<PAGE>   1
                                                                    EXHIBIT 10.2


                                                                  CONFORMED COPY
================================================================================

                                 $2,500,000,000

                                CREDIT AGREEMENT

                                      among

                          HCA - THE HEALTHCARE COMPANY,

          THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME
                            TO TIME PARTIES HERETO,

                 JPMORGAN, a division of Chase Securities Inc.,
                 as Sole Advisor, Lead Arranger and Bookrunner,

                             BANK OF AMERICA, N.A.,
                     as Documentation Agent and Co-Arranger,

                               CITICORP USA, INC.,
                      DEUTSCHE BANK AG NEW YORK BRANCH, and
                                  SUNTRUST BANK
                     as Syndication Agents and Co-Arrangers,

                     THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                 as Co-Arranger,

                             FLEET NATIONAL BANK and
                            THE BANK OF NOVA SCOTIA,
                           as Senior Managing Agents,

                            THE BANK OF NEW YORK and
                              WACHOVIA BANK, N.A.,
                               as Managing Agents,

                            TORONTO DOMINION BANK and
                          SUMITOMO BANK, as Co-Agents,

                                  AMSOUTH BANK,
                           CREDIT SUISSE FIRST BOSTON,
                                 MERRILL LYNCH,
                         THE NORTHERN TRUST COMPANY and
                                    KEY BANK,
                                as Lead Managers

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                           Dated as of April 30, 2001

================================================================================
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
SECTION 1. DEFINITIONS ...............................................................    4
           1.1   Defined Terms .......................................................    4
           1.2   Other Definitional Provisions .......................................   18

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS ...........................................   18
           2.1   Term Commitments ....................................................   18
           2.2   Procedure for Term Loan Borrowing ...................................   18
           2.3   Repayment of Term Loans .............................................   19
           2.4   Revolving Commitments ...............................................   19
           2.5   Procedure for Revolving Loan Borrowing ..............................   19
           2.6   CAF Advances ........................................................   20
           2.7   Procedure for CAF Advance Borrowing .................................   20
           2.8   CAF Advance Payments ................................................   23
           2.9   Evidence of Debt ....................................................   23
           2.10  Certain Restrictions ................................................   24
           2.11  Facility Fees, etc ..................................................   24
           2.12  Termination or Reduction of Revolving Commitments ...................   24
           2.13  Optional Prepayments ................................................   24
           2.14  Conversion and Continuation Options .................................   25
           2.15  Limitations on Eurodollar Tranches ..................................   25
           2.16  Interest Rates and Payment Dates ....................................   25
           2.17  Computation of Interest and Fees ....................................   26
           2.18  Inability to Determine Interest Rate ................................   26
           2.19  Pro Rata Treatment and Payments .....................................   27
           2.20  Requirements of Law .................................................   28
           2.21  Taxes ...............................................................   29
           2.22  Indemnity ...........................................................   31
           2.23  Change of Lending Office ............................................   31
           2.24  Replacement of Banks ................................................   31

SECTION 3. LETTERS OF CREDIT .........................................................   32
           3.1   L/C Commitment ......................................................   32
           3.2   Procedure for Issuance of Letter of Credit ..........................   32
           3.3   Fees and Other Charges ..............................................   33
           3.4   L/C Participations ..................................................   33
           3.5   Reimbursement Obligation of the Company .............................   34
           3.6   Obligations Absolute ................................................   34
           3.7   Letter of Credit Payments ...........................................   34
           3.8   Applications ........................................................   35

SECTION 4. REPRESENTATIONS AND WARRANTIES ............................................   35
           4.1   Corporate Organization and Existence ................................   35
           4.2   Subsidiaries ........................................................   35
</TABLE>


<PAGE>   3
<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
           4.3   Financial Information ...............................................   35
           4.4   Changes in Condition ................................................   36
           4.5   Assets ..............................................................   36
           4.6   Litigation ..........................................................   36
           4.7   Tax Returns .........................................................   36
           4.8   Contracts, etc ......................................................   37
           4.9   No Legal Obstacle to Agreement ......................................   37
           4.10  Defaults ............................................................   37
           4.11  Burdensome Obligations ..............................................   37
           4.12  Pension Plans .......................................................   37
           4.13  Disclosure ..........................................................   38
           4.14  Environmental and Public and Employee Health and Safety Matters .....   38
           4.15  Federal Regulations .................................................   38
           4.16  Investment Company Act; Other Regulations ...........................   39

SECTION 5. CONDITIONS ................................................................   39
           5.1   Loan Documents ......................................................   39
           5.2   Legal Opinions ......................................................   39
           5.3   Company Officers' Certificate .......................................   39
           5.4   Legality, etc .......................................................   39
           5.5   Termination of Existing Credit Facilities ...........................   40
           5.6   General .............................................................   40
           5.7   Fees ................................................................   40

SECTION 6. GENERAL COVENANTS .........................................................   40
           6.1   Taxes, Indebtedness, etc ............................................   40
           6.2   Maintenance of Properties; Compliance with Law ......................   41
           6.3   Transactions with Affiliates ........................................   41
           6.4   Insurance ...........................................................   41
           6.5   Financial Statements ................................................   41
           6.6   Ratio of Consolidated Total Debt to Consolidated Total
                   Capitalization ....................................................   44
           6.7   Interest Coverage Ratio .............................................   44
           6.8   Distributions .......................................................   44
           6.9   Merger or Consolidation .............................................   44
           6.10  Sales of Assets .....................................................   44
           6.11  Compliance with ERISA ...............................................   45
           6.12  Negative Pledge .....................................................   45
           6.13  Sale-and-Leaseback Transactions .....................................   46
           6.14  Use of Proceeds .....................................................   46

SECTION 7. DEFAULTS ..................................................................   47
           7.1   Events of Default ...................................................   47
           7.2   Annulment of Defaults ...............................................   49
           7.3   Waivers .............................................................   49
           7.4   Course of Dealing ...................................................   49
</TABLE>


                                       ii

<PAGE>   4
<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
SECTION 8. THE AGENT .................................................................   49
           8.1   Appointment .........................................................   49
           8.2   Delegation of Duties ................................................   50
           8.3   Exculpatory Provisions ..............................................   50
           8.4   Reliance by Agent ...................................................   50
           8.5   Notice of Default ...................................................   50
           8.6   Non-Reliance on Agent and Other Banks ...............................   51
           8.7   Indemnification .....................................................   51
           8.8   Agent in Its Individual Capacity ....................................   51
           8.9   Successor Agent .....................................................   51

SECTION 9. MISCELLANEOUS .............................................................   52
           9.1   Amendments and Waivers ..............................................   52
           9.2   Notices .............................................................   52
           9.3   No Waiver; Cumulative Remedies ......................................   53
           9.4   Survival of Representations and Warranties ..........................   53
           9.5   Payment of Expenses and Taxes; Indemnity ............................   53
           9.6   Successors and Assigns; Participations; Purchasing Banks ............   54
           9.7   Adjustments; Set-off ................................................   57
           9.8   Counterparts ........................................................   57
           9.9   GOVERNING LAW .......................................................   57
           9.10  WAIVERS OF JURY TRIAL ...............................................   58
           9.11  Submission To Jurisdiction; Waivers .................................   58
</TABLE>


<TABLE>
SCHEDULES:

<S>           <C>
Schedule I.   Commitment Amounts; Lending Offices; Addresses for Notice
Schedule II.  Subsidiaries of the Company
Schedule III. Indebtedness of the Company and its Subsidiaries
Schedule IV.  Applicable Margin and Facility Fee Rate
Schedule V.   Significant Litigation
Schedule VI.  Credit Agreements to be Terminated

EXHIBITS:

Exhibit A-1.  Form of Revolving Note
Exhibit A-2.  Form of Term Note
Exhibit A-3.  Form of Competitive Loan Note
Exhibit B.    Form of Commitment Transfer Supplement
Exhibit C-1.  Form of CAF Advance Request
Exhibit C-2.  Form of CAF Advance Offer
Exhibit C-3.  Form of CAF Advance Confirmation
Exhibit D.    Form of Exemption Certificate
</TABLE>





                                      iii



<PAGE>   5

                  CREDIT AGREEMENT (this "Agreement"), dated as of April 30,
2001, among HCA - THE HEALTHCARE COMPANY, a Delaware corporation (the
"Company"), the several banks and other financial institutions from time to time
parties hereto (the "Banks"), BANK OF AMERICA, N.A., as Documentation Agent and
Co-Arranger, CITICORP USA, INC., DEUTSCHE BANK AG NEW YORK BRANCH and SUNTRUST
BANK and as Syndication Agents and Co-Arrangers, THE INDUSTRIAL BANK OF JAPAN,
LIMITED, as Co-Arranger, FLEET NATIONAL BANK and THE BANK OF NOVA SCOTIA, as
Senior Managing Agents, THE BANK OF NEW YORK and WACHOVIA BANK, N.A., as
Managing Agents, TORONTO DOMINION BANK and SUMITOMO BANK, as Co-Agents, AMSOUTH
BANK, CREDIT SUISSE FIRST BOSTON, MERRILL LYNCH, THE NORTHERN TRUST COMPANY and
KEY BANK, as Lead Managers, JPMORGAN, a division of Chase Securities Inc., as
Sole Advisor, Lead Arranger and Bookrunner, and THE CHASE MANHATTAN BANK, as
agent (the "Agent").

                  In consideration of the promises and mutual agreements herein
contained and for good and valuable consideration the parties hereto agree as
follows:

                             SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

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

                  "Affiliate": (a) any director or officer of any corporation or
partner or joint venturer or Person holding a similar position in another Person
or members of their families, whether or not living under the same roof, or any
Person owning beneficially more than 5% of the outstanding common stock or other
evidences of beneficial interest of the Person in question, (b) any Person of
which any one or more of the Persons described in clause (a) above is an
officer, director or beneficial owner of more than 5% of the shares or other
beneficial interest and (c) any Person controlled by, controlling or under
common control with the Person in question.

                  "Agent" means The Chase Manhattan Bank, in its capacity as
administrative agent for the Banks hereunder.

                  "Aggregate Exposure": with respect to any Bank at any time, an
amount equal to (a) until the Closing Date, the aggregate amount of such Bank's
Commitments at such time and (b) thereafter, the sum of (i) the aggregate then
unpaid principal amount of such Bank's Term Loans and (ii) the amount of such
Bank's Revolving Commitment then in effect or, if the Revolving Commitments have
been terminated, the amount of such Bank's Revolving Extensions of Credit then
outstanding.



<PAGE>   6
                                       5


                  "Aggregate Exposure Percentage": with respect to any Bank at
any time, the ratio (expressed as a percentage) of such Bank's Aggregate
Exposure at such time to the Aggregate Exposure of all Banks at such time.

                  "Agreement": as defined in the preamble hereto.

                  "Alternate Base Rate": for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/100 of 1%) equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day
plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2
of 1%. For purposes hereof: "Prime Rate" shall mean the rate of interest per
annum publicly announced from time to time by the Agent as its prime rate in
effect at its principal office in New York City (each change in the Prime Rate
to be effective on the date such change is publicly announced); "Base CD Rate"
shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate
and (ii) a fraction, the numerator of which is one and the denominator of which
is one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate;
"Three-Month Secondary CD Rate" shall mean, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on such
day (or, if such day shall not be a Business Day, the next preceding Business
Day) by the Board of Governors of the Federal Reserve System (the "Board")
through the public information telephone line of the Federal Reserve Bank of New
York (which rate will, under the current practices of the Board, be published in
Federal Reserve Statistical Release H.15(519) during the week following such
day), or, if such rate shall not be so reported on such day or such next
preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at approximately 10:00 A.M., New York City time, on such day (or, if
such day shall not be a Business Day, on the next preceding Business Day) by the
Agent from three New York City negotiable certificate of deposit dealers of
recognized standing selected by it; "C/D Reserve Percentage" shall mean, for any
day, that percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board (or any successor), for determining the maximum reserve
requirement for a member bank of the Federal Reserve System in New York City
with deposits exceeding one billion Dollars in respect of new non-personal
three-month certificates of deposit in the secondary market in Dollars in New
York City and in an amount of $100,000 or more; "C/D Assessment Rate" shall
mean, for any day, the net annual assessment rate (rounded upward to the nearest
1/100 of 1%) determined by Chase to be payable on such day to the Federal
Deposit Insurance Corporation or any successor (the "FDIC") for FDIC's insuring
time deposits made in Dollars at offices of Chase in the United States; and
"Federal Funds Effective Rate" shall mean, for any day, the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Agent from three
federal funds brokers of recognized standing selected by it. If for any reason
the Agent shall have determined (which determination shall be conclusive absent
manifest error) that it is unable to ascertain the Base CD Rate or the Federal
Funds Effective Rate, or both, for any reason, including the inability or
failure of the Agent to obtain sufficient quotations in accordance with the
terms thereof, the Alternate Base Rate shall be determined without regard to
clause (b) or (c), or both, of the first sentence of this definition, as
appropriate, until the circumstances giving rise to such inability no longer
exist. Any change




<PAGE>   7
                                       6


in the Alternate Base Rate due to a change in the Prime Rate, the Three-Month
Secondary CD Rate or the Federal Funds Effective Rate shall be effective on the
effective day of such change in the Prime Rate, the Three-Month Secondary CD
Rate or the Federal Funds Effective Rate, respectively.

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

                  "Applicable Margin": for each Type of Loan during a Level I
Period, Level II Period, Level III Period or Level IV Period the rate per annum
set forth under the relevant column heading in Schedule IV. The Applicable
Margin shall be fixed at Level II for the period beginning on the Closing Date
and ending on the date that is six months after the Closing Date. Increases or
decreases in the Applicable Margin shall become effective on the first day of
the Level I Period, Level II Period, Level III Period or Level IV Period as the
case may be, to which such Applicable Margin relates.

                  "Application": an application, in such form as the Issuing
Bank may specify from time to time, requesting the Issuing Bank to open a Letter
of Credit.

                  "Approved Fund": with respect to any Bank that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Bank or by an
Affiliate of such investment advisor.

                  "Attributable Debt": (i) as to any capitalized lease
obligations, the Indebtedness carried on the balance sheet in respect thereof in
accordance with GAAP and (ii) as to any operating leases, the total net amount
of rent required to be paid under such leases during the remaining term thereof.

                  "Auditor": any independent certified public accountant of
nationally recognized standing and reputation selected by the Company.

                  "Available Revolving Commitments": as to any Revolving Bank at
any time, an amount equal to the excess, if any, of (a) such Bank's Revolving
Commitment then in effect over (b) the sum of (i) such Bank's Revolving
Extensions of Credit then outstanding plus (ii) such Bank's Revolving Percentage
of the aggregate principal amount of the CAF Advances then outstanding,
calculated as if such outstanding CAF Advances were pro rata among the Revolving
Banks.

                  "Bank Obligations": as defined in subsection 7.1.

                  "Banks": as defined in the preamble hereto.

                  "Benefitted Bank": as defined in subsection 9.7.

                  "Business Day": any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan or LIBO Rate CAF Advances,



<PAGE>   8
                                       7


the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

                  "CAF Advance": each CAF Advance made pursuant to subsection
2.6.

                  "CAF Advance Agent": Chase, in its capacity as CAF Advance
Agent.

                  "CAF Advance Availability Period": the period from and
including the Closing Date to and including the date which is 14 days prior to
the Revolving Termination Date.

                  "CAF Advance Confirmation": each confirmation by the Company
of its acceptance of CAF Advance Offers, which confirmation shall be
substantially in the form of Exhibit C-3 and shall be delivered to the CAF
Advance Agent by facsimile transmission.

                  "CAF Advance Interest Payment Date": as to each CAF Advance,
each interest payment date specified by the Company for such CAF Advance in the
related CAF Advance Request.

                  "CAF Advance Maturity Date": as to any CAF Advance, the date
specified by the Company pursuant to subsection 2.7(d)(ii) in its acceptance of
the related CAF Advance Offer.

                  "CAF Advance Offer": each offer by a Bank to make CAF Advances
pursuant to a CAF Advance Request, which offer shall contain the information
specified in Exhibit C-2 and shall be delivered to the CAF Advance Agent by
telephone, immediately confirmed by facsimile transmission.

                  "CAF Advance Request": each request by the Company for Banks
to submit bids to make CAF Advances, which request shall contain the information
in respect of such requested CAF Advances specified in Exhibit C-1 and shall be
delivered to the CAF Advance Agent in writing, by facsimile transmission, or by
telephone, immediately confirmed by facsimile transmission.

                  "Capital Stock": any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

                  "Change in Control": of any corporation, (a) any Person or
"group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended), other than the Company, that shall acquire more than 50% of the
Voting Stock of such corporation or (b) any Person or group (as defined in
preceding clause (a)), other than the Company, that shall acquire more than 20%
of the Voting Stock of such corporation and, at any time following an
acquisition described in this clause (b), the Continuing Directors shall not
constitute a majority of the board of directors of such corporation.

                  "Chase": The Chase Manhattan Bank.


<PAGE>   9
                                       8


                  "Closing Date": the date on which the conditions precedent set
forth in subsection 5.1 shall have been satisfied, which date is April 30, 2001.

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

                  "Commitment": as to any Bank, the sum of the Term Commitment
and Revolving Commitment of such Bank.

                  "Commitment Transfer Supplement": a Commitment Transfer
Supplement, substantially in the form of Exhibit B.

                  "Company": HCA - The Healthcare Company, a Delaware
corporation.

                  "Confidential Information Memorandum": the Confidential
Information Memorandum dated March 2001 and/or April 2001 and furnished to
certain Banks.

                  "Consolidated Assets": the consolidated assets of the Company
and its Subsidiaries, determined in accordance with GAAP.

                  "Consolidated Earnings Before Interest and Taxes": for any
period for which the amount thereof is to be determined, Consolidated Net Income
for such period plus (i) all amounts deducted in computing such Consolidated Net
Income in respect of interest expense on Indebtedness and income taxes and (ii)
non-recurring charges incurred or made as of or for fiscal quarters ending on or
after June 30, 2000 related to the Company's partial settlement with the
Department of Justice not exceeding in the aggregate $745,000,000 on a pre-tax
basis.

                  "Consolidated Interest Expense": for any period for which the
amount thereof is to be determined, all amounts deducted in computing
Consolidated Net Income for such period in respect of interest expense on
Indebtedness determined in accordance with GAAP.

                  "Consolidated Net Income": for any period, the consolidated
net income, if any, after taxes, of the Company and its Subsidiaries for such
period determined in accordance with GAAP; provided, however, that Consolidated
Net Income shall not include any gain or loss attributable to extraordinary
items, any sale of assets not in the ordinary course of business or any taxes or
tax savings as a result thereof.

                  "Consolidated Net Tangible Assets": the total amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities as disclosed on the consolidated balance
sheet of the Company (excluding any thereof which are by their terms extendable
or renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed and excluding
any deferred income taxes that are included in current liabilities), and (ii)
all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangible assets, all as set forth on the most recent
consolidated balance sheet of the Company and computed in accordance with GAAP.


<PAGE>   10
                                       9


                  "Consolidated Net Worth": as of the date of determination, all
items which in conformity with GAAP would be included under shareholders' equity
and Temporary Equity on a consolidated balance sheet of the Company and its
Subsidiaries at such date.

                  "Consolidated Total Capitalization": for any period for which
the amount thereof is to be determined, the sum of Consolidated Net Worth at
such date and Consolidated Total Debt at such date.

                  "Consolidated Total Debt": the aggregate of all Indebtedness
(including the current portion thereof) of the Company and its Subsidiaries in
conformity with GAAP on a consolidated basis.

                  "Continuing Director": any member of the Board of Directors of
the Company who is a member of such Board on the date of this Agreement, and any
Person who is a member of such Board and whose nomination as a director was
approved by a majority of the Continuing Directors then on such Board.

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

                  "Control Group Person": any Person which is a member of the
controlled group or is under common control with the Company within the meaning
of Section 414(b) or 414(c) of the Code or Section 4001(b)(1) of ERISA.

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

                  "Distribution": (a) the declaration or payment of any dividend
on or in respect of any shares of any class of capital stock of the Company
other than dividends payable solely in shares of common stock of the Company;
(b) the purchase, redemption or other acquisition of any shares of any class of
capital stock of the Company directly or indirectly through a Subsidiary or
otherwise; and (c) any other distribution on or in respect of any shares of any
class of capital stock of the Company.

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

                  "Domestic Lending Office": the office of each Bank designated
as such in Schedule I.

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

                  "Eurocurrency Reserve Requirements": for any day as applied to
a Eurodollar Loan, the aggregate (without duplication) of the rates (expressed
as a decimal fraction) of reserve requirements in effect on such day (including,
without limitation, basic, supplemental, marginal and emergency reserves under
any regulations of the Board of Governors of the Federal Reserve


<PAGE>   11
                                       10


System or other Governmental Authority having jurisdiction with respect
thereto), dealing with reserve requirements prescribed for Eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of such
Board) maintained by a member bank of such System.

                  "Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
on the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business
Days prior to the beginning of such Interest Period. In the event that such rate
does not appear on Page 3750 of the Telerate screen (or otherwise on such
screen), the "Eurodollar Base Rate" shall be determined by reference to such
other comparable publicly available service for displaying eurodollar rates as
may be selected by the Agent or, in the absence of such availability, by
reference to the rate at which the Agent is offered Dollar deposits at or about
11:00 A.M., New York City time, two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where its eurodollar and
foreign currency and exchange operations are then being conducted for delivery
on the first day of such Interest Period for the number of days comprised
therein.

                  "Eurodollar Lending Office": the office of each Bank
designated as such in Schedule I.

                  "Eurodollar Loans": Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

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

                            Eurodollar Base Rate
                  ----------------------------------------
                  1.00 - Eurocurrency Reserve Requirements

                  "Eurodollar Tranche": the collective reference to Eurodollar
Loans under a particular Facility, the then current Interest Periods with
respect to all of which begin on the same date and end on the same later date
(whether or not such Loans shall originally have been made on the same day).

                  "Event of Default": any of the events specified in subsection
7.1, provided that any requirement for the giving of notice, the lapse of time,
or both, or any other condition, event or act has been satisfied.

                  "Facility": each of (a) the Term Commitments and the Term
Loans made thereunder (the "Term Facility") and (b) the Revolving Commitments
and the extensions of credit made thereunder (the "Revolving Facility").

                  "Facility Fee": as defined in subsection 2.11(a).


<PAGE>   12
                                       11


                  "Facility Fee Rate": during a Level I Period, Level II Period,
Level III Period or Level IV Period, the rate per annum set forth under the
relevant column heading in Schedule IV. The Facility Fee Rate shall be fixed at
Level II for the period beginning on the Closing Date and ending on the date
that is six months after the Closing Date. Increases or decreases in the
Facility Fee Rate shall become effective on the first day of the Level I Period,
Level II Period, Level III Period or Level IV Period, as the case maybe, to
which such Facility Fee Rate relates.

                  "Financing Lease": any lease of property, real or personal, if
the then present value of the minimum rental commitment thereunder should, in
accordance with GAAP, be capitalized on a balance sheet of the lessee.

                  "Fixed Rate CAF Advance": any CAF Advance made pursuant to a
Fixed Rate CAF Advance Request.

                  "Fixed Rate CAF Advance Request": any CAF Advance Request
requesting the Banks to offer to make CAF Advances at a fixed rate (as opposed
to a rate composed of the LIBO Rate plus (or minus) a margin).

                  "GAAP": (a) with respect to determining compliance by the
Company with the provisions of subsections 6.6, 6.7, 6.10 and 6.12, generally
accepted accounting principles in the United States of America consistent with
those utilized in preparing the audited financial statements referred to in
subsection 4.3 and (b) with respect to the financial statements referred to in
subsection 4.3 or the furnishing of financial statements pursuant to subsection
6.5 and otherwise, generally accepted accounting principles in the United States
of America from time to time in effect.

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

                  "Granting Bank": as defined in subsection 9.6(h).

                  "Guarantee Obligation": any arrangement whereby credit is
extended to one party on the basis of any promise of another, whether that
promise is expressed in terms of an obligation to pay the Indebtedness of
another, or to purchase an obligation owed by that other, to purchase assets or
to provide funds in the form of lease or other types of payments under
circumstances that would enable that other to discharge one or more of its
obligations, whether or not such arrangement is listed in the balance sheet of
the obligor or referred to in a footnote thereto, but shall not include
endorsements of items for collection in the ordinary course of business.

                  "Indebtedness": of a Person, at a particular date, the sum
(without duplication) at such date of (a) all indebtedness of such Person for
borrowed money or for the deferred purchase price of property or services or
which is evidenced by a note, bond, debenture or similar instrument, (b) all
obligations of such Person under Financing Leases, (c) all obligations of such
Person in respect of letters of credit, acceptances, or similar obligations
issued or created for the account of such Person in excess of $1,000,000, (d)
all liabilities secured by any Lien on any property owned by the Company or any
Subsidiary even though such Person has not assumed or


<PAGE>   13
                                       12


otherwise become liable for the payment thereof and (e) all Guarantee
Obligations relating to any of the foregoing in excess of $1,000,000.

                  "Insolvency" or "Insolvent": at any particular time, a
Multiemployer Plan which is insolvent within the meaning of Section 4245 of
ERISA.

                  "Interest Payment Date": (a) as to any Alternate Base Rate
Loan, the last day of each March, June, September and December, commencing on
the first of such days to occur after Alternate Base Rate Loans are made or
Eurodollar Loans are converted to Alternate Base Rate Loans, (b) as to any
Eurodollar Loan in respect of which the Company has selected an Interest Period
of one, two or three months, the last day of such Interest Period and (c) as to
any Eurodollar Loan in respect of which the Company has selected a longer
Interest Period than the periods described in clause (b), each day that is three
months, or a whole multiple thereof, after the first day of such Interest Period
and the last day of such Interest Period.

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

                  (i) initially, the period commencing on the borrowing or
         conversion date, as the case may be, with respect to such Eurodollar
         Loans and ending one, two, three or six months thereafter (or, with the
         consent of all the Banks, nine or twelve months thereafter), as
         selected by the Company in its notice of borrowing or its notice of
         conversion, as the case may be; and

                  (ii) thereafter, each period commencing on the last day of the
         next preceding Interest Period applicable to such Eurodollar Loans and
         ending one, two, three or six months thereafter (or, with the consent
         of all the Banks, nine or twelve months thereafter), as selected by the
         Company by irrevocable notice to the Agent not less than three Business
         Days prior to the last day of the then current Interest Period with
         respect to such Eurodollar Loans;

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

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

                  (2) if the Company shall fail to give notice as provided
         above, the Company shall be deemed to have selected an Alternate Base
         Rate Loan to replace the affected Eurodollar Loan;

                  (3) any Interest Period pertaining to a Eurodollar Loan that
         begins on the last Business Day of a calendar month (or on a day for
         which there is no numerically corresponding day in the calendar month
         at the end of such Interest Period) shall end on the last Business Day
         of a calendar month;


<PAGE>   14
                                       13


                  (4) any Interest Period pertaining to a Eurodollar Loan that
         would otherwise end after the Revolving Termination Date or the Term
         Maturity Date shall end on the Revolving Termination Date or Term
         Maturity Date, as the case may be; and

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

                  "Issuing Bank": Chase, in its capacity as the issuer of any
Letter of Credit.

                  "L/C Commitment": $1,250,000,000.

                  "L/C Fee Commitment Date": the last day of each March, June,
September and December and the last day of the Revolving Commitment Period.

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

                  "L/C Participants": the collective reference to all the
Revolving Banks other than the Issuing Bank.

                  "Letters of Credit": as defined in subsection 3.1(a).

                  "Level I Period": any period during which the publicly
announced ratings by S&P and Moody's of the then current senior unsecured,
non-credit enhanced, long-term Indebtedness of the Company that has been
publicly issued are BBB- or better or Baa3 or better, respectively.

                  "Level II Period": any period during which the publicly
announced ratings by S&P and Moody's of the then current senior unsecured,
non-credit enhanced, long-term Indebtedness of the Company that has been
publicly issued are BB+ or Ba1, respectively.

                  "Level III Period": any period which the publicly announced
ratings by S&P and Moody's of the then current senior unsecured, non-credit
enhanced, long-term Indebtedness of the Company that has been publicly issued
are BB or Ba2, respectively.

                  "Level IV Period": any period which the publicly announced
ratings by S&P or Moody's of the then current senior unsecured, non-credit
enhanced, long-term Indebtedness of the Company that has been publicly issued
are equal to or below BB- or unrated or equal to or below Ba3 or unrated, as the
case may be.

provided, that if on any day the ratings by S&P and Moody's do not coincide for
any rating category and the Level differential is (x) one level, then the higher
rating will be the applicable Level; (y) two levels, the Level at the midpoint
will be the applicable Level; and (z) more than two levels, the lower of the
intermediate Levels will be the applicable Level.


<PAGE>   15
                                       14


                  "LIBO Rate": in respect of any LIBO Rate CAF Advance, the
Eurodollar Base Rate for an interest period commencing on the date of such CAF
Advance and ending on the CAF Advance Maturity Date with respect thereto.

                  "LIBO Rate CAF Advance": any CAF Advance made pursuant to a
LIBO Rate CAF Advance Request.

                  "LIBO Rate CAF Advance Request": any CAF Advance Request
requesting the Banks to offer to make CAF Advances at an interest rate equal to
the LIBO Rate plus (or minus) a margin.

                  "Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement, any financing lease having substantially the same
economic effect as any of the foregoing).

                  "Loan Documents": this Agreement and the Notes.

                  "Loans": the loans made by the Banks to the Company pursuant
to this Agreement.

                  "Majority Facility Banks": with respect to any Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Term
Loans or the Total Revolving Extensions of Credit, as the case may be,
outstanding under such Facility (or, in the case of the Revolving Facility,
prior to any termination of the Revolving Commitments, the holders of more than
50% of the Total Revolving Commitments).

                  "Moody's": Moody's Investors Service, Inc., or any successor
thereto.

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

                  "Non-Excluded Taxes": as defined in subsection 2.21(a).

                  "Non-U.S. Banks": as defined in subsection 2.21(d).

                  "Notes": the collective reference to any promissory note
evidencing Loans.

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

                  "Participants": as defined in subsection 9.6(b).

                  "PBGC": the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.


<PAGE>   16
                                       15


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

                  "Plan": at a particular time, any employee benefit plan which
is covered by ERISA and in respect of which the Company or a Control Group
Person is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "Principal Property": means each acute care hospital providing
general medical and surgical services (including real property but excluding
equipment, personal property and hospitals which primarily provide specialty
medical services, such as psychiatric and obstetrical and gynecological
services) at least 50% of which is owned by the Company and its Subsidiaries on
a consolidated basis and located in the United States of America.

                  "Purchasing Banks": as defined in subsection 9.6(c).

                  "Register": as defined in subsection 9.6(d).

                  "Regulation U": Regulation U of the Board of Governors of the
Federal Reserve System.

                  "Regulation X": Regulation X of the Board of Governors of the
Federal Reserve System.

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

                  "Reportable Event": any of the events set forth in Section
4043(b) of ERISA for which reporting is required under such Section, other than
those events as to which the thirty day notice period is waived under
subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. ss. 2615.

                  "Required Banks": at any time, the holders of more than 50% of
(a) until the Closing Date, the Commitments then in effect and (b) thereafter,
the sum of (i) the aggregate unpaid principal amount of the Term Loans then
outstanding and (ii) the Total Revolving Commitments then in effect or, if the
Revolving Commitments have been terminated, the Total Revolving Extensions of
Credit then outstanding; provided, that for the purposes of declaring the Loans
to be due and payable pursuant to Section 7, and for all purposes after the
Loans become due and payable pursuant to Section 7 or the Revolving Commitments
shall have been expired or terminated, the outstanding CAF Advances of each Bank
shall be included in its Revolving Extensions of Credit in determining the
Required Banks.

                  "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.


<PAGE>   17
                                       16


                  "Responsible Officer": the chief executive officer, the
president, any executive or senior vice president or vice president of the
Company, the chief financial officer, treasurer or controller of the Company.

                  "Revolving Bank": each Bank that has a Revolving Commitment or
that holds Revolving Loans.

                  "Revolving Commitment": as to any Bank, the obligation of such
Bank, if any, to make Revolving Loans and participate in Letters of Credit in an
aggregate principal and/or face amount not to exceed the amount set forth under
the heading "Revolving Commitment" opposite such Bank's name on Schedule I or in
the Commitment Transfer Supplement pursuant to which such Bank became a party
hereto, as the same may be changed from time to time pursuant to the terms
hereof. The original amount of the Total Revolving Commitments is
$1,750,000,000.

                  "Revolving Commitment Period": the period from and including
the Closing Date to the Revolving Termination Date.

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

                  "Revolving Loans": as defined in subsection 2.4(a).

                  "Revolving Percentage": as to any Revolving Bank at any time,
the percentage which such Bank's Revolving Commitment then constitutes of the
Total Revolving Commitments or, at any time after the Revolving Commitments
shall have expired or terminated, the percentage which the aggregate principal
amount of such Bank's Revolving Loans then outstanding constitutes of the
aggregate principal amount of the Revolving Loans then outstanding, provided,
that, in the event that the Revolving Loans are paid in full prior to the
reduction to zero of the Total Revolving Extensions of Credit, the Revolving
Percentages shall be determined in a manner designed to ensure that the other
outstanding Revolving Extensions of Credit shall be held by the Revolving Banks
on a comparable basis.

                  "Revolving Termination Date": April 30, 2006.

                  "S&P": Standard & Poor's Ratings Service, or any successor
thereto.

                  "Sale-and-Leaseback Transaction": any arrangement entered into
by the Company or any Significant Subsidiary with any person (other than the
Company or a Significant Subsidiary), or to which any such person is a party,
providing for the leasing to the Company or any Significant Subsidiary for a
period of more than three years of any Principal Property which has been or is
to be held or transferred by the Company or such Significant Subsidiary to such
Person or to any other Person (other than the Company or a Significant
Subsidiary), to which funds have been or are to be advanced by such Person on
the security of the leased property.


<PAGE>   18
                                       17


                  "Significant Subsidiary": at any particular time, any
Subsidiary of the Company having total assets of $25,000,000 or more at that
time.

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

                  "SPC": as defined in subsection 9.6(h).

                  "Subsidiary": as to any Person, a corporation, partnership or
other entity (i) of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned directly or indirectly through one or more
intermediaries, by such Person or (ii) which otherwise is consolidated with the
Company for financial statement purposes as determined in accordance with GAAP.
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Company.

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

                  "Temporary Equity": any amount included on the consolidated
balance sheet of the Company and its Subsidiaries at such date as it pertains to
(i) the repurchase of the Company's common stock using derivative financial
instruments indexed to, and potentially settled in, the Company's own stock and
(ii) amounts attributed to the consolidation of special purpose vehicle(s) that
are created for the sole purpose of engaging in transactions to effect the
Company's repurchase of its own stock.

                  "Term Bank": each Bank that has a Term Commitment or that
holds a Term Loan.

                  "Term Commitment": as to any Bank, the obligation of such
Bank, if any, to make a Term Loan to the Company in a principal amount not to
exceed the amount set forth under the heading "Term Commitment" opposite such
Bank's name on Schedule I. The original aggregate amount of the Term Commitments
is $750,000,000.

                  "Term Loan": as defined in subsection 2.1.

                  "Term Maturity Date": April 30, 2006.

                  "Term Percentage": as to any Term Bank at any time, the
percentage which such Bank's Term Commitment then constitutes of the aggregate
Term Commitments (or, at any time after the Closing Date, the percentage which
the aggregate principal amount of such Bank's Term Loans then outstanding
constitutes of the aggregate principal amount of the Term Loans then
outstanding).

                  "Total Revolving Commitments": at any time, the aggregate
amount of the Revolving Commitments then in effect.



<PAGE>   19
                                       18


                  "Total Revolving Extensions of Credit": at any time, the
aggregate amount of the Revolving Extensions of Credit of the Revolving Banks
outstanding at such time.

                  "Transfer Effective Date": as defined in each Commitment
Transfer Supplement.

                  "Transferee": as defined in subsection 9.6(f).

                  "Type": as to any Loan, its nature as an Alternate Base Rate
Loan or a Eurodollar Loan.

                  "United States": the United States of America.

                  "Voting Stock": of any corporation, shares of capital stock or
other securities of such corporation entitled to vote generally in the election
of directors of such corporation.

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

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

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

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

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1 Term Commitments. Subject to the terms and conditions
hereof, (a) each Term Bank severally agrees to make a term loan (a "Term Loan")
to the Company on the Closing Date in an amount not to exceed the amount of the
Term Commitment of such Bank. The Term Loans may from time to time be Eurodollar
Loans and/or Alternate Base Rate Loans, as determined by the Company and
notified to the Agent in accordance with subsections 2.2 and 2.14.

                  2.2 Procedure for Term Loan Borrowing. The Company shall give
the Agent irrevocable notice (which notice must be received by the Agent (i)
prior to 12:00 Noon, New York City time, three Business Days prior to the
Closing Date, in the case of Eurodollar Loans and (ii) prior to 12:00 Noon, New
York City time, one Business Day prior to the anticipated


<PAGE>   20
                                       19


Closing Date, in the case of Alternate Base Rate Loans) requesting that the Term
Banks make the Term Loans on the Closing Date and specifying the amount and
Type(s) to be borrowed. Upon receipt of such notice the Agent shall promptly
notify each Term Bank thereof. Not later than 12:00 Noon, New York City time, on
the Closing Date each Term Bank shall make available to the Agent at the Funding
Office an amount in immediately available funds equal to the Term Loan to be
made by such Bank. The Agent shall credit the account of the Company on the
books of such office of the Agent with the aggregate of the amounts made
available to the Agent by the Term Banks in immediately available funds.

                  2.3 Repayment of Term Loans. The Term Loan of each Term Bank
shall mature and be payable by the Company in 16 consecutive quarterly
installments commencing July 31, 2002, each of which shall be in an amount equal
to such Term Bank's Term Percentage multiplied by the amount set forth below
opposite such installment:

<TABLE>
<CAPTION>
                  Installment Date                          Principal Amount
                  ----------------                          ----------------
<S>                                                         <C>
                  July 31, 2002                             $18,750,000
                  October 31, 2002                          $18,750,000
                  January 31, 2003                          $18,750,000
                  April 30, 2003                            $18,750,000
                  July 31, 2003                             $37,500,000
                  October 31, 2003                          $37,500,000
                  January 31, 2004                          $37,500,000
                  April 30, 2004                            $37,500,000
                  July 31, 2004                             $56,250,000
                  October 31, 2004                          $56,250,000
                  January 31, 2005                          $56,250,000
                  April 30, 2005                            $56,250,000
                  July 31, 2005                             $75,000,000
                  October 31, 2005                          $75,000,000
                  January 31, 2006                          $75,000,000
                  Term Maturity Date                        $75,000,000
</TABLE>

                  2.4 Revolving Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Bank severally agrees to make revolving credit
loans ("Revolving Loans") to the Company from time to time during the Revolving
Commitment Period in an aggregate principal amount at any one time outstanding
which, when added to such Bank's Revolving Percentage of the sum of the L/C
Obligations then outstanding, does not exceed the amount of such Bank's
Revolving Commitment. The Company shall not request, and the Banks shall not
make, any Revolving Loan if, after giving effect to the making of such Revolving
Loan, the aggregate amount of the Available Revolving Commitments would be less
than zero. During the Revolving Commitment Period the Company may use the
Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in
part, and reborrowing, all in


<PAGE>   21
                                       20


accordance with the terms and conditions hereof. The Revolving Loans may from
time to time be Eurodollar Loans and/or Alternate Base Rate Loans, as determined
by the Company and notified to the Agent in accordance with subsections 2.5 and
2.14.

                  (b) The Company shall repay all outstanding Revolving Loans on
the Revolving Termination Date.

                  2.5 Procedure for Revolving Loan Borrowing. The Company may
borrow under the Revolving Commitments during the Revolving Commitment Period on
any Business Day, provided that the Company shall give the Agent irrevocable
notice (which notice must be received by the Agent (a) prior to 12:00 Noon, New
York City time, three Business Days prior to the requested Borrowing Date, in
the case of Eurodollar Loans, or (b) prior to 10:00 A.M., New York City time, on
the requested Borrowing Date, in the case of Alternate Base Rate Loans),
specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the
requested Borrowing Date and (iii) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Periods therefor. Each borrowing under the Revolving
Commitments shall be in an amount equal to (x) in the case of Alternate Base
Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate
Available Revolving Commitments are less than $1,000,000, such lesser amount)
and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of
$1,000,000 in excess thereof. Upon receipt of any such notice from the Company,
the Agent shall promptly notify each Revolving Bank thereof. Each Revolving Bank
will make the amount of its pro rata share of each borrowing available to the
Agent for the account of the Company at the Funding Office prior to 12:00 Noon,
New York City time, on the Borrowing Date requested by the Company in funds
immediately available to the Agent. Such borrowing will then be made available
to the Company by the Agent crediting the account of the Company on the books of
such office with the aggregate of the amounts made available to the Agent by the
Revolving Banks and in like funds as received by the Agent.

                  2.6 CAF Advances. Subject to the terms and conditions of this
Agreement, the Company may borrow CAF Advances from time to time on any Business
Day during the CAF Advance Availability Period. The Company shall not request,
and the Banks shall not make, any CAF Advance if, after giving effect to the
making of such CAF Advance, the aggregate amount of the Available Revolving
Commitments would be less than zero. Within the limits and on the conditions
hereinafter set forth with respect to CAF Advances, the Company from time to
time may borrow, repay and reborrow CAF Advances.

                  2.7 Procedure for CAF Advance Borrowing. (a) The Company shall
request CAF Advances by delivering a CAF Advance Request to the CAF Advance
Agent, not later than 12:00 Noon, New York City time, four Business Days prior
to the proposed Borrowing Date (in the case of a LIBO Rate CAF Advance Request),
and not later than 10:00 A.M., New York City time, one Business Day prior to the
proposed Borrowing Date (in the case of a Fixed Rate CAF Advance Request). Each
CAF Advance Request in respect of any Borrowing Date may solicit bids for CAF
Advances on such Borrowing Date in an aggregate principal amount of $10,000,000
or an integral multiple of $1,000,000 in excess thereof and having not more than
three alternative CAF Advance Maturity Dates. The CAF Advance Maturity Date for
each CAF Advance shall be the date set forth therefor in the relevant CAF
Advance Request, which date


<PAGE>   22
                                       21


shall be (i) not less than 7 days nor more than 360 days after the Borrowing
Date therefor, in the case of a Fixed Rate CAF Advance, (ii) one, two, three or
six months after the Borrowing Date therefor, in the case of a LIBO CAF Advance
and (iii) not later than the Revolving Termination Date, in the case of any CAF
Advance. The CAF Advance Agent shall notify each Bank promptly by facsimile
transmission of the contents of each CAF Advance Request received by the CAF
Advance Agent.

                  (b) In the case of a LIBO Rate CAF Advance Request, upon
receipt of notice from the CAF Advance Agent of the contents of such CAF Advance
Request, each Bank may elect, in its sole discretion, to offer irrevocably to
make one or more CAF Advances at the applicable LIBO Rate plus (or minus) a
margin determined by such Bank in its sole discretion for each such CAF Advance.
Any such irrevocable offer shall be made by delivering a CAF Advance Offer to
the CAF Advance Agent, before 10:30 A.M., New York City time, on the day that is
three Business Days before the proposed Borrowing Date, setting forth:

                  (i) the maximum amount of CAF Advances for each CAF Advance
         Maturity Date and the aggregate maximum amount of CAF Advances for all
         CAF Advance Maturity Dates which such Bank would be willing to make
         (which amounts may, subject to subsection 2.6, exceed such Bank's
         Revolving Commitments); and

                  (ii) the margin above or below the applicable LIBO Rate at
         which such Bank is willing to make each such CAF Advance.

The CAF Advance Agent shall advise the Company before 11:00 A.M., New York City
time, on the date which is three Business Days before the proposed Borrowing
Date of the contents of each such CAF Advance Offer received by it. If the CAF
Advance Agent, in its capacity as a Bank, shall elect, in its sole discretion,
to make any such CAF Advance Offer, it shall advise the Company of the contents
of its CAF Advance Offer before 10:15 A.M., New York City time, on the date
which is three Business Days before the proposed Borrowing Date.

                  (c) In the case of a Fixed Rate CAF Advance Request, upon
receipt of notice from the CAF Advance Agent of the contents of such CAF Advance
Request, each Bank may elect, in its sole discretion, to offer irrevocably to
make one or more CAF Advances at a rate of interest determined by such Bank in
its sole discretion for each such CAF Advance. Any such irrevocable offer shall
be made by delivering a CAF Advance Offer to the CAF Advance Agent before 9:30
A.M., New York City time, on the proposed Borrowing Date, setting forth:

                  (i) the maximum amount of CAF Advances for each CAF Advance
         Maturity Date, and the aggregate maximum amount for all CAF Advance
         Maturity Dates, which such Bank would be willing to make (which amounts
         may, subject to subsection 2.6, exceed such Bank's Revolving
         Commitment); and

                  (ii) the rate of interest at which such Bank is willing to
         make each such CAF Advance.

The CAF Advance Agent shall advise the Company before 10:00 A.M., New York City
time, on the proposed Borrowing Date of the contents of each such CAF Advance
Offer received by it. If the CAF Advance Agent, in its capacity as a Bank, shall
elect, in its sole discretion, to make any


<PAGE>   23
                                       22


such CAF Advance Offer, it shall advise the Company of the contents of its CAF
Advance Offer before 9:15 A.M., New York City time, on the proposed Borrowing
Date.

                  (d) Before 11:30 A.M., New York City time, three Business Days
before the proposed Borrowing Date (in the case of CAF Advances requested by a
LIBO Rate CAF Advance Request) and before 10:30 A.M., New York City time, on the
proposed Borrowing Date (in the case of CAF Advances requested by a Fixed Rate
CAF Advance Request), the Company, in its absolute discretion, shall:

                  (i) cancel such CAF Advance Request by giving the CAF Advance
         Agent telephone notice to that effect, or

                  (ii) by giving telephone notice to the CAF Advance Agent
         (immediately confirmed by delivery to the CAF Advance Agent of a CAF
         Advance Confirmation by facsimile transmission) (A) subject to the
         provisions of subsection 2.7(e), accept one or more of the offers made
         by any Bank or Banks pursuant to subsection 2.7(b) or subsection
         2.7(c), as the case may be, and (B) reject any remaining offers made by
         Banks pursuant to subsection 2.7(b) or subsection 2.7(c), as the case
         may be.

                  (e) The Company's acceptance of CAF Advances in response to
any CAF Advance Offers shall be subject to the following limitations:

                  (i) the amount of CAF Advances accepted for each CAF Advance
         Maturity Date specified by any Bank in its CAF Advance Offer shall not
         exceed the maximum amount for such CAF Advance Maturity Date specified
         in such CAF Advance Offer;

                  (ii) the aggregate amount of CAF Advances accepted for all CAF
         Advance Maturity Dates specified by any Bank in its CAF Advance Offer
         shall not exceed the aggregate maximum amount specified in such CAF
         Advance Offer for all such CAF Advance Maturity Dates;

                  (iii) the Company may not accept offers for CAF Advances for
         any CAF Advance Maturity Date in an aggregate principal amount in
         excess of the maximum principal amount requested in the related CAF
         Advance Request; and

                  (iv) if the Company accepts any of such offers, it must accept
         offers based solely upon pricing for each relevant CAF Advance Maturity
         Date and upon no other criteria whatsoever, and if two or more Banks
         submit offers for any CAF Advance Maturity Date at identical pricing
         and the Company accepts any of such offers but does not wish to (or, by
         reason of the limitations set forth in subsection 2.6, cannot) borrow
         the total amount offered by such Banks with such identical pricing, the
         Company shall accept offers from all of such Banks in amounts allocated
         among them pro rata according to the amounts offered by such Banks
         (with appropriate rounding, in the sole discretion of the Company, to
         assure that each accepted CAF Advance is an integral multiple of
         $1,000,000); provided that if the number of Banks that submit offers
         for any CAF Advance Maturity Date at identical pricing is such that,
         after the Company accepts such offers pro rata in accordance with the
         foregoing provisions of this paragraph, the CAF Advance to be made by
         any such Bank would be less than $5,000,000 principal amount,


<PAGE>   24
                                       23


         the number of such Banks shall be reduced by the CAF Advance Agent by
         lot until the CAF Advances to be made by each such remaining Bank would
         be in a principal amount of $5,000,000 or an integral multiple of
         $1,000,000 in excess thereof.

                  (f) If the Company notifies the CAF Advance Agent that a CAF
Advance Request is cancelled pursuant to subsection 2.7(d)(i), the CAF Advance
Agent shall give prompt telephone notice thereof to the Banks.

                  (g) If the Company accepts pursuant to subsection 2.7(d)(ii)
one or more of the offers made by any Bank or Banks, the CAF Advance Agent
promptly shall notify each Bank which has made such an offer of (i) the
aggregate amount of such CAF Advances to be made on such Borrowing Date for each
CAF Advance Maturity Date and (ii) the acceptance or rejection of any offers to
make such CAF Advances made by such Bank. Before 12:00 Noon, New York City time,
on the Borrowing Date specified in the applicable CAF Advance Request, each Bank
whose CAF Advance Offer has been accepted shall make available to the Agent at
the Funding Office the amount of CAF Advances to be made by such Bank, in
immediately available funds. The Agent will make such funds available to the
Company as soon as practicable on such date at such office of the Agent. As soon
as practicable after each Borrowing Date, the CAF Advance Agent shall notify
each Bank of the aggregate amount of CAF Advances advanced on such Borrowing
Date and the respective CAF Advance Maturity Dates thereof.

                  2.8 CAF Advance Payments. (a) The Company shall pay to the
Administrative Agent, for the account of each Bank which has made a CAF Advance,
on the applicable CAF Advance Maturity Date the then unpaid principal amount of
such CAF Advance. The Company shall not have the right to prepay any principal
amount of any CAF Advance without the consent of the Bank to which such CAF
Advance is owed.

                  (b) The Company shall pay interest on the unpaid principal
amount of each CAF Advance from the Borrowing Date to the applicable CAF Advance
Maturity Date at the rate of interest specified in the CAF Advance Offer
accepted by the Company in connection with such CAF Advance (calculated on the
basis of a 360-day year for actual days elapsed), payable on each applicable CAF
Advance Interest Payment Date.

                  (c) If any principal of, or interest on, any CAF Advance shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such CAF Advance shall, without limiting any rights of any Bank
under this Agreement, bear interest from the date on which such payment was due
at a rate per annum which is 2% above the rate which would otherwise be
applicable to such CAF Advance until the stated CAF Advance Maturity Date of
such CAF Advance, and for each day thereafter at a rate per annum which is 2%
above the Alternate Base Rate, in each case until paid in full (as well after as
before judgment). Interest accruing pursuant to this paragraph (c) shall be
payable from time to time on demand.

                  2.9 Evidence of Debt. (a) The Company unconditionally promises
to pay to the Agent, for the account of each Bank that makes a CAF Advance, on
the CAF Advance Maturity Date with respect thereto, the principal amount of such
CAF Advance. The Company further unconditionally promises to pay interest on
each such CAF Advance for the period from and including the Borrowing Date of
such CAF Advance on the unpaid principal amount thereof


<PAGE>   25
                                       24


from time to time outstanding at the applicable rate per annum determined as
provided in, and payable as specified in, subsection 2.8(b). Each Bank shall
maintain in accordance with its usual practice appropriate records evidencing
indebtedness of the Company to such Bank resulting from each CAF Advance of such
Bank from time to time, including the amounts of principal and interest payable
and paid to such Bank from time to time in respect of such CAF Advance. The
Agent shall maintain the Register pursuant to subsection 9.6(d), and a record
therein for each Bank, in which shall be recorded (i) the amount of each CAF
Advance made by such Bank, the CAF Advance Maturity Date thereof, the interest
rate applicable thereto and each CAF Advance Interest Payment Date applicable
thereto, and (ii) the amount of any sum received by the Agent hereunder from the
Company on account of such CAF Advance. The entries made in the Register and the
records of each Bank maintained pursuant to this subsection 2.9 shall, to the
extent permitted by applicable law, be prima facie evidence of the existence and
amounts of the obligations of the Company therein recorded; provided, however,
that the failure of any Bank or the Agent to maintain the Register or any such
record, or any error therein, shall not in any manner affect the obligation of
the Company to repay (with applicable interest) the CAF Advances made by such
Bank in accordance with the terms of this Agreement.

                  (b) At the request of any Bank at any time, the Company agrees
that it will execute and deliver to such Bank a Note evidencing the Revolving
Loans, the Term Loans or the CAF Advances of such Bank.

                  2.10 Certain Restrictions. A CAF Advance Request may request
offers for CAF Advances to be made on not more than one Borrowing Date and to
mature on not more than three CAF Advance Maturity Dates. No CAF Advance Request
may be submitted earlier than five Business Days after submission of any other
CAF Advance Request.

                  2.11 Facility Fees, etc. (a) The Company agrees to pay to the
Agent for the account of each Revolving Bank a facility fee ("Facility Fees";
each a "Facility Fee") for the period from and including the Closing Date to the
earlier of the last day of the Revolving Commitment Period and the date upon
which this Agreement is otherwise terminated, computed at the Facility Fee Rate
on the average daily amount of the Revolving Commitment of such Bank during the
period for which payment is made, payable quarterly in arrears on the last day
of each March, June, September and December and on the earlier of the Revolving
Termination Date and the date upon which this Agreement is otherwise terminated,
commencing on the first of such dates to occur after the date hereof.

                  (b) The Company agrees to pay to the Agent the fees in the
amounts and on the dates set forth in the fee letter dated March 14, 2001
between the Company and the Agent.

                  2.12 Termination or Reduction of Revolving Commitments. The
Company shall have the right, upon not less than three Business Days' notice to
the Agent, to terminate the Revolving Commitments or, from time to time, to
reduce the amount of the Revolving Commitments; provided that no such
termination or reduction of Revolving Commitments shall be permitted if, after
giving effect thereto and to any prepayments of the Revolving Loans made on the
effective date thereof, the Total Revolving Extensions of Credit and the
aggregate amount of CAF Advances outstanding would exceed the Total Revolving
Commitments. Any such


<PAGE>   26
                                       25


reduction shall be in an amount equal to $10,000,000, or a whole multiple of
$1,000,000 in excess thereof, and shall reduce permanently the Revolving
Commitments then in effect.

                  2.13 Optional Prepayments. The Company may at any time and
from time to time prepay the Loans, in whole or in part, without premium or
penalty, upon irrevocable notice delivered to the Agent at least three Business
Days prior thereto in the case of Eurodollar Loans and at least one Business Day
prior thereto in the case of Alternate Base Rate Loans, which notice shall
specify the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans or Alternate Base Rate Loans or a combination thereof;
provided, that if a Eurodollar Loan is prepaid on any day other than the last
day of the Interest Period applicable thereto, the Company shall also pay any
amounts owing pursuant to subsection 2.22. Upon receipt of any such notice the
Agent shall promptly notify each relevant Bank thereof. If any such notice is
given, the amount specified in such notice shall be due and payable on the date
specified therein, together with (except in the case of Revolving Loans that are
Alternate Base Rate Loans) accrued interest to such date on the amount prepaid.
Partial prepayments of Term Loans and/or Revolving Loans shall be in an
aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof.

                  2.14 Conversion and Continuation Options. (a) The Company may
elect from time to time to convert all or any part of outstanding Eurodollar
Loans to Alternate Base Rate Loans by giving the Agent at least two Business
Days' prior irrevocable notice of such election, provided that any such
conversion of Eurodollar Loans may only be made on the last day of an Interest
Period with respect thereto. The Company may elect from time to time to convert
all or any part of outstanding Alternate Base Rate Loans to Eurodollar Loans by
giving the Agent at least three Business Days' prior irrevocable notice of such
election (which notice shall specify the length of the initial Interest Period
therefor), provided that no Alternate Base Rate Loan under a particular Facility
may be converted into a Eurodollar Loan when any Event of Default has occurred
and is continuing and the Agent or the Majority Facility Banks in respect of
such Facility have determined in its or their sole discretion not to permit such
conversions. Upon receipt of any such notice the Agent shall promptly notify
each relevant Bank thereof.

                  (b) All or any portion of any Eurodollar Loan may be continued
as such upon the expiration of the then current Interest Period with respect
thereto by the Company giving irrevocable notice to the Agent, in accordance
with the applicable provisions of the term "Interest Period" set forth in
subsection 1.1, of the length of the next Interest Period to be applicable to
such Loans, provided that no Eurodollar Loan under a particular Facility may be
continued as such when any Event of Default has occurred and is continuing and
the Agent has or the Majority Facility Banks in respect of such Facility have
determined in its or their sole discretion not to permit such continuations, and
provided, further, that if the Company shall fail to give any required notice as
described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such Loans shall be automatically converted to
Alternate Base Rate Loans on the last day of such then expiring Interest Period.
Upon receipt of any such notice the Agent shall promptly notify each relevant
Bank thereof.

                  2.15 Limitations on Eurodollar Tranches. Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and
continuations of Eurodollar Loans under each Facility and all selections of
Interest Periods shall be in such amounts and be made

<PAGE>   27
                                       26


pursuant to such elections so that, (a) after giving effect thereto, the
aggregate principal amount of the Eurodollar Loans comprising each Eurodollar
Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in
excess thereof and (b) no more than 15 Eurodollar Tranches shall be outstanding
at any one time.

                  2.16 Interest Rates and Payment Dates. (a) Each Eurodollar
Loan under each Facility (other than a LIBO Rate CAF Advance) shall bear
interest for each day during each Interest Period with respect thereto at a rate
per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin for such Facility.

                  (b) Each Alternate Base Rate Loan under each Facility shall
bear interest at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin for such Facility.

                  (c) (i) If all or a portion of the principal amount of any
Loan or Reimbursement Obligation shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to (x) in the case of the Loans (other than
CAF Advances), the rate that would otherwise be applicable thereto pursuant to
the foregoing provisions of this subsection plus 2% or (y) in the case of
Reimbursement Obligations, the rate applicable to Alternate Base Rate Loans
under the Revolving Facility plus 2%, and (ii) if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any Facility Fee or
other amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to the rate then applicable to Alternate Base Rate
Loans under the relevant Facility plus 2%, in each case, with respect to clauses
(i) and (ii) above, from the date of such non-payment until such amount is paid
in full (as well after as before judgment).

                  (d) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
subsection shall be payable from time to time on demand.

                  2.17 Computation of Interest and Fees. (a) Interest and fees
payable pursuant hereto shall be calculated on the basis of a 360-day year for
the actual days elapsed, except that, with respect to Alternate Base Rate Loans
the rate of interest on which is calculated on the basis of the Prime Rate, the
interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. The Agent shall as soon as
practicable notify the Company and the relevant Banks of each determination of a
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the Alternate Base Rate or the Eurocurrency Reserve Requirements shall
become effective as of the opening of business on the day on which such change
becomes effective. The Agent shall as soon as practicable notify the Company and
the relevant Banks of the effective date and the amount of each such change in
interest rate.

                  (b) Each determination of an interest rate by the Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Company and the Banks in the absence of manifest error. The Agent shall, at
the request of the Company, deliver to the Company a


<PAGE>   28
                                       27


statement showing the quotations used by the Agent in determining any interest
rate pursuant to subsection 2.16(a).

                  2.18 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the Agent shall have determined (which determination shall
         be conclusive and binding upon the Company) that, by reason of
         circumstances affecting the relevant market, adequate and reasonable
         means do not exist for ascertaining the Eurodollar Rate for such
         Interest Period, or

                  (b) the Agent shall have received notice from the Majority
         Facility Banks in respect of the relevant Facility that the Eurodollar
         Rate determined or to be determined for such Interest Period will not
         adequately and fairly reflect the cost to such Banks (as conclusively
         certified by such Banks) of making or maintaining their affected Loans
         during such Interest Period,

the Agent shall give telecopy or telephonic notice thereof to the Company and
the relevant Banks as soon as practicable thereafter. If such notice is given
(x) any Eurodollar Loans under the relevant Facility requested to be made on the
first day of such Interest Period shall be made as Alternate Base Rate Loans,
(y) any Loans under the relevant Facility that were to have been converted on
the first day of such Interest Period to Eurodollar Loans shall be continued as
Alternate Base Rate Loans and (z) any outstanding Eurodollar Loans under the
relevant Facility shall be converted, on the last day of the then-current
Interest Period, to Alternate Base Rate Loans. Until such notice has been
withdrawn by the Agent, no further Eurodollar Loans under the relevant Facility
shall be made or continued as such, nor shall the Company have the right to
convert Loans under the relevant Facility to Eurodollar Loans.

                  2.19 Pro Rata Treatment and Payments. (a) Each borrowing by
the Company from the Banks hereunder (other than borrowing of CAF Advances),
each payment by the Company on account of any commitment fee and any reduction
of the Commitments of the Banks shall be made pro rata according to the
respective Term Percentages or Revolving Percentages, as the case may be, of the
relevant Banks.

                  (b) Each payment (including each prepayment) by the Company on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans then
held by the Term Banks. Amounts prepaid on account of the Term Loans may not be
reborrowed.

                  (c) Each payment (including each prepayment) by the Company on
account of principal of and interest on the Revolving Loans shall be made pro
rata according to the respective outstanding principal amounts of the Revolving
Loans then held by the Revolving Banks.

                  (d) All payments (including prepayments) to be made by the
Company hereunder, whether on account of principal, interest, fees or otherwise,
shall be made without setoff or counterclaim and shall be made prior to 1:00
P.M., New York City time, on the due date thereof to the Agent, for the account
of the Banks, at the Agent's office set forth in subsection


<PAGE>   29
                                       28


9.2, in Dollars and in immediately available funds. The Agent shall distribute
such payments to the Banks promptly upon receipt in like funds as received. If
any payment hereunder (other than payments on the Eurodollar Loans) becomes due
and payable on a day other than a Business Day, such payment shall be extended
to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes
due and payable on a day other than a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day. In
the case of any extension of any payment of principal pursuant to the preceding
two sentences, interest thereon shall be payable at the then applicable rate
during such extension.

                  (e) Unless the Agent shall have been notified in writing by
any Bank prior to a borrowing that such Bank will not make the amount that would
constitute its share of such borrowing available to the Agent, the Agent may
assume that such Bank is making such amount available to the Agent, and the
Agent may, in reliance upon such assumption, make available to the Company a
corresponding amount. If such amount is not made available to the Agent by the
required time on the Borrowing Date therefor, such Bank shall pay to the Agent,
on demand, such amount with interest thereon at a rate equal to the daily
average Federal Funds Effective Rate for the period until such Bank makes such
amount immediately available to the Agent. A certificate of the Agent submitted
to any Bank with respect to any amounts owing under this paragraph shall be
conclusive in the absence of manifest error. If such Bank's share of such
borrowing is not made available to the Agent by such Bank within three Business
Days after such Borrowing Date, the Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to Alternate Base
Rate Loans under the relevant Facility, on demand, from the Company.

                  (f) Unless the Agent shall have been notified in writing by
the Company prior to the date of any payment due to be made by the Company
hereunder that the Company will not make such payment to the Agent, the Agent
may assume that the Company is making such payment, and the Agent may, but shall
not be required to, in reliance upon such assumption, make available to the
Banks their respective pro rata shares of a corresponding amount. If such
payment is not made to the Agent by the Company within three Business Days after
such due date, the Agent shall be entitled to recover, on demand, from each Bank
to which any amount which was made available pursuant to the preceding sentence,
such amount with interest thereon at the rate per annum equal to the daily
average Federal Funds Effective Rate. Nothing herein shall be deemed to limit
the rights of the Agent or any Bank against the Company.

                  2.20 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof after
the date hereof or compliance by any Bank with any request or directive (whether
or not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:

                  (i) shall subject any Bank to any tax of any kind whatsoever
         with respect to this Agreement, any Letter of Credit, any Application
         or any Eurodollar Loan made by it, or change the basis of taxation of
         payments to such Bank in respect thereof (except for Non-Excluded Taxes
         covered by subsection 2.21 and changes in the rate of tax on the
         overall net income of such Bank);


<PAGE>   30
                                       29


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

                  (iii) shall impose on such Bank any other condition;

and the result of any of the foregoing is to increase the cost to such Bank, by
an amount that such Bank deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Company shall promptly pay such Bank, upon
its demand, any additional amounts necessary to compensate such Bank for such
increased cost or reduced amount receivable. If any Bank becomes entitled to
claim any additional amounts pursuant to this paragraph, it shall, within 90
days after it becomes aware of such fact, notify the Company (with a copy to the
Agent) of the event by reason of which it has become so entitled.

                  (b) If any Bank shall have determined that the adoption of or
any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof after the date hereof or compliance by
such Bank or any corporation controlling such Bank with any request or directive
regarding capital adequacy (whether or not having the force of law) from any
Governmental Authority made subsequent to the date hereof shall have the effect
of reducing the rate of return on such Bank's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Bank or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Bank's or such corporation's policies with respect to capital adequacy) by
an amount deemed by such Bank to be material, then from time to time, after
submission by such Bank to the Company (with a copy to the Agent) of a written
request therefore (such request shall include details reasonably sufficient to
establish the basis for such additional costs and shall be submitted to the
Company within 30 Business Days after it becomes aware of such fact), the
Company shall pay to such Bank such additional amount or amounts as will
compensate such Bank or such corporation for such reduction; provided that the
Company shall not be required to compensate a Bank pursuant to this paragraph
for any amounts incurred more than 90 days prior to the date that such Bank
notifies the Company of such Bank's intention to claim compensation therefor;
and provided further that, if the circumstances giving rise to such claim have a
retroactive effect, then such 90 day period shall be extended to include the
period of such retroactive effect.

                  (c) A certificate as to any additional amounts payable
pursuant to this subsection submitted by any Bank to the Company (with a copy to
the Agent) shall be conclusive in the absence of manifest error. The obligations
of the Company pursuant to this subsection shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

                  2.21 Taxes. (a) All payments made by the Company under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any


<PAGE>   31
                                       30


present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding net
income taxes, franchise taxes and excise taxes (imposed in lieu of net income
taxes) imposed on the Agent or any Bank as a result of a present or former
connection between the Agent or such Bank and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
the Agent or such Bank having executed, delivered or performed its obligations
or received a payment under, or enforced, this Agreement or any other Loan
Document). If any such non-excluded taxes, levies, imposts, duties, charges,
fees, deductions or withholdings ("Non-Excluded Taxes") or Other Taxes are
required to be withheld from any amounts payable to the Agent or any Bank
hereunder, the amounts so payable to the Agent or such Bank shall be increased
to the extent necessary to yield to the Agent or such Bank (after payment of all
Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement, provided,
however, that the Company shall not be required to increase any such amounts
payable to any Bank with respect to any Non-Excluded Taxes (i) that are
attributable to such Bank's failure to comply with the requirements of paragraph
(d) or (e) of this subsection or (ii) that are United States withholding taxes
imposed on amounts payable to such Bank at the time such Bank becomes a party to
this Agreement, except to the extent that such Bank's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Company with respect to such Non-Excluded Taxes pursuant to this paragraph.

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

                  (c) Whenever any Non-Excluded Taxes or Other Taxes are payable
by the Company, as promptly as possible thereafter the Company shall send to the
Agent for its own account or for the account of the relevant Bank, as the case
may be, a certified copy of an original official receipt received by the Company
showing payment thereof. If the Company fails to pay any Non-Excluded Taxes or
Other Taxes when due to the appropriate taxing authority or fails to remit to
the Agent the required receipts or other required documentary evidence, the
Company shall indemnify the Agent and the Banks for any incremental taxes,
interest or penalties that may become payable by the Agent or any Bank as a
result of any such failure.

                  (d) Each Bank (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Bank") shall deliver to
the Company and the Agent (or, in the case of a Participant, to the Bank from
which the related participation shall have been purchased) two copies of either
U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a
Non-U.S. Bank claiming exemption from U.S. federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a
statement substantially in the form of Exhibit D and a Form W-8BEN, or any
subsequent versions thereof or successors thereto, properly completed and duly
executed by such Non-U.S. Bank claiming complete exemption from, or a reduced
rate of, U.S. federal withholding tax on all payments by the Company under this
Agreement and the other Loan Documents. Such forms shall be delivered by each
Non-U.S. Bank on or before the date it becomes a party to this Agreement (or, in
the case of any Participant, on or before the date such Participant purchases
the related


<PAGE>   32
                                       31


participation). In addition, each Non-U.S. Bank shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Non-U.S. Bank. Each Non-U.S. Bank shall promptly notify the Company at any
time it determines that it is no longer in a position to provide any previously
delivered certificate to the Company (or any other form of certification adopted
by the U.S. taxing authorities for such purpose). Notwithstanding any other
provision of this paragraph, a Non-U.S. Bank shall not be required to deliver
any form pursuant to this paragraph that such Non-U.S. Bank is not legally able
to deliver.

                  (e) A Bank that is entitled to an exemption from or reduction
of non-U.S. withholding tax under the law of the jurisdiction in which the
Company is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Company (with a
copy to the Agent), at the time or times prescribed by applicable law or
reasonably requested by the Company, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such Bank is
legally entitled to complete, execute and deliver such documentation and in such
Bank's judgment such completion, execution or submission would not materially
prejudice the legal position of such Bank.

                  (f) The agreements in this subsection shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

                  2.22 Indemnity. The Company agrees to indemnify each Bank for,
and to hold each Bank harmless from, any loss (excluding the Applicable Margin,
if included therein) or expense that such Bank may sustain or incur as a
consequence of (a) default by the Company in making a borrowing of, conversion
into or continuation of Eurodollar Loans after the Company has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Company in making any prepayment of or conversion from Eurodollar
Loans after the Company has given a notice thereof in accordance with the
provisions of this Agreement or (c) the making of a prepayment of Eurodollar
Loans on a day that is not the last day of an Interest Period with respect
thereto. Such indemnification may include an amount equal to the excess, if any,
of (i) the amount of interest that would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Bank) that
would have accrued to such Bank on such amount by placing such amount on deposit
for a comparable period with leading banks in the interbank eurodollar market. A
certificate as to any amounts payable pursuant to this subsection 2.22, together
with calculations in reasonable detail, submitted to the Company by any Bank
shall be conclusive in the absence of manifest error. This covenant shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

                  2.23 Change of Lending Office. Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of subsection 2.20 or
2.21(a) with respect to such Bank, it will, if requested by the Company, use
reasonable efforts (subject to overall policy


<PAGE>   33
                                       32


considerations of such Bank) to designate another lending office for any Loans
affected by such event with the object of avoiding the consequences of such
event; provided, that such designation is made on terms that, in the sole
judgment of such Bank, cause such Bank and its lending office(s) to suffer no
economic, legal or regulatory disadvantage, and provided, further, that nothing
in this subsection shall affect or postpone any of the obligations of the
Company or the rights of any Bank pursuant to subsection 2.20 or 2.21(a).

                  2.24 Replacement of Banks. The Company shall be permitted to
replace any Bank that (a) requests reimbursement for amounts owing pursuant to
subsection 2.20 or 2.21(a) or (b) defaults in its obligation to make Loans
hereunder, with a replacement financial institution; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) prior to any
such replacement, such Bank shall have taken no action under subsection 2.23 so
as to eliminate the continued need for payment of amounts owing pursuant to
subsection 2.20 or 2.21(a), (iii) the replacement financial institution shall
purchase, at par, all Loans and other amounts owing to such replaced Bank on or
prior to the date of replacement, (iv) the Company shall be liable to such
replaced Bank under subsection 2.22 if any Eurodollar Loan owing to such
replaced Bank shall be purchased other than on the last day of the Interest
Period relating thereto, (v) the replacement financial institution, if not
already a Bank, shall be reasonably satisfactory to the Agent, (vi) the replaced
Bank shall be obligated to make such replacement in accordance with the
provisions of subsection 9.6 (provided that the Company shall be obligated to
pay the registration and processing fee referred to therein), (vii) until such
time as such replacement shall be consummated, the Company shall pay all
additional amounts (if any) required pursuant to subsection 2.20 or 2.21(a), as
the case may be, and (viii) any such replacement shall not be deemed to be a
waiver of any rights that the Company, the Agent or any other Bank shall have
against the replaced Bank.

                          SECTION 3. LETTERS OF CREDIT

                  3.1 L/C Commitment. (a) Subject to the terms and conditions
hereof, the Issuing Bank, in reliance on the agreements of the other Revolving
Banks set forth in subsection 3.4(a), agrees to issue letters of credit
("Letters of Credit") for the account of the Company on any Business Day during
the Revolving Commitment Period in such form as may be approved from time to
time by the Issuing Bank; provided that the Issuing Bank shall have no
obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the
aggregate amount of the Available Revolving Commitments would be less than zero.
Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no
later than the earlier of (x) the first anniversary of its date of issuance and
(y) the date that is five Business Days prior to the Revolving Termination Date,
provided that any Letter of Credit with a one-year term may provide for the
renewal thereof for additional one-year periods (which shall in no event extend
beyond the date referred to in clause (y) above).

                  (b) The Issuing Bank shall not at any time be obligated to
issue any Letter of Credit if such issuance would conflict with, or cause the
Issuing Bank or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.


<PAGE>   34
                                       33


                  3.2 Procedure for Issuance of Letter of Credit. The Company
may from time to time request that the Issuing Bank issue a Letter of Credit by
delivering to the Issuing Bank at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Bank, and
such other certificates, documents and other papers and information as the
Issuing Bank may request. Upon receipt of any Application, the Issuing Bank will
process such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Bank be required to issue any Letter
of Credit earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed to by the Issuing Bank
and the Company. The Issuing Bank shall furnish a copy of such Letter of Credit
to the Company promptly following the issuance thereof. The Issuing Bank shall
promptly furnish to the Agent, which shall in turn promptly furnish to the
Banks, notice of the issuance of each Letter of Credit (including the amount
thereof).

                  3.3 Fees and Other Charges. (a) The Company will pay a fee on
all outstanding Letters of Credit at a per annum rate equal to the Applicable
Margin then in effect with respect to Eurodollar Loans under the Revolving
Facility, shared ratably among the Revolving Banks and payable quarterly in
arrears on each L/C Fee Payment Date after the issuance date. In addition, the
Company shall pay to the Issuing Bank for its own account a fronting fee of
0.125% per annum on the undrawn and unexpired amount of each Letter of Credit,
payable quarterly in arrears on each L/C Fee Payment Date after the Issuance
Date.

                  (b) In addition to the foregoing fees, the Company shall pay
or reimburse the Issuing Bank for such normal and customary costs and expenses
as are incurred or charged by the Issuing Bank in issuing, negotiating,
effecting payment under, amending or otherwise administering any Letter of
Credit.

                  3.4 L/C Participations. (a) The Issuing Bank irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce the
Issuing Bank to issue Letters of Credit, each L/C Participant irrevocably agrees
to accept and purchase and hereby accepts and purchases from the Issuing Bank,
on the terms and conditions set forth below, for such L/C Participant's own
account and risk an undivided interest equal to such L/C Participant's Revolving
Percentage in the Issuing Bank's obligations and rights under and in respect of
each Letter of Credit and the amount of each draft paid by the Issuing Bank
thereunder. Each L/C Participant unconditionally and irrevocably agrees with the
Issuing Bank that, if a draft is paid under any Letter of Credit for which the
Issuing Bank is not reimbursed in full by the Company in accordance with the
terms of this Agreement, such L/C Participant shall pay to the Issuing Bank upon
demand at the Issuing Bank's address for notices specified herein an amount
equal to such L/C Participant's Revolving Percentage of the amount of such
draft, or any part thereof, that is not so reimbursed.

                  (b) If any amount required to be paid by any L/C Participant
to the Issuing Bank pursuant to subsection 3.4(a) in respect of any unreimbursed
portion of any payment made by the Issuing Bank under any Letter of Credit is
paid to the Issuing Bank within three Business Days after the date such payment
is due, such L/C Participant shall pay to the Issuing Bank on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal
Funds


<PAGE>   35
                                       34


Effective Rate during the period from and including the date such payment is
required to the date on which such payment is immediately available to the
Issuing Bank, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. If any
such amount required to be paid by any L/C Participant pursuant to subsection
3.4(a) is not made available to the Issuing Bank by such L/C Participant within
three Business Days after the date such payment is due, the Issuing Bank shall
be entitled to recover from such L/C Participant, on demand, such amount with
interest thereon calculated from such due date at the rate per annum applicable
to Alternate Base Rate Loans under the Revolving Facility. A certificate of the
Issuing Bank submitted to any L/C Participant with respect to any amounts owing
under this Section shall be conclusive in the absence of manifest error.

                  (c) Whenever, at any time after the Issuing Bank has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with subsection 3.4(a), the Issuing
Bank receives any payment related to such Letter of Credit (whether directly
from the Company or otherwise, including proceeds of collateral applied thereto
by the Issuing Bank), or any payment of interest on account thereof, the Issuing
Bank will distribute to such L/C Participant its pro rata share thereof;
provided, however, that in the event that any such payment received by the
Issuing Bank shall be required to be returned by the Issuing Bank, such L/C
Participant shall return to the Issuing Bank the portion thereof previously
distributed by the Issuing Bank to it.

                  3.5 Reimbursement Obligation of the Company. The Company
agrees to reimburse the Issuing Bank on the Business Day next succeeding the
Business Day on which the Issuing Bank notifies the Company of the date and
amount of a draft presented under any Letter of Credit and paid by the Issuing
Bank for the amount of (a) such draft so paid and (b) any taxes, fees, charges
or other costs or expenses incurred by the Issuing Bank in connection with such
payment. Each such payment shall be made to the Issuing Bank at its address for
notices referred to herein in Dollars and in immediately available funds.
Interest shall be payable on any such amounts from the date on which the
relevant draft is paid until payment in full at the rate set forth in (i) until
the Business Day next succeeding the date of the relevant notice, subsection
2.16(b) with respect to Revolving Loans and (ii) thereafter, subsection 2.16(c).

                  3.6 Obligations Absolute. The Company's obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment that the
Company may have or have had against the Issuing Bank, any beneficiary of a
Letter of Credit or any other Person. The Company also agrees with the Issuing
Bank that the Issuing Bank shall not be responsible for, and the Company's
Reimbursement Obligations under subsection 3.5 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Company and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Company against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Bank
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Issuing Bank.


<PAGE>   36
                                       35


The Company agrees that any action taken or omitted by the Issuing Bank under or
in connection with any Letter of Credit or the related drafts or documents, if
done in the absence of gross negligence or willful misconduct and in accordance
with the standards of care specified in the Uniform Commercial Code of the State
of New York, shall be binding on the Company and shall not result in any
liability of the Issuing Bank to the Company.

                  3.7 Letter of Credit Payments. If any draft shall be presented
for payment under any Letter of Credit, the Issuing Bank shall promptly notify
the Company of the date and amount thereof. The responsibility of the Issuing
Bank to the Company in connection with any draft presented for payment under any
Letter of Credit shall, in addition to any payment obligation expressly provided
for in such Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with
such presentment are substantially in conformity with such Letter of Credit.

                  3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

                  The Company represents and warrants to the Banks that:

                  4.1 Corporate Organization and Existence. Each of the Company
and each Subsidiary is a corporation, partnership or other entity duly organized
and validly existing and in good standing under the laws of the jurisdiction in
which it is organized (except, in the case of Subsidiaries, where the failure to
be in good standing would not be material to the Company and its Subsidiaries on
a consolidated basis) and has all necessary power to carry on the business now
conducted by it. The Company has all necessary corporate power and has taken all
corporate action required to make all the provisions of this Agreement and the
Notes and all other agreements and instruments executed in connection herewith
and therewith, the valid and enforceable obligations they purport to be. Each of
the Company and each Subsidiary is duly qualified and in good standing in all
jurisdictions other than that of its organization in which the physical
properties owned, leased or operated by it are located (except, in the case of
Subsidiaries, where the failure to be in good standing would not be material to
the Company and its Subsidiaries on a consolidated basis), and is duly
authorized, qualified and licensed under all laws, regulations, ordinances or
orders of Governmental Authorities, or otherwise, to carry on its business in
the places and in the manner presently conducted (except where such failure
would not be material to the Company and its Subsidiaries on a consolidated
basis).

                  4.2 Subsidiaries. As of the date hereof, the Company has only
the Subsidiaries set forth in Schedule II. The capital stock and securities
owned by the Company and its Subsidiaries in each of the Company's Subsidiaries
are owned free and clear of any mortgage, pledge, lien, encumbrance, charge or
restriction on the transfer thereof other than restrictions on transfer imposed
by applicable securities laws and restrictions, liens and encumbrances
outstanding on the date hereof and listed in said Schedule II.


<PAGE>   37
                                       36


                  4.3 Financial Information. The Company has furnished to the
Agent and made available to each Bank copies of the following (the "SEC
Reports"):

                  (a) the Annual Report of the Company for the fiscal year ended
         December 31, 2000, containing the consolidated balance sheet of the
         Company and its Subsidiaries as at said date and the related
         consolidated statements of operations, stockholders' equity and cash
         flows for the fiscal year then ended, accompanied by the report of
         Ernst & Young LLP;

                  (b) the Annual Report of the Company on Form 10-K for the
         fiscal year ended December 31, 2000; and

                  (c) Current Reports on Form 8-K filed with the Securities and
         Exchange Commission dated January 30, 2001, February 20, 2001 and April
         24, 2001, respectively, and Schedule V attached hereto.

Such financial statements (including any notes thereto) have been prepared in
accordance with GAAP and fairly present the financial condition of the
corporations covered thereby at the dates thereof and the results of their
operations for the periods covered thereby. As of the date hereof and except as
disclosed in the above-referenced reports, neither the Company nor any of its
Subsidiaries has any known contingent liabilities of any significant amount
which are not referred to in said financial statements or in the notes thereto
which could reasonably be expected to have a material adverse effect on the
business or assets or on the condition, financial or otherwise, of the Company
and its Subsidiaries, on a consolidated basis.

                  4.4 Changes in Condition. Since December 31, 2000 there has
been no material adverse change in the business or assets or in the condition,
financial or otherwise, of the Company and its Subsidiaries, on a consolidated
basis.

                  4.5 Assets. The Company and each Subsidiary have good and
marketable title to all material assets carried on their books and reflected in
the most recent balance sheet referred to in subsection 4.3 or furnished
pursuant to subsection 6.5, except for assets held on Financing Leases or
purchased subject to security devices providing for retention of title in the
vendor, and except for assets disposed of as permitted by this Agreement.

                  4.6 Litigation. Except as disclosed in the Company's SEC
Reports, and except as set forth on Schedule V hereto, there is no litigation,
at law or in equity, or any proceeding before any federal, state, provincial or
municipal board or other governmental or administrative agency pending or to the
knowledge of the Company threatened which, after giving effect to any applicable
insurance, could reasonably be expected to have a material adverse effect on the
business or assets or on the condition, financial or otherwise, of the Company
and its Subsidiaries on a consolidated basis or which seeks to enjoin the
consummation of any of the transactions contemplated by this Agreement or any
other Loan Document and involves any material risk that any such injunction will
be issued, and no judgment, decree, or order of any federal, state, provincial
or municipal court, board or other governmental or administrative agency has
been issued against the Company or any Subsidiary which could reasonably be
expected to have a material risk of a material adverse effect on the business or
assets or on the


<PAGE>   38
                                       37


condition, financial or otherwise, of the Company and its Subsidiaries on a
consolidated basis. With respect to the matters disclosed in the Company's SEC
Reports, and the matters set forth on Schedule V hereto, since the date of such
disclosures there has been no development which is material and adverse to the
business or assets or to the condition, financial or otherwise, of the Company
and its Subsidiaries on a consolidated basis.

                  4.7 Tax Returns. The Company and each of its Subsidiaries have
filed all material tax returns which are required to be filed and have paid, or
made adequate provision for the payment of, all material taxes which have or may
become due pursuant to said returns or to assessments received. The Company
knows of no material additional assessments for which adequate reserves have not
been established.

                  4.8 Contracts, etc. Attached hereto as Schedule III is a
statement of outstanding Indebtedness of the Company and its Subsidiaries for
borrowed money as of the date set forth therein and a complete and correct list
of all agreements, contracts, indentures, instruments, documents and amendments
thereto to which the Company or any Subsidiary is a party or by which it is
bound pursuant to which any such Indebtedness of the Company and its
Subsidiaries in excess of $25,000,000 is outstanding on the date hereof. Said
Schedule III also includes a complete and correct list of all such Indebtedness
of the Company and its Subsidiaries outstanding on the date indicated in respect
of Guarantee Obligations in excess of $1,000,000 and letters of credit in excess
of $1,000,000, and there have been no increases in such Indebtedness since said
date other than as permitted by this Agreement.

                  4.9 No Legal Obstacle to Agreement. Neither the execution and
delivery of this Agreement or of any Notes, nor the making by the Company of any
borrowings hereunder, nor the consummation of any transaction herein or therein
referred to or contemplated hereby or thereby nor the fulfillment of the terms
hereof or thereof or of any agreement or instrument referred to in this
Agreement, has constituted or resulted in or will constitute or result in a
breach of the provisions of any contract to which the Company or any of its
Subsidiaries is a party or by which it is bound or of the charter or by-laws of
the Company, or the violation of any law, judgment, decree or governmental
order, rule or regulation applicable to the Company or any of its Subsidiaries,
or result in the creation under any agreement or instrument of any security
interest, lien, charge or encumbrance upon any of the assets of the Company or
any of its Subsidiaries. Other than those which have already been obtained, no
approval, authorization or other action by any governmental authority or any
other Person is required to be obtained by the Company or any of its
Subsidiaries in connection with the execution, delivery and performance of this
Agreement or the transactions contemplated hereby, or the making of any
borrowing by the Company hereunder.

                  4.10 Defaults. Neither the Company nor any Subsidiary is in
default under any provision of its charter or by-laws or, so as to affect
adversely in any material manner the business or assets or the condition,
financial or otherwise, of the Company and its Subsidiaries on a consolidated
basis, under any provision of any agreement, lease or other instrument to which
it is a party or by which it is bound or of any Requirement of Law.

                  4.11 Burdensome Obligations. Neither the Company nor any
Subsidiary is a party to or bound by any agreement, deed, lease or other
instrument, or subject to any charter,


<PAGE>   39
                                       38


by-law or other corporate restriction which, in the opinion of the management
thereof, is so unusual or burdensome as to in the foreseeable future have a
material adverse effect on the business or assets or condition, financial or
otherwise, of the Company and its Subsidiaries on a consolidated basis. The
Company does not presently anticipate that future expenditures of the Company
and its Subsidiaries needed to meet the provisions of any federal or state
statutes, orders, rules or regulations will be so burdensome as to have a
material adverse effect on the business or assets or condition, financial or
otherwise, of the Company and its Subsidiaries on a consolidated basis.

                  4.12 Pension Plans. Each Plan maintained by the Company, any
Subsidiary or any Control Group Person or to which any of them makes or will
make contributions is in material compliance with the applicable provisions of
ERISA and the Code. The Company and its Subsidiaries have met all of the funding
standards applicable to all Plans, and there exists no event or condition which
would permit the institution of proceedings to terminate any Plan that is not a
Multiemployer Plan. The aggregate current value of the vested liabilities under
the Plans that are subject to Title IV of ERISA and that are not Multiemployer
Plans does not exceed the aggregate current value of such Plans' assets.

                  4.13 Disclosure. No statement or information contained in this
Agreement, any other Loan Document, the Confidential Information Memorandum or
any other document, certificate or written statement furnished by or on behalf
of the Company to the Agent or the Banks, or any of them, for use in connection
with the transactions contemplated by this Agreement or the other Loan
Documents, contained as of the date such statement, information, document or
certificate was so furnished (or, in the case of the Confidential Information
Memorandum, as of the date of this Agreement), any untrue statement of a
material fact or omitted to state a material fact necessary to make the
statements contained herein or therein not misleading. The projections and pro
forma financial information contained in the materials referenced above are
based upon good faith estimates and assumptions believed by management of the
Company to be reasonable at the time made, it being recognized by the Banks that
such financial information as it relates to future events is not to be viewed as
fact and that actual results during the period or periods covered by such
financial information may differ from the projected results set forth therein by
a material amount.

                  4.14 Environmental and Public and Employee Health and Safety
Matters. The Company and each Subsidiary has complied with all applicable
Federal, state, and other laws, rules and regulations relating to environmental
pollution or to environmental regulation or control or to public or employee
health or safety, except to the extent that the failure to so comply would not
be reasonably likely to result in a material adverse effect on the business or
assets or on the condition, financial or otherwise, of the Company and its
Subsidiaries on a consolidated basis. The Company's and the Subsidiaries'
facilities do not contain, and have not previously contained, any hazardous
wastes, hazardous substances, hazardous materials, toxic substances or toxic
pollutants regulated under the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response Compensation and Liability Act, the
Hazardous Materials Transportation Act, the Toxic Substance Control Act, the
Clean Air Act, the Clean Water Act or any other applicable law relating to
environmental pollution or public or employee health and safety, in violation of
any such law, or any rules or regulations promulgated pursuant thereto, except
for violations that would not be reasonably likely to result in a material
adverse


<PAGE>   40
                                       39


effect on the business or assets or on the condition, financial or otherwise, of
the Company and its Subsidiaries on a consolidated basis. The Company is aware
of no events, conditions or circumstances involving environmental pollution or
contamination or public or employee health or safety, in each case applicable to
it or its Subsidiaries, that would be reasonably likely to result in a material
adverse effect on the business or assets or on the condition, financial or
otherwise, of the Company and its Subsidiaries on a consolidated basis.

                  4.15 Federal Regulations. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U as now and
from time to time hereafter in effect (except in a manner which is not in
violation of Regulation U or X) or for any purpose which violates the provisions
of the Regulations of the Board of Governors of the Federal Reserve System. If
requested by any Bank or the Agent, the Company will furnish to the Agent and
each Bank a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.

                  4.16 Investment Company Act; Other Regulations. The Company is
not an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
The Company is not subject to regulation under any Federal or State statute or
regulation which limits its ability to incur Indebtedness.

                             SECTION 5. CONDITIONS

                  The obligations of each Bank to make the Loans contemplated
hereunder shall be subject to the compliance by the Company with its agreements
herein contained and to the satisfaction on or before the Closing Date and each
Borrowing Date of such of the following further conditions as are applicable on
the Closing Date or such Borrowing Date, as the case may be:

                  5.1 Loan Documents. The Agent shall have received (i) this
Agreement, executed and delivered by a duly authorized officer of the Company,
with a counterpart for each Bank, and (ii) for the account of each Bank, if
requested by such Bank, a Note conforming to the requirements hereof and
executed by a duly authorized officer of the Company.

                  5.2 Legal Opinions. On the Closing Date, each Bank shall have
received from any general, associate, or assistant general counsel or Vice
President-Legal to the Company, such opinions as the Agent shall have reasonably
requested with respect to the transactions contemplated by this Agreement.

                  5.3 Company Officers' Certificate. The representations and
warranties contained in Section 4 (as qualified by the disclosures in (i) the
Company's Annual Report on Form 10-K for its fiscal year ended December 31,
2000, (ii) the Company's Reports on Form 8-K dated January 31, 2001, February
20, 2001 and April 24, 2001, respectively, in the case of each of the items
referred to in clauses (i) and (ii), as filed with the Securities and Exchange
Commission and previously distributed to the Agent and made available to each
Bank and (iii) Schedule V


<PAGE>   41
                                       40


attached hereto) shall be true and correct in all material respects on the
Closing Date and on and as of each Borrowing Date with the same force and effect
as though made on and as of such date (except for representations and warranties
made as of a specified date, which shall be true and correct as of such dates);
no Default shall have occurred (except a Default which shall have been waived in
writing or which shall have been cured) and no Default shall exist after giving
effect to the Loan to be made, and the Agent shall have received a certificate
containing a representation to these effects dated such Borrowing Date and
signed by a Responsible Officer.

                  5.4 Legality, etc. The making of the Loan to be made by such
Bank on each Borrowing Date shall not subject such Bank to any penalty or
special tax, shall not be prohibited by any Requirement of Law applicable to
such Bank or the Company, and all necessary consents, approvals and
authorizations of any Governmental Authority or any Person to or of any such
Loan shall have been obtained and shall be in full force and effect.

                  5.5 Termination of Existing Credit Facilities. On the Closing
Date, the Agent shall have received satisfactory evidence that the Company's
credit agreements listed on Schedule VI attached hereto shall have been
terminated and all amounts thereunder shall have been paid in full by the
proceeds of the Loans hereunder.

                  5.6 General. On the Closing Date, all instruments and legal
and corporate proceedings in connection with the Loans contemplated by this
Agreement shall be satisfactory in form and substance to the Agent, and the
Agent shall have received copies of all documents, and favorable legal opinions
and records of corporate proceedings, which the Agent may have reasonably
requested in connection with the Loans and other transactions contemplated by
this Agreement.

                  5.7 Fees. The Agent shall have received the fees to be
received on the Closing Date referred to in subsection 2.11.

                          SECTION 6. GENERAL COVENANTS

                  On and after the date hereof, until all of the Loans and all
other amounts payable pursuant hereto shall have been paid in full and so long
as the Commitments shall remain in effect, the Company covenants that the
Company will comply, and will cause each of its Subsidiaries to comply, with
such of the provisions of this Section 6 and such other provisions of this
Agreement as are applicable to the Person in question.

                  6.1 Taxes, Indebtedness, etc. (a) Each of the Company and its
Subsidiaries will duly pay and discharge, or cause to be paid and discharged,
before the same shall become in arrears, all taxes, assessments, levies and
other governmental charges imposed upon such corporation and its properties,
sales and activities, or any part thereof, or upon the income or profits
therefrom; provided, however, that any such tax, assessment, charge or levy need
not be paid if the validity or amount thereof shall currently be contested in
good faith by appropriate proceedings and if the Company or the Subsidiary in
question shall have set aside on its books appropriate reserves with respect
thereto.


<PAGE>   42
                                       41


                  (b) Each of the Company and its Subsidiaries will promptly pay
when due, or in conformance with customary trade terms, all other Indebtedness
and liabilities incident to its operations; provided, however, that any such
Indebtedness or liability need not be paid if the validity or amount thereof
shall currently be contested in good faith and if the Company or the Subsidiary
in question shall have set aside on its books appropriate reserves with respect
thereto. The Subsidiaries will not create, incur, assume or suffer to exist any
Indebtedness, except: (i) Indebtedness outstanding on the date hereof and listed
on Schedule III; (ii) Indebtedness that is owing to the Company or any other
Subsidiary; (iii) Indebtedness incurred pursuant to an accounts receivable
program; and (iv) additional Indebtedness at any time outstanding in an
aggregate principal amount not to exceed 10% of Consolidated Assets.

                  6.2 Maintenance of Properties; Compliance with Law. Each of
the Company and its Subsidiaries (a) will keep its material properties in good
repair, working order and condition and will from time to time make all
necessary and proper repairs, renewals, replacements, additions and improvements
thereto and will comply at all times with the provisions of all material leases
and other material agreements to which it is a party so as to prevent any loss
or forfeiture thereof or thereunder unless compliance therewith is being
currently contested in good faith by appropriate proceedings and (b) in the case
of the Company or any Subsidiary of the Company while such Person remains a
Subsidiary, will do all things necessary to preserve, renew and keep in full
force and effect and in good standing its corporate existence and franchises
necessary to continue such businesses. The Company and its Subsidiaries will
comply in all material respects with all valid and applicable Requirements of
Law (including any such laws, rules, regulations or governmental orders relating
to the protection of environmental or public or employee health or safety) of
the United States, of the States thereof and their counties, municipalities and
other subdivisions and of any other jurisdiction, applicable to the Company and
its Subsidiaries, except where compliance therewith shall be contested in good
faith by appropriate proceedings, the Company or the Subsidiary in question
shall have set aside on its books appropriate reserves in conformity with GAAP
with respect thereto, and the failure to comply therewith could not reasonably
be expected to, in the aggregate, have a material adverse effect on the business
or assets or on the condition, financial or otherwise, of the Company and its
Subsidiaries on a consolidated basis.

                  6.3 Transactions with Affiliates. Neither the Company nor any
of its Subsidiaries will enter into any transactions, including, without
limitation, the purchase, sale or exchange of property or the rendering of any
service, with any of their Affiliates (other than the Company and its
Subsidiaries) unless such transaction is not material to the Company and its
Subsidiaries on a consolidated basis or is otherwise permitted under this
Agreement, is in the ordinary course of the Company's or such Subsidiary's
business and is upon fair and reasonable terms no less favorable to the Company
or such Subsidiary, as the case may be, than it would obtain in an arm's-length
transaction.

                  6.4 Insurance. The Company will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained, with financially sound and
reputable insurers, including any Subsidiary which is engaged in the business of
providing insurance protection, insurance (including, without limitation,
professional liability insurance against claims for malpractice) with respect to
its properties and business and the properties and business of its Subsidiaries
against loss or damage of the kinds customarily insured against of such types
and such amounts


<PAGE>   43
                                       42


as are customarily carried under similar circumstances by other corporations.
Such insurance may be subject to co-insurance, deductibility or similar clauses
which, in effect, result in self-insurance of certain losses, and the Company
may self-insure against such loss or damage, provided that adequate insurance
reserves are maintained in connection with such self-insurance.

                  6.5 Financial Statements. The Company will and will cause each
of its Subsidiaries to maintain a standard system of accounting in which full,
true and correct entries will be made of all dealings or transactions in
relation to its business and affairs in accordance with GAAP consistently
applied, and will furnish the following to each Bank (in duplicate if so
requested):

                  (a) Annual Statements. As soon as available, and in any event
         within 120 days after the end of each fiscal year, the consolidated
         balance sheet as at the end of each fiscal year and consolidated
         statements of operations and cash flows and of stockholders' equity for
         such fiscal year of the Company and its Subsidiaries, together with
         comparative consolidated figures for the next preceding fiscal year,
         accompanied by reports or certificates of an Auditor, to the effect
         that such balance sheet and statements were prepared in accordance with
         GAAP consistently applied and fairly present the financial position of
         the Company and its Subsidiaries as at the end of such fiscal year and
         the results of their operations and cash flows for the year then ended
         and the statement of such Auditor and of a Responsible Officer of the
         Company that such Auditor and Responsible Officer have caused the
         provisions of this Agreement to be reviewed and that nothing has come
         to their attention to lead them to believe that any Default exists
         hereunder or, if such is not the case, specifying such Default or
         possible Default and the nature thereof. In addition, such financial
         statements shall be accompanied by a certificate of a Responsible
         Officer of the Company containing computations showing compliance with
         subsections 6.6, 6.7, 6.10 and 6.12.

                  (b) Quarterly Statements. As soon as available, and in any
         event within 60 days after the close of each of the first three fiscal
         quarters of the Company and its Subsidiaries in each year, condensed
         consolidated balance sheets as at the end of such fiscal quarter and
         condensed consolidated statements of operations and cash flows for the
         portion of the fiscal year then ended, of the Company and its
         Subsidiaries, together with computations showing compliance with
         subsections 6.6, 6.7, 6.10 and 6.12, accompanied by a certificate of a
         Responsible Officer of the Company that such statements and
         computations have been properly prepared in accordance with GAAP for
         interim financial information, consistently applied, and fairly present
         the financial position of the Company and its Subsidiaries as at the
         end of such fiscal quarter and the results of their operations and cash
         flows for such quarter and for the portion of the fiscal year then
         ended, and to the further effect that such Responsible Officer has
         caused the provisions of this Agreement and all other agreements to
         which the Company or any of its Subsidiaries is a party and which
         relate to Indebtedness to be reviewed, and has no knowledge that any
         Default has occurred under this Agreement or under any such other
         agreement, or, if said Responsible Officer has such knowledge,
         specifying such Default and the nature thereof.


<PAGE>   44
                                       43


                  (c) Notice of Material Litigation; Defaults. The Company will
         promptly notify each Bank in writing, by delivery of the Company's
         Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
         Reports on Form 8-K filed with the Securities and Exchange Commission
         or otherwise, as to any litigation or administrative proceeding to
         which it or any of its Subsidiaries may hereafter be a party which,
         after giving effect to any applicable insurance, may involve any
         material risk of any material judgment or liability or which may
         otherwise result in any material adverse change in the business or
         assets or in the condition, financial or otherwise, of the Company and
         its Subsidiaries on a consolidated basis and which litigation or
         proceeding is otherwise required to be disclosed in such reports.
         Promptly upon acquiring knowledge thereof, the Company will notify each
         Bank of the existence of any Default, including, without limitation,
         any default in the payment of any Indebtedness for money borrowed of
         the Company or any Subsidiary or under the terms of any agreement
         relating to such Indebtedness, specifying the nature of such Default
         and what action the Company has taken or is taking or proposes to take
         with respect thereto. Promptly upon acquiring knowledge thereof, the
         Company will notify each Bank of a change in the publicly announced
         ratings by S&P and Moody's of the then current senior unsecured,
         non-credit enhanced, long-term Indebtedness of the Company.

                  (d) ERISA Reports. The Company will furnish the Agent with
         copies of any request for waiver of the funding standards or extension
         of the amortization periods required by Sections 303 and 304 of ERISA
         or Section 412 of the Code promptly after any such request is submitted
         by the Company to the Department of Labor or the Internal Revenue
         Service, as the case may be. Promptly after a Reportable Event occurs,
         or the Company or any of its Subsidiaries receives notice that the PBGC
         or any Control Group Person has instituted or intends to institute
         proceedings to terminate any pension or other Plan that is a "defined
         benefit plan" as defined in ERISA, or prior to the Plan administrator's
         terminating such Plan pursuant to Section 4041 of ERISA, the Company
         will notify the Agent and will furnish to the Agent a copy of any
         notice of such Reportable Event which is required to be filed with the
         PBGC, or any notice delivered by the PBGC evidencing its institution of
         such proceedings or its intent to institute such proceedings, or any
         notice to the PBGC that a Plan is to be terminated, as the case may be.
         The Company will promptly notify each Bank upon learning of the
         occurrence of any of the following events with respect to any Plan
         which is a Multiemployer Plan: a partial or complete withdrawal from
         any Plan which may result in the incurrence by the Company or any of
         its Subsidiaries of withdrawal liability in excess of $1,000,000 under
         Subtitle E of Title IV of ERISA, or of the termination, insolvency or
         reorganization status of any Plan under such Subtitle E which may
         result in liability to the Company or any of its Subsidiaries in excess
         of $1,000,000. In the event of such a withdrawal, upon the request of
         the Agent or any Bank, the Company will promptly provide information
         with respect to the scope and extent of such liability, to the best of
         the Company's knowledge.

                  (e) Reports to Stockholders, etc. Promptly after the sending,
         making available or filing of the same, copies of all reports and
         financial statements which the Company shall send or make available to
         its stockholders including, without limitation, all reports on Form
         8-K, 10-Q or 10-K or any similar form hereafter in use which the
         Company shall file with the Securities and Exchange Commission.


<PAGE>   45
                                       44


                  (f) Other Information. From time to time upon request of the
         Agent or any Bank, the Company will furnish information regarding the
         business affairs and condition, financial or otherwise, of the Company
         and its Subsidiaries. The Company agrees that any authorized officers
         and representatives of the Agent shall have the right during reasonable
         business hours to examine the books and records of the Company and its
         Subsidiaries, and to make notes and abstracts therefrom, to make an
         independent examination of its books and records for the purpose of
         verifying the accuracy of the reports delivered by the Company and its
         Subsidiaries pursuant to this Agreement or otherwise, and ascertaining
         compliance with this Agreement. Representatives of any Bank (at such
         Bank's expense) may accompany the Agent during any examination referred
         to in the preceding sentence.

                  (g) Confidentiality of Information. Each Bank acknowledges
         that some of the information furnished to such Bank pursuant to this
         subsection 6.5 may be received by such Bank prior to the time it shall
         have been made public, and each Bank agrees that it will keep all
         information so furnished confidential and shall make no use of such
         information until it shall have become public, except (i) in connection
         with matters involving operations under or enforcement of this
         Agreement or the Notes, (ii) in accordance with each Bank's obligations
         under law or pursuant to subpoenas or other process to make information
         available to governmental or regulatory agencies and examiners or to
         others, (iii) to each Bank's corporate Affiliates and Transferees and
         prospective Transferees so long as such Persons agree to be bound by
         this subsection 6.5(g) or (iv) with the prior consent of the Company.

                  6.6 Ratio of Consolidated Total Debt to Consolidated Total
Capitalization. The Company and its Subsidiaries will not at any time have
outstanding Consolidated Total Debt in an amount in excess of 65% of
Consolidated Total Capitalization.

                  6.7 Interest Coverage Ratio. On the last day of each fiscal
quarter of the Company, the Consolidated Earnings Before Interest and Taxes of
the Company and its Subsidiaries for the four consecutive fiscal quarters of the
Company then ending will be an amount which equals or exceeds 200% of the
Consolidated Interest Expense of the Company and its Subsidiaries for the same
four consecutive fiscal quarters.

                  6.8 Distributions. The Company will not make any Distribution
except that, so long as no Event of Default exists or would exist after giving
effect thereto, the Company may make Distributions.

                  6.9 Merger or Consolidation. The Company will not become a
constituent corporation in any merger or consolidation unless the Company shall
be the surviving or resulting corporation and immediately before and after
giving effect to such merger or consolidation there shall exist no Default;
provided that the Company may merge into another Subsidiary owned by the Company
for the purposes of causing the Company to be incorporated in a different
jurisdiction in the United States or causing the Company to change its name.

                  6.10 Sales of Assets. The Company and its Subsidiaries may
from time to time sell or otherwise dispose of all or any part of their
respective assets; provided, however, that in


<PAGE>   46
                                       45


any fiscal year, the Company and its Subsidiaries will not (a) sell or dispose
of (including, without limitation, any disposition resulting from any merger or
consolidation involving a Subsidiary of the Company, and any Sale-and-Leaseback
Transaction), outside of the ordinary course of business, to Persons other than
the Company and its Subsidiaries, assets constituting in the aggregate more than
12% of Consolidated Assets of the Company and its Subsidiaries as at the end of
the immediately preceding fiscal year and (b) exchange with any Persons other
than the Company and its Subsidiaries any asset or group of assets for another
asset or group of assets unless (i) such asset or group of assets are exchanged
for an asset or group of assets of a substantially similar type or nature, (ii)
on a pro forma basis both before and after giving effect to such exchange, no
Default or Event of Default shall have occurred and be continuing, (iii) the
aggregate fair market value (in the case of any exchange of any material asset
or group of assets, as determined in good faith by the Board of Directors of the
Company) of the asset or group of assets being transferred by the Company or
such Subsidiary and the asset or group of assets being acquired by the Company
or such Subsidiary are substantially equal and (iv) the aggregate of (x) all
assets of the Company and its Subsidiaries sold pursuant to subsection 6.10(a)
(including, without limitation, any disposition resulting from any merger or
consolidation involving a Subsidiary of the Company, and any Sale-and-Leaseback
Transaction) and (y) the aggregate fair market value (as determined in good
faith by the Board of Directors of the Company) of all assets of the Company and
its Subsidiaries exchanged pursuant to this subsection 6.10(b) does not exceed
20% of Consolidated Assets of the Company and its Subsidiaries as at the end of
the immediately preceding fiscal year.

                  6.11 Compliance with ERISA. Each of the Company and its
Subsidiaries will meet, and will cause all Control Group Persons to meet, all
minimum funding requirements applicable to any Plan imposed by ERISA or the Code
(without giving effect to any waivers of such requirements or extensions of the
related amortization periods which may be granted), and will at all times
comply, and will cause all Control Group Persons to comply, in all material
respects with the provisions of ERISA and the Code which are applicable to the
Plans, except where the failure to do so could not reasonably be expected to
have a material adverse effect. At no time shall the aggregate actual and
contingent liabilities of the Company under Sections 4062, 4063, 4064 and other
provisions of ERISA with respect to all Plans (and all other pension plans to
which the Company, any Subsidiary, or any Control Group Person made
contributions prior to such time) exceed $10,000,000. Neither the Company nor
its Subsidiaries will permit any event or condition to exist which could permit
any Plan which is not a Multiemployer Plan to be terminated under circumstances
which would cause the lien provided for in Section 4068 of ERISA to attach to
the assets of the Company or any of its Subsidiaries.

                  6.12 Negative Pledge. The Company will not and will ensure
that no Subsidiary will create or have outstanding any lien or security interest
on or over any Principal Property in respect of any Indebtedness and the Company
will not create or have outstanding any lien or security interest on or over the
capital stock of any of its Subsidiaries that own a Principal Property and will
ensure that no Subsidiary will create or have outstanding any lien or security
interest on or over the capital stock of any of its respective Subsidiaries that
own a Principal Property except in either case for:

                  (a) any security for the purchase price or cost of
         construction of real property acquired by the Company or any of its
         Subsidiaries (or additions, substantial


<PAGE>   47
                                       46


         repairs, alterations or substantial improvements thereto) or equipment,
         provided that such Indebtedness and such security are incurred within
         18 months of the acquisition or completion of construction (or
         alteration or repair) and full operation;

                  (b) any security existing on property or on capital stock, as
         the case may be, at the time of acquisition of such property or capital
         stock, as the case may be, by the Company or a Subsidiary or on the
         property or capital stock, as the case may be, of a corporation at the
         time of the acquisition of such corporation by the Company or a
         Subsidiary (including acquisitions through merger or consolidation);

                  (c) any security created in favor of the Company or a
         Subsidiary;

                  (d) any security created by operation of law in favor of
         government agencies of the United States of America or any State
         thereof;

                  (e) any security created in connection with the borrowing of
         funds if within 120 days such funds are used to repay Indebtedness in
         at least the same principal amount as secured by other security of
         Principal Property or capital stock of a Subsidiary that owns a
         Principal Property, as the case may be, with an independent appraised
         fair market value at least equal to the appraised fair market value of
         the Principal Property or capital stock of a Subsidiary that owns a
         Principal Property, as the case may be, secured by the new security;
         and

                  (f) any extension, renewal or replacement of any security
         referred to in the foregoing clauses (a) through (e) provided that the
         amount thereby secured is not increased and such security is not
         extended to other property of the Company or its Subsidiaries;

unless any Loans made and/or to be made to and all other sums payable by the
Company under this Agreement shall be secured equally and ratably with (or prior
to) such Indebtedness so long as such Indebtedness shall be so secured.
Notwithstanding the foregoing, the Company and any one or more Subsidiaries may,
without securing the Loans made and/or to be made to and all other sums payable
by the Company under this Agreement, create, issue or assume Indebtedness which
would otherwise be subject to the foregoing restrictions in an aggregate
principal amount which, together with all other such Indebtedness of the Company
and its Subsidiaries (not including Indebtedness permitted to be secured
pursuant to the foregoing clauses (a) through (f) and the aggregate Attributable
Debt), including Indebtedness in respect of Sale-and-Leaseback Transactions
(other than those permitted by subsection 6.13(b)), does not exceed 10% of
Consolidated Net Tangible Assets of the Company and its Subsidiaries.

                  6.13 Sale-and-Leaseback Transactions. Neither the Company nor
any Significant Subsidiary will enter into any Sale-and-Leaseback Transaction
with respect to any Principal Property with any Person (other than the Company
or a Subsidiary) unless either (a) the Company or such Significant Subsidiary
would be entitled, pursuant to the provisions described in subsection 6.12(a)
through (f) to incur Indebtedness secured by a security on the property to be
leased without equally and ratably securing the Loans made and/or to be made to
and all other sums payable by the Company under this Agreement, or (b) the
Company during or immediately


<PAGE>   48
                                       47


after the expiration of 120 days after the effective date of such transaction
applies to the voluntary retirement of its Indebtedness and/or the acquisition
or construction of Principal Property an amount equal to the greater of the net
proceeds of the sale of the property leased in such transaction or the fair
value in the opinion of a Responsible Officer of the Company of the leased
property at the time such transaction was entered into.

                  6.14 Use of Proceeds. Subject to the provisions of the
following sentence, the Company may use the proceeds of the Loans for any lawful
corporate purpose. The Company will not, directly or indirectly, apply any part
of the proceeds of any such Loan for the purpose of "purchasing" or "carrying"
any "margin stock" within the respective meanings of each of the quoted terms
under Regulation U, or to refund any indebtedness incurred for such purpose,
except in a manner which is not in violation of Regulation U and X.

                              SECTION 7. DEFAULTS

                  7.1 Events of Default. Upon the occurrence of any of the
following events:

                  (a) any default shall be made by the Company in any payment in
         respect of: (i) interest payable hereunder as the same shall become due
         and such default shall continue for a period of five days; or (ii)
         principal of any of the Indebtedness hereunder or evidenced by the
         Notes as the same shall become due, whether at maturity, by prepayment,
         by acceleration or otherwise; or

                  (b) any default shall be made by either the Company or any
         Subsidiary of the Company in the performance or observance of any of
         the provisions of subsections 6.6 through 6.10, 6.12, 6.13 and 6.14; or

                  (c) any default shall be made in the due performance or
         observance of any other covenant, agreement or provision to be
         performed or observed by either the Company or any Subsidiary under
         this Agreement, and such default shall not be rectified or cured to the
         satisfaction of the Required Banks within a period expiring 30 days
         after written notice thereof by the Agent to the Company; or

                  (d) any representation or warranty of or with respect to the
         Company or any Subsidiary of the Company to the Banks in connection
         with this Agreement shall have been untrue in any material respect on
         or as of the date made and the facts or circumstances to which such
         representation or warranty relates shall not have been subsequently
         corrected to make such representation or warranty no longer incorrect;
         or

                  (e) any default shall be made in the payment of any item of
         Indebtedness of the Company or any Subsidiary or under the terms of any
         agreement relating to such Indebtedness and such default shall continue
         without having been duly cured, waived or consented to, beyond the
         period of grace, if any, therein specified; provided, however, that
         such default shall not constitute an Event of Default unless (i) the
         outstanding principal amount of such item of Indebtedness exceeds
         $10,000,000, or (ii) the aggregate outstanding principal amount of such
         item of Indebtedness and all other items of


<PAGE>   49
                                       48


         Indebtedness of the Company and its Subsidiaries as to which such
         defaults exist and have continued without being duly cured, waived or
         consented to beyond the respective periods of grace, if any, therein
         specified exceeds $25,000,000, or (iii) such default shall have
         continued without being rectified or cured to the satisfaction of the
         Required Banks for a period of 30 days after written notice thereof by
         the Agent to the Company; or

                  (f) either the Company or any Significant Subsidiary shall be
         involved in financial difficulties as evidenced:

                  (i) by its commencement of a voluntary case under Title 11 of
             the United States Code as from time to time in effect, or by its
             authorizing, by appropriate proceedings of its board of directors
             or other governing body, the commencement of such a voluntary case;

                  (ii) by the filing against it of a petition commencing an
             involuntary case under said Title 11 which shall not have been
             dismissed within 60 days after the date on which said petition is
             filed or by its filing an answer or other pleading within said
             60-day period admitting or failing to deny the material allegations
             of such a petition or seeking, consenting or acquiescing in the
             relief therein provided;

                  (iii) by the entry of an order for relief in any involuntary
             case commenced under said Title 11;

                  (iv) by its seeking relief as a debtor under any applicable
             law, other than said Title 11, of any jurisdiction relating to the
             liquidation or reorganization of debtors or to the modification or
             alteration of the rights of creditors, or by its consenting to or
             acquiescing in such relief;

                  (v) by the entry of an order by a court of competent
             jurisdiction (i) finding it to be bankrupt or insolvent, (ii)
             ordering or approving its liquidation, reorganization or any
             modification or alteration of the rights of its creditors, or (iii)
             assuming custody of, or appointing a receiver or other custodian
             for, all or a substantial part of its property;

                  (vi) by its making an assignment for the benefit of, or
             entering into a composition with, its creditors, or appointing or
             consenting to the appointment of a receiver or other custodian for
             all or a substantial part of its property; or

                  (g) a Change in Control of the Company shall occur;

then and in each and every such case, (x) the Agent may, with the consent of the
Required Banks, or shall, at the direction of the Required Banks, proceed to
protect and enforce the rights of the Banks by suit in equity, action at law
and/or other appropriate proceeding either for specific performance of any
covenant or condition contained in this Agreement or any Note or in any
instrument delivered to each Bank pursuant to this Agreement, or in aid of the
exercise of any power granted in this Agreement or any Note or any such
instrument or assignment, and (y) the Agent may, with the consent of the
Required


<PAGE>   50
                                       49


Banks, or shall, at the direction of the Required Banks, by notice in writing to
the Company terminate the obligations of the Banks to make the Loans hereunder,
and thereupon such obligations shall terminate forthwith and (z) (unless there
shall have occurred an Event of Default under subsection 7.1(f), in which case
the obligations of the Banks to make the Loans hereunder shall automatically
terminate and the unpaid balance of the Indebtedness hereunder and accrued
interest thereon and all other amounts payable hereunder (the "Bank
Obligations") shall automatically become due and payable) the Agent may, with
the consent of the Required Banks, or shall, at the direction of the Required
Banks, by notice in writing to the Company declare all or any part of the unpaid
balance of the Bank Obligations then outstanding to be forthwith due and
payable, and thereupon such unpaid balance or part thereof shall become so due
and payable without presentment, protest or further demand or notice of any
kind, all of which are hereby expressly waived, the obligations of the Banks to
make further Loans hereunder shall terminate forthwith, and the Agent may, with
the consent of the Required Banks, or shall, at the direction of the Required
Banks, proceed to enforce payment of such balance or part thereof in such manner
as the Agent may elect, and each Bank may offset and apply toward the payment of
such balance or part thereof, and to the curing of any such Event of Default,
any Indebtedness from such Bank to the Company, including any Indebtedness
represented by deposits in any general or special account maintained with such
Bank, whether or not such Bank is fully secured.

                  7.2 Annulment of Defaults. An Event of Default shall not be
deemed to be in existence for any purpose of this Agreement if the Agent, with
the consent of or at the direction of the Required Banks, subject to subsection
7.1, shall have waived such event in writing or stated in writing that the same
has been cured to its reasonable satisfaction, but no such waiver shall extend
to or affect any subsequent Event of Default or impair any rights of the Agent
or the Banks upon the occurrence thereof.

                  7.3 Waivers. The Company hereby waives to the extent permitted
by applicable law (a) all presentments, demands for performance, notices of
nonperformance (except to the extent required by the provisions hereof),
protests, notices of protest and notices of dishonor in connection with any of
the Indebtedness hereunder or evidenced by the Notes, (b) any requirement of
diligence or promptness on the part of any Bank in the enforcement of its rights
under the provisions of this Agreement or any Note, and (c) any and all notices
of every kind and description which may be required to be given by any statute
or rule of law and any defense of any kind which the Company may now or
hereafter have with respect to its liability under this Agreement or any Note.

                  7.4 Course of Dealing. No course of dealing between the
Company and any Bank shall operate as a waiver of any of the Banks' rights under
this Agreement or any Note. No delay or omission on the part of any Bank in
exercising any right under this Agreement or any Note or with respect to any of
the Bank Obligations shall operate as a waiver of such right or any other right
hereunder. A waiver on any one occasion shall not be construed as a bar to or
waiver of any right or remedy on any future occasion. No waiver or consent shall
be binding upon any Bank unless it is in writing and signed by the Agent or such
of the Banks as may be required by the provisions of this Agreement. The making
of a Loan hereunder during the existence of a Default shall not constitute a
waiver thereof.


<PAGE>   51
                                       50


                              SECTION 8. THE AGENT

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

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

                  8.3 Exculpatory Provisions. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(a) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Agreement (except for its or such
Person's own gross negligence or willful misconduct), or (b) responsible in any
manner to any of the Banks for any recitals, statements, representations or
warranties made by the Company or any officer thereof contained in this
Agreement or in any certificate, report, statement or other document referred to
or provided for in, or received by the Agent under or in connection with, this
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or the Notes or for any failure of the Company
to perform its obligations hereunder. The Agent shall not be under any
obligation to any Bank to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Company.

                  8.4 Reliance by Agent. The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any Note, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Company), independent accountants
and other experts selected by the Agent. The Agent may deem and treat the payee
of any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement unless it shall first receive such advice or
concurrence of the Required Banks as it deems appropriate or it shall first be
indemnified to its satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Agent shall in all cases be fully protected in acting, or
in refraining from acting, under this Agreement and the Notes in accordance with
a request of the Required Banks, and such request and any action taken or


<PAGE>   52
                                       51


failure to act pursuant thereto shall be binding upon all the Banks and all
future holders of the Notes.

                  8.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Bank or the Company
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the Agent
receives such a notice, the Agent shall promptly give notice thereof to the
Banks. The Agent shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required Banks; provided that,
unless and until the Agent shall have received such directions, the Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Banks.

                  8.6 Non-Reliance on Agent and Other Banks. Each Bank expressly
acknowledges that neither the Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations
or warranties to it and that no act by the Agent hereinafter taken, including
any review of the affairs of the Company, shall be deemed to constitute any
representation or warranty by the Agent to any Bank. Each Bank represents to the
Agent that it has, independently and without reliance upon the Agent or any
other Bank, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Company and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Bank also represents that it will, independently and
without reliance upon the Agent or any other Bank, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Company. Except for notices, reports and
other documents expressly required to be furnished to the Banks by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business, operations,
property, financial and other condition or creditworthiness of the Company which
may come into the possession of the Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

                  8.7 Indemnification. The Banks agree to indemnify the Agent in
its capacity as such (to the extent not reimbursed by the Company and without
limiting the obligation of the Company to do so), ratably according to the
respective amounts of their then respective Aggregate Exposure Percentages, from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including without limitation at any time
following the payment of the Indebtedness hereunder or pursuant to the Notes) be
imposed on, incurred by or asserted against the Agent in any way relating to or
arising out of this Agreement, or any documents contemplated by or referred to
herein or the transactions contemplated hereby or any action taken or omitted by
the Agent under or in connection with any of the foregoing; provided that no
Bank shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely


<PAGE>   53
                                       52


from the Agent's gross negligence or willful misconduct. The agreements in this
subsection shall survive the payment of the Notes and all other amounts payable
hereunder.

                  8.8 Agent in Its Individual Capacity. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Company as though the Agent was not the Agent
hereunder. With respect to its Loans made or renewed by it, any Letter of Credit
issued or participated in by it and any Note issued to it, the Agent shall have
the same rights and powers under this Agreement as any Bank and may exercise the
same as though it were not the Agent, and the terms "Bank" and "Banks" shall
include the Agent in its individual capacity.

                  8.9 Successor Agent. The Agent may resign as Agent, as the
case may be, upon 10 days' notice to the Banks. If the Agent shall resign as
Agent, under this Agreement, then the Required Banks shall appoint from among
the Banks a successor agent for the Banks which successor agent shall be
approved by the Company, whereupon such successor agent shall succeed to the
rights, powers and duties of the Agent, and the term "Agent" shall mean such
successor agent effective upon its appointment, and the former Agent's rights,
powers and duties as Agent shall be terminated, without any other or further act
or deed on the part of such former Agent or any of the parties to this Agreement
or any holders of the Notes. After any retiring Agent's resignation hereunder as
Agent, the provisions of this subsection 8.9 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Agent under this
Agreement.

                            SECTION 9. MISCELLANEOUS

                  9.1 Amendments and Waivers. Neither this Agreement, any Note,
nor any terms hereof or thereof may be amended, supplemented or modified except
in accordance with the provisions of this subsection. With the written consent
of the Required Banks, the Agent and the Company may, from time to time, enter
into written amendments, supplements or modifications hereto for the purpose of
adding any provisions to this Agreement or the Notes or changing in any manner
the rights of the Banks or of the Company hereunder or thereunder or waiving, on
such terms and conditions as the Agent and the Required Banks may specify in
such instrument, any of the requirements of this Agreement or the Notes or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall (i) forgive
any principal amount or extend the final scheduled date of maturity of any Loan
or extend the expiry date of any Letter of Credit beyond the Revolving
Termination Date, reduce the principal of any Loan or L/C Obligation or the
stated rate of any interest or fee payable hereunder or any other Loan Document,
or extend the scheduled date of any payment thereof, or increase the amount or
extend the expiration date of any Bank's Revolving Commitment, in each case
without the written consent of each Bank directly affected thereby; (ii)
eliminate or reduce the voting rights of any Bank under this subsection 9.1
without the written consent of such Bank; (iii) reduce any percentage specified
in the definition of Required Banks, consent to the assignment or transfer by
the Company of any of its rights and obligations under this Agreement and the
other Loan Documents, without the written consent of all Banks; (iv) amend,
modify or waive any provision of Section 8 without the written consent of the
Agent;


<PAGE>   54
                                       53


or (v) amend, modify or waive any provision of Section 3 without the written
consent of the Issuing Bank. Any such waiver and any such amendment, supplement
or modification shall apply equally to each of the Banks and shall be binding
upon the Company, the Banks, the Agent and all future holders of the Notes. In
the case of any waiver, the Company, the Banks and the Agent shall be restored
to their former position and rights hereunder and under the outstanding Notes,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

                  9.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or three days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
sent, confirmation of receipt received, addressed as follows in the case of the
Company and the Agent and as set forth in Schedule I in the case of the other
parties hereto, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Notes:

         The Company:               HCA - The Healthcare Company
                                    One Park Plaza
                                    Nashville, Tennessee 37203
                                    Attention: Keith Giger
                                    Telecopy: (615) 344-5720

         The Agent:                 The Chase Manhattan Bank
                                    270 Park Avenue - 48th Floor
                                    New York, New York 10017
                                    Attention: Dawn Lee Lum
                                    Telecopy: (212) 270-3279

         with a copy to:            Chase Agent Bank Services
                                    1 Chase Manhattan Plaza - 8th Floor
                                    New York, New York 10081
                                    Attention: Janet Belden
                                    Telecopy: (212) 552-5658

provided that any notice, request or demand to or upon the Agent or the Banks
pursuant to Section 2 shall not be effective until received.

                  9.3 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.


<PAGE>   55
                                       54


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

                  9.5 Payment of Expenses and Taxes; Indemnity. (a) The Company
agrees (i) to pay or reimburse the Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the Notes and any other documents prepared in connection herewith, and the
consummation of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Agent, (ii) to pay or reimburse each Bank and the Agent for all their reasonable
costs and expenses incurred in connection with the enforcement, attempted
enforcement or preservation of any rights or remedies under this Agreement, the
Notes and any such other documents, including, without limitation, reasonable
fees and disbursements of counsel to the Agent and to each of the Banks and
(iii) to pay, indemnify, and hold each Bank and the Agent harmless from, any and
all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, if any, which
may be payable or determined to be payable in connection with the execution and
delivery of, or consummation of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, this Agreement, the Notes and any such other documents.

                  (b) The Company will indemnify each of the Agent and the Banks
and the directors, officers and employees thereof and each Person, if any, who
controls each one of the Agent and the Banks (any of the foregoing, an
"Indemnified Person") and hold each Indemnified Person harmless from and against
any and all claims, damages, liabilities and reasonable expenses (including
without limitation all reasonable fees and disbursements of counsel with whom an
Indemnified Person may consult in connection therewith and all reasonable
expenses of litigation or preparation therefor) which an Indemnified Person may
incur or which may be asserted against it in connection with any litigation or
investigation involving this Agreement, the use of any proceeds of any Loans
under this Agreement by the Company or any Subsidiary, any officer, director or
employee thereof other than litigation commenced by the Company against any of
the Agent or the Banks which (i) seeks enforcement of any of the Company's
rights hereunder and (ii) is determined adversely to any of the Agent or the
Banks.

                  (c) The agreements in this subsection 9.5 shall survive
repayment of the Notes and all other amounts payable hereunder.

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

                  (b) Any Bank may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to one
or more banks or other entities ("Participants") participating interests in any
Loans owing to such Bank, any Notes held by such

<PAGE>   56
                                       55


Bank, any Commitments of such Bank or any other interests of such Bank
hereunder. In the event of any such sale by a Bank of a participating interest
to a Participant, such Bank's obligations under this Agreement to the other
parties under this Agreement shall remain unchanged, such Bank shall remain
solely responsible for the performance thereof, such Bank shall remain the
holder of any such Notes for all purposes under this Agreement, and the Company
and the Agent shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement. The
Company agrees that if amounts outstanding under this Agreement and the Notes
are due or unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall be
deemed to have the right of offset in respect of its participating interest in
amounts owing under this Agreement and any Notes to the same extent as if the
amount of its participating interest were owing directly to it as a Bank under
this Agreement or any Notes, provided that such right of offset shall be subject
to the obligation of such Participant to share with the Banks, and the Banks
agree to share with such Participant, as provided in subsection 9.7. The Company
also agrees that each Participant shall be entitled to the benefits of
subsections 2.20, 2.21 and 2.22 with respect to its participation in the
Commitments and the Eurodollar Loans outstanding from time to time; provided
that no Participant shall be entitled to receive any greater amount pursuant to
such subsections than the transferor Bank would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Bank
to such Participant had no such transfer occurred. No Participant shall be
entitled to consent to any amendment, supplement, modification or waiver of or
to this Agreement or any Note, unless the same is subject to clause (i) of the
proviso to subsection 9.1.

                  (c) Any Bank may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to any
Bank, any affiliate of any Bank or any Approved Fund, and, with the consent of
the Company (unless an Event of Default has occurred and is continuing) and the
Agent (which consent in each case shall not be unreasonably withheld or delayed)
to one or more additional banks or financial institutions ("Purchasing Banks")
all or any part of its rights and/or obligations under this Agreement and the
Notes pursuant to a Commitment Transfer Supplement, if any, executed by such
Purchasing Bank, such transferor Bank and the Agent (and, in the case of a
Purchasing Bank that is not then a Bank or an affiliate thereof, by the
Company); provided, however, that (i) the Commitments purchased by such
Purchasing Bank that is not then a Bank, an affiliate of any Bank or any
Approved Fund shall be equal to or greater than $2,500,000 or such lesser amount
as may be agreed to by the Company and the Agent and (ii) the transferor Bank
which has transferred part of its Loans and Commitments to any such Purchasing
Bank shall retain a minimum Commitment, after giving effect to such sale, equal
to or greater than $5,000,000 or such lesser amount as may be agreed to by the
Company and the Agent. For purposes of the proviso contained in the preceding
sentence, the amount described therein shall be aggregated in respect of each
Bank and its related Approved Funds, if any. Upon (i) such execution of such
Commitment Transfer Supplement, (ii) delivery of an executed copy thereof to the
Company and (iii) payment by such Purchasing Bank, such Purchasing Bank shall
for all purposes be a Bank party to this Agreement and shall have all the rights
and obligations of a Bank under this Agreement, to the same extent as if it were
an original party hereto with the Commitment Percentage of the Commitments set
forth in such Commitment Transfer Supplement. Such Commitment Transfer
Supplement shall be deemed to amend this Agreement to the extent, and only to
the extent, necessary to reflect the addition of such Purchasing Bank and the
resulting adjustment of Commitment Percentages

<PAGE>   57
                                       56


arising from the purchase by such Purchasing Bank of all or a portion of the
rights and obligations of such transferor Bank under this Agreement and the
Notes. Upon the consummation of any transfer to a Purchasing Bank, pursuant to
this subsection 9.6(c), the transferor Bank, the Agent and the Company shall
make appropriate arrangements so that, if required, replacement Notes are issued
to such transferor Bank and new Notes or, as appropriate, replacement Notes, are
issued to such Purchasing Bank, in each case in principal amounts reflecting
their Commitment Percentages or, as appropriate, their outstanding Loans as
adjusted pursuant to such Commitment Transfer Supplement.

                  (d) The Agent shall maintain at its address referred to in
subsection 9.2 a copy of each Commitment Transfer Supplement delivered to it and
a register (the "Register") for the recordation of the names and addresses of
the Banks and the Commitment of, and principal amount of the Loans owing to,
each Bank from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and the Company, the Agent and the Banks may
treat each Person whose name is recorded in the Register as the owner of the
Loan recorded therein for all purposes of this Agreement. The Register shall be
available for inspection by the Company or any Bank at any reasonable time and
from time to time upon reasonable prior notice.

                  (e) Upon its receipt of a Commitment Transfer Supplement
executed by a transferor Bank and a Purchasing Bank (and, in the case of a
Purchasing Bank that is not then a Bank or an affiliate thereof, by the Company
and the Agent) together with payment to the Agent of a registration and
processing fee of $3,500, the Agent shall (i) promptly accept such Commitment
Transfer Supplement (ii) on the Transfer Effective Date determined pursuant
thereto record the information contained therein in the Register and give notice
of such acceptance and recordation to the Banks and the Company.

                  (f) Subject to subsection 6.5(g), the Company authorizes each
Bank to disclose to any Participant or Purchasing Bank (each, a "Transferee")
and any prospective Transferee any and all financial information in such Bank's
possession concerning the Company which has been delivered to such Bank by the
Company pursuant to this Agreement or which has been delivered to such Bank by
the Company in connection with such Bank's credit evaluation of the Company
prior to entering into this Agreement.

                  (g) If, pursuant to this subsection 9.6, any interest in this
Agreement or any Note is transferred to any Transferee which is organized under
the laws of any jurisdiction other than the United States or any State thereof,
the transferor Bank shall cause such Transferee, concurrently with the
effectiveness of such transfer (i) to represent to the transferor Bank (for the
benefit of the transferor Bank, the Agent and the Company) that under applicable
law and treaties no taxes will be required to be withheld by the Agent, the
Company or the transferor Bank with respect to any payments to be made to such
Transferee in respect of the Loans, (ii) to furnish to the transferor Bank (and,
in the case of any Purchasing Bank registered in the Register, the Agent and the
Company) either U.S. Internal Revenue Service Form W-8BEN or U.S. Internal
Revenue Service Form W-8ECI (wherein such Transferee claims entitlement to
complete exemption from U.S. federal withholding tax on all interest payments
hereunder) and (iii) to agree (for the benefit of the transferor Bank) to
provide the transferor Bank (and, in the case of any Purchasing Bank registered
in the Register, the Agent and the Company) a new Form


<PAGE>   58
                                       57


W-8BEN or Form W-8ECI upon the obsolescence of any previously delivered form and
comparable statements in accordance with applicable U.S. laws and regulations
and amendments duly executed and completed by such Transferee, and to comply
from time to time with all applicable U.S. laws and regulations with regard to
such withholding tax exemption.

                  (h) Notwithstanding anything to the contrary contained herein,
any Bank (a "Granting Bank") may grant to a special purpose funding vehicle that
is an Affiliate of such Bank (an "SPC"), identified as such in writing from time
to time by the Granting Bank to the Agent and the Company, the option to provide
to the Company all or any part of any Loan that such Granting Bank would
otherwise be obligated to make to the Company pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Loan and (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Bank shall be
obligated to make such Loan pursuant to the terms of this Agreement. The making
of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Bank
to the same extent and as if, such Loan were made by such Granting Bank. The
liability for any indemnity of similar payment obligations under this Agreement
shall at all times remain with the Granting Bank. In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
Person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof. In addition, notwithstanding anything to the
contrary contained in this subsection 9.6, any SPC may (i) with notice to, but
without the prior written consent of, the Company and the Agent and without
paying any processing fee thereof, assign all or a portion of its interests in
any Loans to its Granting Bank or to any other financial institutions (consented
to by the Company and the Agent) providing liquidity and/or credit support to or
for the account of such SPC to support the funding or maintenance of Loans and
(ii) disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer of provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.

                  (i) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection 9.6 concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including any pledge or
assignment by a Bank of any Loan or Note to any Federal Reserve Bank in
accordance with applicable law.

                  9.7 Adjustments; Set-off. If any Bank (a "Benefitted Bank")
shall at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by offset, pursuant to events or proceedings of the nature
referred to in subsection 7.1(f), or otherwise) in a greater proportion than any
such payment to and collateral received by any other Bank, if any, in respect of
such other Bank's Loans, or interest thereon, such Benefitted Bank shall
purchase for cash from the other Banks such portion of each such other Bank's
Loans, or shall provide such other Banks with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
Benefitted Bank to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Banks; provided, however, that if all or any
portion of such excess payment or


<PAGE>   59
                                       58


benefits is thereafter recovered from such Benefitted Bank, such purchase shall
be rescinded, and the purchase price and benefits returned, to the extent of
such recovery, but without interest. The Company agrees that each Bank so
purchasing a portion of another Bank's Loan may exercise all rights of a payment
(including, without limitation, rights of offset) with respect to such portion
as fully as if such Bank were the direct holder of such portion.

                  9.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Company and the Agent.

                  9.9 GOVERNING LAW. THIS AGREEMENT AND THE NOTES AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

                  9.10 WAIVERS OF JURY TRIAL. THE COMPANY, THE AGENT AND THE
BANKS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  9.11 Submission To Jurisdiction; Waivers. The Company hereby
irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement, or for recognition and
         enforcement of any judgment in respect thereof, to the non-exclusive
         general jurisdiction of the Courts of the State of New York, the courts
         of the United States of America for the Southern District of New York,
         and appellate courts from any thereof; and

                  (b) consents that any such action or proceeding may be brought
         in such courts, and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same.



<PAGE>   60
                                       59


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


                                    HCA - THE HEALTHCARE COMPANY



                                    By: /s/ David G. Anderson
                                        ----------------------------------------
                                        Name: David G. Anderson
                                        Title: Senior Vice President - Finance
                                               and Treasurer



                                    THE CHASE MANHATTAN BANK,
                                    as Agent and as a Bank



                                    By: /s/ Dawn Lee Lum
                                        ----------------------------------------
                                        Name: Dawn Lee Lum
                                        Title: Vice President


                                    BANK OF AMERICA, N.A.



                                    By: /s/ Kevin Wagley
                                        ----------------------------------------
                                        Name: Kevin Wagley
                                        Title: Principal


                                    CITICORP USA, INC.



                                    By: /s/ Jonathan Kim
                                        ----------------------------------------
                                        Name: Jonathan Kim
                                        Title: Vice President




<PAGE>   61
                                       60


                                    DEUTSCHE BANK AG



                                    By: /s/ William W. Archer
                                        ----------------------------------------
                                        Name: William W. Archer
                                        Title: Managing Director


                                    SUNTRUST BANK



                                    By: /s/ Mark D. Mattson
                                        ----------------------------------------
                                        Name: Mark D. Mattson
                                        Title: Director


                                    THE BANK OF NOVA SCOTIA


                                    By: /s/  W. J. Brown
                                        ----------------------------------------
                                        Name: W. J. Brown
                                        Title: Vice President


                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED



                                    By: /s/ James W. Masters
                                        ----------------------------------------
                                        Name: James W. Masters
                                        Title: Senior Vice President


                                    FLEET NATIONAL BANK, N.A.



                                    By: /s/ G. Stolzenthaler
                                        ----------------------------------------
                                        Name: G. Stolzenthaler
                                        Title: Managing Director



<PAGE>   62
                                       61


                                    THE BANK OF NEW YORK



                                    By: /s/ Ann Marie Hughes
                                        ----------------------------------------
                                        Name: Ann Marie Hughes
                                        Title: Vice President


                                    WACHOVIA BANK, N.A.



                                    By: /s/ Jessica S. Wright
                                        ----------------------------------------
                                        Name: Jessica S. Wright
                                        Title: Senior Vice President


                                    SUMITOMO MITSUI BANKING CORPORATION



                                    By: /s/ Eric Seeley
                                        ----------------------------------------
                                        Name: Eric Seeley
                                        Title: Vice President


                                    TORONTO DOMINION SECURITIES (USA) INC.



                                    By: /s/ Alva J. Jones
                                        ----------------------------------------
                                       Name: Alva J. Jones
                                       Title: Vice President


                                    AMSOUTH BANK



                                    By: /s/ William H. Berrell
                                        ----------------------------------------
                                        Name: William H. Berrell
                                        Title: Vice President



<PAGE>   63
                                       62


                                    CREDIT SUISSE FIRST BOSTON



                                    By: /s/ William S. Lutkins
                                        ----------------------------------------
                                        Name: William S. Lutkins
                                        Title: Vice President



                                    By: /s/ Robert Hetu
                                        ----------------------------------------
                                        Name: Robert Hetu
                                        Title: Director


                                    MERRILL LYNCH CAPITAL CORPORATION



                                    By: /s/ Christopher Birosak
                                        ----------------------------------------
                                        Name: Christopher Birosak
                                        Title: Director


                                    THE NORTHERN TRUST COMPANY



                                    By: /s/ Craig Smith
                                        ----------------------------------------
                                        Name: Craig Smith
                                        Title: Vice President


                                    KEYBANK NATIONAL ASSOCIATION



                                    By: /s/ Mary K. Young
                                        ----------------------------------------
                                        Name: Mary K. Young
                                        Title: Vice President



<PAGE>   64
                                       63


                                    WELLS FARGO BANK, N.A.



                                    By: /s/ Carol Polasky
                                        ----------------------------------------
                                        Name: Carol Polasky
                                        Title: Vice President


                                    COMERICA BANK



                                    By: /s/ Colleen M. Murphy
                                        ----------------------------------------
                                        Name: Colleen M. Murphy
                                        Title: Vice President


                                    NATIONAL CITY BANK



                                    By: /s/ Robert S. Coleman
                                        ----------------------------------------
                                        Name: Robert S. Coleman
                                        Title: Senior Vice President