compliance with the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions).

2.    On the first day of each Interest Period or Term, as the case may be, (or
      as soon as possible thereafter) the Agent shall calculate, as a percentage
      rate, a rate (the "ADDITIONAL COSTS RATE") for each Bank, in accordance
      with the formulae set out below. The Mandatory Cost Rate will be
      calculated by the Agent as a weighted average of the Banks' additional
      costs rates (weighted in proportion to the percentage participation of
      each Bank in the relevant Advance) and will be expressed as a percentage
      rate per annum.

3.    The additional cost rate for each Bank will be calculated by the Agent as
      follows:

      (a)   in relation to euro Advances:

                     AB + C (B - D) + E X 0.01
                     -------------------------per cent. per annum
                             100 - (A+C)

      (b)   in relation to Advances in any currency other than euro:

                           E X 0.01
                           --------per cent. per annum.
                             300

      Where:

      A     is the percentage of eligible liabilities (assuming these to be in
            excess of any stated minimum) which that Bank is from time to time
            required to maintain as an interest free cash ratio deposit with the
            Bank of England to comply with cash ratio requirements.

      B     is the percentage rate of interest (excluding the Margin and the
            Mandatory Cost Rate) payable for the relevant Interest Period or
            Term, as the case may be, on the Advance.

      C     is the percentage (if any) of eligible liabilities which that Bank
            is required from time to time to maintain as interest bearing
            special deposits with the Bank of England.

      D     is the percentage rate per annum payable by the Bank of England to
            the Agent on interest bearing special deposits.

      E     is the rate of charge payable by that Bank to the Financial Services
            Authority pursuant to the Fee Regulations (but, for this purpose,
            ignoring any minimum fee required pursuant to the Fee Regulations)
            and expressed in pounds per (pound)1,000,000 of the Fee Base of that
            Bank.

4.    For the purposes of this Schedule:

                                     -117-
<PAGE>
      (a)   "ELIGIBLE LIABILITIES" AND "SPECIAL DEPOSITS" have the meanings
            given to them from time to time under or pursuant to the Bank of
            England Act 1998 or (as may be appropriate) by the Bank of England;

      (b)   "FEE REGULATIONS" means the Banking Supervision (Fees) Regulations
            1999 or such other law as may be in force from time to time in
            respect of the payment of fees for banking supervision; and

      (c)   "Fee Base" has the meaning given to it, and will be calculated in
            accordance with, the Fee Regulations.

5.    In application of the above formulae, A, B, C and D will be included in
      the formulae as percentages (i.e. 5 per cent. will be included in the
      formula as 5 and not as 0.05). A negative result obtained by subtracting D
      from B shall be taken as zero. The resulting figures shall be rounded to
      four decimal places.

6.    Each Bank shall supply any information required by the Agent for the
      purpose of calculating the above formulae. In particular, but without
      limitation, each Bank shall supply the following information in writing on
      or prior to the date on which it becomes a Bank:

      (a)   its jurisdiction of incorporation and the jurisdiction of its
            Facility Office; and

      (b)   such other information that the Agent may reasonably require for
            such purpose.

      Each Bank shall promptly notify the Agent in writing of any change to the
      information provided by it pursuant to this paragraph.

7.    The percentages or rates of charge of each Bank for the purpose of A, C
      and E above shall be determined by the Agent based upon the information
      supplied to it pursuant to paragraph 6 above and on the assumption that,
      unless a Bank notifies the Agent to the contrary, each Bank's obligations
      in relation to cash ratio deposits, special deposits and the Fee
      Regulations are the same as those of a typical bank from its jurisdiction
      of incorporation with a Facility Office in the same jurisdiction as its
      Facility Office.

      The Agent shall have no liability to any person if such determination
      results in an additional costs rate which over or under compensates any
      Bank and shall be entitled to assume that the information provided by any
      Bank pursuant to paragraph 6 above is true and correct in all respects.

8.    The Agent shall distribute the additional amounts received pursuant to the
      Mandatory Cost Rate to the Banks on the basis of the additional costs rate
      for each Bank, in accordance with the above formulae and based on the
      information provided by each Bank pursuant to paragraph 6 above.

9.    Any determination by the Agent pursuant to this Schedule in relation to a
      formula, the Mandatory Cost Rate, an additional costs rate or any amount
      payable to a Bank shall, in the absence of manifest error, be conclusive
      and binding on all of the parties hereto.

10.   The Agent may from time to time, after consultation with USPE and the
      Banks, determine and notify to all parties any amendments or variations
      which are required to be made to any

                                      -118-
<PAGE>
      of the formulae set out above in order to comply with any change in law or
      any requirements from time to time imposed by the Bank of England or the
      Financial Services Authority (or, in either case, any other authority
      which replaces all or any of its functions) and any such determination
      shall, in the absence of manifest error, be conclusive and binding on all
      the parties hereto.

                                      -119-
<PAGE>
                                   SCHEDULE 11

                                   REAL ESTATE

-   Land registered in the Land Registry Number 2 of La Coruna on folio 237 of
    volume 505 of book 505, registered property number 38558 and owned by
    Instituto Policlinico Santa Teresa, S.A.

-   Land registered in the Land Registry Number 2 of La Coruna on folio 233 of
    volume 505 of book 505, registered property number 38556 and owned by
    Instituto Policlinico Santa Teresa, S.A.

-   Land registered in the Land Registry Number 2 of La Coruna on folio 35 of
    volume 300 of book 300, registered property number 23645 and owned by
    Instituto Policlinico Santa Teresa, S.A.

-   Land registered in the Land Registry Number 2 of La Coruna on folio 233 of
    volume 2062 of book 753, registered property number 58930 and owned by
    Clinics Maternal Nuestra Senora de la Esperanza.

-   Land registered in the Land Registry Number 1 of Barcelona on folio 166 of
    volume 907 of book 297, registered property number 11660 and owned by
    Instituto Dexeus, S.A.

-   Land registered in the Land Registry Number 8 of Sevilla on folio 200 of
    volume 1429 of book 884, registered property number 25948 and owned by
    Hospitalizacion y Servicios, S.A. (HOYS, S.A.)

-   Land registered in the Land Registry Number 8 OF Sevilla on folio 121 of
    volume 235 of book 116, registered property number 4377 and owned by
    Hospitalizacion y Servicios, S.A. (HOYS, S.A.)

-   Land registered in the Land Registry Number 8 of Sevilla on folio 200 of
    volume 1429 of book 189, registered property number 5019 N and owned by
    Hospitalizacion y Servicios, S.A. (HOYS, S.A.)

                                     - 120 -