<PAGE>

                                                                   EXHIBIT 10.21

--------------------------------------------------------------------------------







                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                            FIRST UNION NATIONAL BANK
                 as Administrative Agent and as Issuing Lender,

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent,

                                 UBS WARBURG LLC
                           as Co-Documentation Agent,

                        MERRILL LYNCH CAPITAL CORPORATION
                           as Co-Documentation Agent,

                                VARIOUS LENDERS,

                                       and

                           PROVINCE HEALTHCARE COMPANY
                                   as Borrower

                     $203,000,000 Revolving Credit Facility

                          FIRST UNION SECURITIES, INC.
                    as Sole Book-Runner and Co-Lead Arranger

                              BANK OF AMERICA, N.A.
                               as Co-Lead Arranger

                          Dated as of November 13, 2001

--------------------------------------------------------------------------------



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                PAGE
<S>      <C>                                                                    <C>
                                    ARTICLE I

                                   DEFINITIONS

1.1      Defined Terms............................................................1
1.2      Accounting Terms........................................................30
1.3      Singular/Plural.........................................................31
1.4      Other Terms.............................................................31

                                   ARTICLE II

                AMOUNT AND TERMS OF THE LOANS; LETTERS OF CREDIT

2.1      The Loans...............................................................31
2.2      Borrowings..............................................................32
2.3      Notes...................................................................36
2.4      Termination and Reduction of Commitments and Swingline Commitment.......37
2.5      Payments; Voluntary, Mandatory..........................................37
2.6      Interest................................................................40
2.7      Fees....................................................................41
2.8      Interest Periods........................................................42
2.9      Conversions and Continuations...........................................43
2.10     Method of Payments; Computations........................................45
2.11     Increased Costs; Change in Circumstances; Illegality; etc...............46
2.12     Taxes...................................................................48
2.13     Compensation............................................................51
2.14     Use of Proceeds.........................................................51
2.15     Recovery of Payments....................................................52
2.16     Pro Rata Treatment......................................................52
2.17     Letters of Credit.......................................................53
2.18     Replacement of Lenders..................................................59

                                   ARTICLE III

                             CONDITIONS OF BORROWING

3.1      Conditions to Effectiveness.............................................60
3.2      Conditions to All Loans and Advances....................................66
3.3      Waiver of Conditions Precedent..........................................66
</TABLE>

                                       i


<PAGE>

<TABLE>
<S>      <C>                                                                     <C>
                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

4.1      Corporate Organization and Power; Capital Structure.....................67
4.2      Subsidiaries............................................................67
4.3      Enforceability of Loan Documents; Compliance with Other Instruments.....68
4.4      Governmental and Third-Party Authorization..............................68
4.5      Financial Statements....................................................69
4.6      Solvency................................................................70
4.7      Places of Business......................................................70
4.8      Leased Properties.......................................................70
4.9      Realty..................................................................71
4.10     Assets for Conduct of Business..........................................71
4.11     Insurance...............................................................71
4.12     Ownership of Properties.................................................71
4.13     First Priority..........................................................71
4.14     Litigation; Government Regulation.......................................72
4.15     Taxes...................................................................72
4.16     ERISA; Employee Benefits................................................72
4.17     Compliance with Laws....................................................74
4.18     Environmental Matters...................................................74
4.19     Margin Securities.......................................................75
4.20     Full Disclosure.........................................................75
4.21     Contracts; Labor Disputes...............................................75
4.22     Reimbursement from Third Party Payors...................................76
4.23     Fraud and Abuse.........................................................76
4.24     Event of Default........................................................77
4.25     Single Business Enterprise..............................................77
4.26     Subordinated Notes......................................................77
4.27     Regulated Industries....................................................77

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

5.1      Financial and Business Information about the Borrower...................77
5.2      Notice of Certain Events................................................80
5.3      Corporate Existence and Maintenance of Properties.......................81
5.4      Maintenance of Insurance................................................82
5.5      Maintenance of Books and Records; Inspection............................83
5.6      Compliance with ERISA...................................................83
5.7      Payment of Obligations..................................................83
5.8      Compliance with Laws....................................................84
5.9      Name Change.............................................................84
5.10     Disbursement of Proceeds by the Borrower................................84
5.11     Creation or Acquisition of New Subsidiaries.............................85
</TABLE>



                                       ii


<PAGE>
<TABLE>
<S>      <C>                                                                     <C>
5.12     Certain Permitted Acquisitions; Asset Purchases.........................85
5.13     Lease of Realty.........................................................87
5.14     Further Assurances......................................................87
5.15     Cash Deposits...........................................................87
5.16     Updates to Schedules....................................................87
5.17     Use of Proceeds.........................................................88
5.18     Post-Closing Deliveries.................................................88

                                   ARTICLE VI

                               NEGATIVE COVENANTS

6.1      Merger, Consolidation...................................................88
6.2      Debt....................................................................89
6.3      Contingent Obligations..................................................90
6.4      Liens and Encumbrances..................................................91
6.5      Disposition of Assets...................................................91
6.6      Transactions with Related Persons.......................................92
6.7      Restricted Investments..................................................92
6.8      Restricted Payments; Certain Distributions; Preferred Stock.............94
6.9      Consolidated Debt to Consolidated EBITDA................................94
6.10     Consolidated Senior Debt to Consolidated EBITDA.........................94
6.11     Joint Venture EBITDA....................................................95
6.12     Minimum Net Worth.......................................................95
6.13     Fixed Charge Coverage...................................................95
6.14     Sale and Leaseback......................................................95
6.15     New Business............................................................95
6.16     Subsidiaries or Partnerships............................................95
6.17     Management Contracts....................................................95
6.18     Limitation on Certain Restrictions......................................96
6.19     No Other Negative Pledges...............................................96
6.20     Hazardous Wastes........................................................96
6.21     Fiscal Year.............................................................97
6.22     Amendments; Prepayments of Debt, Etc....................................97
6.23     No Inconsistent Transactions or Agreements..............................98
6.24     Fraud and Abuse.........................................................98
6.25     Compliance with ERISA...................................................99

                                   ARTICLE VII

                                EVENTS OF DEFAULT

7.1      Events of Default.......................................................99
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>      <C>                                                                    <C>
                                  ARTICLE VIII

                   RIGHTS AND REMEDIES AFTER EVENT OF DEFAULT

8.1      Remedies;  Termination of Commitments, Acceleration, Etc...............102
8.2      Right of Setoff........................................................103
8.3      Rights and Remedies Cumulative; Non-Waiver; Etc........................104

                                   ARTICLE IX

                                    THE AGENT

9.1      Appointment............................................................104
9.2      Nature of Duties.......................................................104
9.3      Exculpatory Provisions.................................................105
9.4      Reliance by the Agent..................................................105
9.5      Non-Reliance on Agent and Other Lenders................................105
9.6      Notice of Default......................................................106
9.7      Indemnification........................................................106
9.8      The Agent in its Individual Capacity...................................107
9.9      Successor Agent........................................................107
9.10     Collateral Matters.....................................................108
9.11     Issuing Lender and Swingline Lender....................................108
9.12     Syndication Agent; Documentation Agents................................108

                                    ARTICLE X

                                  MISCELLANEOUS

10.1     Survival...............................................................108
10.2     Governing Law; Consent to Jurisdiction.................................109
10.3     Arbitration; Remedies..................................................110
10.4     Notice.................................................................111
10.5     Assignments, Participations............................................112
10.6     Fees and Expenses......................................................116
10.7     Indemnification........................................................117
10.8     Amendments, Waivers, Etc...............................................117
10.9     Rights and Remedies Cumulative, Non-Waiver, Etc........................118
10.10    Binding Effect, Assignment.............................................119
10.11    Severability...........................................................119
10.12    Entire Agreement.......................................................119
10.13    Interpretation.........................................................119
10.14    Counterparts; Effectiveness............................................120
10.15    Conflict of Terms......................................................120
10.16    Injunctive Relief......................................................120
10.17    Confidentiality........................................................120
10.18    Effect of Amendment and Restatement....................................120
</TABLE>


                                       iv
<PAGE>


         EXHIBITS

A-1      Form of Revolving Credit Note
A-2      Form of Swingline Note
B-1      Notice of Borrowing
B-2      Notice of Conversion/Continuation
B-3      Notice of Commitment Conversion
B-4      Notice of Swingline Borrowing
B-5      Letter of Credit Request
C        Compliance Certificate
         Attachment A:  Covenant Compliance Worksheet
         Attachment B:  Interest Rate Calculation Worksheet
D        Assignment and Acceptance Agreement
E        Financial Condition Certificate

         SCHEDULES

1.1      Excluded Capital Expenditures
1.1(a)   Existing Liens
4.1(a)   Foreign Jurisdiction; Names
4.1(b)   Convertible and Other Securities
4.2      Subsidiaries
4.3      Enforceability; Compliance with Other Instruments
4.4      Consents, Authorizations and Filings
4.3      Compliance with Other Instruments
4.7      Principal Places of Business
4.8      Leased Properties
4.9      Realty
4.11     Insurance
4.12     Title to Assets
4.14     Litigation; Government Regulation
4.15     Taxes
4.16     ERISA Matters
4.18     Environmental Matters
6.2      Existing Debt
6.3      Contingent Obligations
6.6      Transactions with Related Persons
6.7      Restricted Investments
6.8      Distributions
6.17     Intercompany Management Agreements



                                       v

<PAGE>
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

         THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 13th
day of November, 2001 (the "Credit Agreement" or "Agreement"), is made between
PROVINCE HEALTHCARE COMPANY, a Delaware corporation with its principal offices
in Brentwood, Tennessee (the "Borrower"); the banks and other financial
institutions from time to time parties hereto (each, a "Lender," and
collectively, the "Lenders"); FIRST UNION NATIONAL BANK, as Administrative Agent
(the "Agent") and as Issuing Lender; BANK OF AMERICA, N.A., as Syndication Agent
(the "Syndication Agent"), UBS WARBURG LLC, as Co-Documentation Agent; and
MERRILL LYNCH CAPITAL CORPORATION, as Co-Documentation Agent (together with UBS
Warburg LLC, the "Documentation Agents"); and amends the Second Amended and
Restated Credit Agreement, dated as of the 10th day of September, 1999.

                                    RECITALS

         A. The Borrower, certain banks and other financial institutions, and
the Agent are parties to a Second Amended and Restated Credit Agreement, dated
as of September 10, 1999, as amended by a First Amendment to Credit Agreement
and Consent, dated as of November 13, 2000 and a Second Amendment to Credit
Agreement and Consent, dated as of October 9, 2001 (as amended, the "Original
Credit Agreement"), providing for the availability to the Borrower of a
revolving credit facility in the aggregate principal amount of $255,288,462, on
the terms and subject to the conditions set forth therein.

         B. The Borrower has requested certain amendments to the Original Credit
Agreement, including that the Lenders make available to the Borrower, in lieu of
the revolving credit facility made available under the Original Credit
Agreement, a revolving credit facility in the aggregate principal amount of up
to $203,000,000. The Lenders have agreed to such amendments and to make a
$203,000,000 revolving credit facility available to the Borrower by amending and
restating the Original Credit Agreement in its entirety on the terms and subject
to the conditions hereinafter set forth.

                                    AGREEMENT

         NOW THEREFORE, in consideration of the mutual provisions, covenants and
agreements herein contained, the parties hereto hereby agree that, as of the
Amendment Effective Date, the Original Credit Agreement shall be amended and
restated in its entirety as follows:

                                   ARTICLE I


                                   DEFINITIONS

         1.1 Defined Terms. For purposes of this Credit Agreement, in addition
to the terms defined elsewhere in this Credit Agreement, the following terms
shall have the meanings set forth below:




<PAGE>

         "2000 Subordinated Note Indenture" shall mean the Indenture, dated
November 20, 2000, between the Borrower and National City Bank, as trustee, as
amended, modified, supplemented or restated from time to time in accordance with
the terms of this Agreement.

         "2001 Subordinated Note Indenture" shall mean the Indenture, dated
October 10, 2001, between the Borrower and National City Bank, as trustee, as
amended, modified, supplemented or restated from time to time in accordance with
the terms of this Agreement.

         "4-1/2% Subordinated Notes" shall mean $150,000,000 in aggregate
principal amount of the Borrower's 4-1/2% Convertible Subordinated Notes Due
2005 issued pursuant to the 2000 Subordinated Note Indenture, as amended,
modified, supplemented or restated from time to time in accordance with the
terms of this Agreement.

         "4-1/4% Subordinated Notes" shall mean up to $172,500,000 in aggregate
principal amount of the Borrower's 4-1/4% Convertible Subordinated Notes Due
2008 issued pursuant to the 2001 Subordinated Note Indenture, as amended,
modified, supplemented or restated from time to time in accordance with the
terms of this Agreement.

         "AAA" shall have the meaning assigned to such term in SECTION 10.3(A).

         "ABR Loan" shall mean, at any time, any Loan that bears interest at
such time at the Alternate Base Rate.

         "Account Designation Letter" shall mean a letter from the Borrower to
the Agent, duly completed and signed by an Authorized Officer of the Borrower,
listing any one or more accounts to which the Borrower may from time to time
request the Agent to forward the proceeds of any Loans made hereunder.

         "Accounts" shall mean all "accounts," within the meaning of the Uniform
Commercial Code, of the Borrower and each of its Subsidiaries, including,
without limitation, (to the extent permitted by law) any existing and future
Medicare, Medicaid, MediCal and other similar accounts receivable.

         "Acquisition" shall mean any acquisition consummated on or after the
date hereof, whether in a single transaction or series of related transactions,
by the Borrower or any one or more of its Subsidiaries, or any combination
thereof, of (i) all or a substantial part of the assets, equity or a going
business or division, of any Person, whether through purchase of assets or
securities, by merger or otherwise (including, without limitation, the
acquisition of a Facility or an operating lease for a Facility), or (ii)
securities or other ownership interests of any Person having at least a majority
of combined voting power of the then outstanding securities or other ownership
interests of such Person.

         "Acquisition Amount" shall mean, with respect to any Permitted
Acquisition, the sum (without duplication) of (i) the amount of cash paid by the
Borrower and its Subsidiaries in connection with such Permitted Acquisition,
(ii) the Fair Market Value of all Capital Stock of the Borrower or any of its
Subsidiaries issued or given in connection with such Permitted Acquisition,
(iii) the amount (determined by using the face amount or the amount payable at
maturity, whichever is greater) of all Debt incurred, assumed or acquired in
connection with such



                                       2
<PAGE>

Permitted Acquisition, (iv) all additional purchase price amounts in the form of
earnouts and other contingent obligations, (v) all amounts paid in respect of
covenants not to compete, consulting agreements and other affiliated contracts
in connection with such Permitted Acquisition other than bona fide employment
and similar agreements not a part of the allocation of the purchase price, (vi)
the actual amount (or if not then available, a reasonable estimate thereof) of
all transaction fees and expenses (including, without limitation, legal,
accounting and finder fees and expenses) incurred by the Borrower and its
Subsidiaries in connection with such Acquisition, and (vii) the aggregate Fair
Market Value of all other consideration given by the Borrower and its
Subsidiaries in connection with such Permitted Acquisition. All Capital
Expenditures made or projected to be incurred by the Borrower or its
Subsidiaries within ninety (90) days and in connection with any Permitted
Acquisition shall be included in the Acquisition Amount attributable to such
Permitted Acquisition and shall not be included in the calculation of Capital
Expenditures for purposes of Section 6.13.

         "Adjusted LIBOR Rate" shall mean, at any time with respect to any LIBOR
Loan, a rate per annum equal to the LIBOR Rate plus the Applicable Margin for
LIBOR Loans, each as in effect at such time.

         "Affiliate" shall mean, as to any Person, each of the Persons that
directly, or indirectly through one or more intermediaries, owns or controls, or
is controlled by or under common control with, such Person. For the purpose of
this definition, "control" means (i) the possession, directly or indirectly, of
the power to direct or cause the direction of management and policies, whether
through the ownership of voting securities, by contract or otherwise or (ii) the
beneficial ownership of securities or other ownership interests of such Person
having 15% or more of the combined voting power of the then outstanding
securities or other ownership interests of such Person ordinarily (and apart
from rights accruing under special circumstances) having the right to vote in
the election of directors or other governing body of such Person.

         "After-Acquired Pledgor" shall mean each Subsidiary that is party to
the Pledge Agreement but is not party to the Security Agreement and any
Subsidiary that becomes a party to the Pledge Agreement after the Amendment
Effective Date.

         "Agent" shall mean First Union, in its capacity as administrative agent
as appointed in ARTICLE IX hereof, and its permitted successors and assigns.

         "Agreement" or "this Agreement" or "Credit Agreement" shall mean this
Third Amended and Restated Credit Agreement and any further amendments,
modifications and supplements hereto, any replacements, renewals, extensions and
restatements hereof, and any substitutes herefor, in whole or in part, and all
schedules and exhibits hereto, and shall refer to this Agreement as the same may
be in effect at the time such reference becomes operative.

         "Alternate Base Rate" shall mean, at any time with respect to any ABR
Loan, a rate per annum equal to the Base Rate plus the Applicable Margin for ABR
Loans, each as in effect at such time.




                                       3
<PAGE>

         "Amendment Effective Date" shall mean the date on which all conditions
precedent set forth in SECTION 3.1 have been satisfied or waived in accordance
with the terms of this Agreement.

         "Applicable Margin" shall mean, at any time from and after the
Amendment Effective Date, the applicable percentage (a) to be added to the Base
Rate pursuant to SECTION 2.6 for purposes of determining the Alternate Base
Rate, and (b) to be added to the LIBOR Rate pursuant to SECTION 2.6 for purposes
of determining the Adjusted LIBOR Rate, as determined under the following matrix
with reference to the ratio of Consolidated Debt to Consolidated EBITDA
calculated as provided below:

<TABLE>
<CAPTION>
        Ratio of Consolidated
               Debt to                   Applicable Margin          Applicable Margin
        Consolidated EBITDA                 (ABR Loans)               (LIBOR Loans)
        -------------------                 -----------               -------------
<S>                                      <C>                        <C>
     Greater than or equal to                  1.00%                      2.25%
     3.0 to 1.0

     Less than 3.0 to 1.0 but                  0.75%                      2.00%
     greater than or equal to
     2.5 to 1.0

     Less than 2.5 to 1.0 but                  0.50%                      1.75%
     greater than or equal to
     2.0 to 1.0

     Less than 2.0 to 1.0, but                 0.25%                      1.50%
     greater than or equal to
     1.5 to 1.0

     Less than 1.5 to 1.0                      0.00%                      1.25%
</TABLE>

         From the Amendment Effective Date until the fifth (5th) Business Day
after receipt by the Agent of the financial statements for the fiscal year
ending December 31, 2001 pursuant to SECTION 5.1(B) (together with a Compliance
Certificate), the Applicable Margin shall be 2.25% for LIBOR Loans and 1.00% for
ABR Loans. From the date of the receipt of the financial statements referenced
in the preceding sentence until the fifth (5th) Business Day after receipt by
the Agent of the financial statements for the fiscal quarter ending March 31,
2002 pursuant to SECTION 5.1(A) below (together with a Compliance Certificate),
the Applicable Margin shall be not less than 2.00% for LIBOR Loans and 0.75% for
ABR Loans. Subject to the two preceding sentences, the Applicable Margins shall
be reset from time to time in accordance with the above matrix effective on the
fifth (5th) Business Day after receipt by the Agent in accordance with SECTIONS
5.1(A) or (B) of financial statements together with a Compliance Certificate
attaching an Interest Rate Calculation Worksheet (reflecting the computation of
the ratio of Consolidated Debt to Consolidated EBITDA as of the last day of the
preceding fiscal quarter or fiscal year, as appropriate) that provides for
different Applicable Margins than those then in effect; provided, however, that,
notwithstanding the foregoing or anything else herein to the contrary, if at any
time the Borrower shall have failed to deliver the financial statements and a
Compliance


                                       4
<PAGE>


Certificate as required by SECTION 5.1(A) or SECTION 5.1(B), as the case may be,
and SECTION 5.1(D), then at the election of the Required Lenders, at all times
from and including the date on which such statements and Compliance Certificate
are required to have been delivered to the date on which the same shall have
been delivered, each Applicable Margin shall be determined in accordance with
the above matrix as if the ratio of Consolidated Debt to Consolidated EBITDA
were greater than or equal to 3.0 to 1.0 (notwithstanding such actual ratio).

         "Arbitration Rules" shall have the meaning given to such term in
SECTION 10.3(A).

         "Assignment and Acceptance" shall mean an Assignment and Acceptance
Agreement entered into between a Lender and an Eligible Assignee, and accepted
by the Agent, in substantially the form of EXHIBIT D.

         "Assignment Restrictions" shall mean (i) with respect to any contracts
or agreements assigned to the Agent, on behalf of the Lenders, as Collateral by
the Borrower or any of its Subsidiaries, any restriction or prohibition on
assignment that has not been waived or consented to by the Person for whose
benefit such restriction or prohibition exists; provided that such restriction
or prohibition will not be permitted if the Agent has required such waiver or
consent, such requirement of waiver or consent not to unreasonably interfere
with the ordinary course of business of the Borrower and its Subsidiaries and
may only be required with respect to a material contract, and (ii) with respect
to Medicare, Medicaid and MediCal accounts receivable, assignment restrictions
as provided in the Medicare Regulations, the Medicaid Regulations and the
MediCal Regulations.

         "Authorized Officer" shall mean any of (i) the Chief Executive Officer,
Chief Financial Officer, Secretary, Vice President-Finance or Vice
President-Controller, and (ii) any other officer of the Borrower authorized by
resolution of the board of directors of the Borrower to take the action
specified herein with respect to such officer and whose signature and incumbency
shall have been certified to the Agent by the secretary or an assistant
secretary of the Borrower.

         "Bankruptcy Code" shall mean 11 U.S.C. ss. 101 et seq., as amended from
time to time, and any successor statute or statute having substantially the same
function.

         "Base Rate" shall mean the higher of (i) the Prime Rate, or (ii)
one-half percentage point (0.5%) plus the Federal Funds Rate, as adjusted to
conform to changes as of the opening of business on the date of any such change
in the Federal Funds Rate.

         "Bloodborne Pathogens Standard" shall mean the Final Standard for
Occupational Exposure to Bloodborne Pathogens promulgated by OSHA at 56 Federal
Register 64004 et seq. (December 6, 1991) and codified at 29 C.F.R. ss.
1910.1030, or any similar regulation promulgated by any Governmental Authority.

         "Borrower" shall mean Province Healthcare Company, a Delaware
corporation, and its successors and assigns.

         "Borrowing" shall mean the incurrence by the Borrower on a given date
(including as a result of conversions of outstanding Loans pursuant to SECTION
2.9) of a group of Loans of a single Type (or a Swingline Loan made by the
Swingline Lender) having in the case of LIBOR



                                       5
<PAGE>

Loans, the same Interest Period, provided that ABR Loans incurred pursuant to
SECTION 2.11(C) shall be considered part of the related Borrowing of LIBOR
Loans.

         "Borrowing Date" shall have the meaning assigned to such term in
SECTION 2.2(B).

         "Business Day" shall mean (i) any day other than a Saturday or Sunday,
a legal holiday or a day on which commercial banks in Charlotte, North Carolina
are required by law to be closed and (ii) in respect of any determination
relevant to a LIBOR Loan or any Swap Agreement, any such day that is also a day
on which tradings are conducted in the London interbank Eurodollar market.

         "Capital Asset" shall mean any asset that would, in accordance with
Generally Accepted Accounting Principles, be required to be classified and
accounted for as a capital asset.

         "Capital Expenditures" shall mean, for any measurement period, the
aggregate amount (whether paid in cash or accrued as a liability) that would, in
accordance with Generally Accepted Accounting Principles, be included on the
consolidated statement of cash flows of the Borrower and its Subsidiaries for
such period as additions to equipment, fixed assets, real property or
improvements or other Capital Assets (including, without limitation, Capital
Lease Obligations); provided, however, that Capital Expenditures shall not
include (i) any such expenditures made in connection with a Permitted
Acquisition (as described under the definition of Acquisition Amount), (ii)
Capital Expenditures in the amounts budgeted for the fiscal quarters set forth
on SCHEDULE 1.1 hereto for the capital projects described on SCHEDULE 1.1
hereto, and (iii) Excluded Capital Expenditures; provided, that such Excluded
Capital Expenditures are (A) expressly identified by the Borrower in such
capital budget for exclusion from this definition of Capital Expenditures and
(B) approved for exclusion by the Required Lenders (such approval to be made on
an annual basis as provided in SECTION 5.1(F)).

         "Capital Lease" shall mean any lease of any property that would, in
accordance with Generally Accepted Accounting Principles, be required to be
classified and accounted for as a capital lease on the balance sheet of the
lessee.

         "Capital Lease Obligation" shall mean, with respect to any Capital
Lease, the amount of the obligation of the lessee thereunder that, in accordance
with Generally Accepted Accounting Principles, are required to appear on a
balance sheet as a liability of such lessee in respect of such Capital Lease.

         "Capital Stock" shall mean (i) with respect to any Person that is a
corporation, any and all shares, interests or equivalents in capital stock
(whether voting or nonvoting, and whether common or preferred) of such
corporation, and (ii) with respect to any Person that is not a corporation, any
and all partnership, membership, limited liability company or other equity
interests of such Person; and in each case, any and all warrants, rights or
options to purchase any of the foregoing.

         "Cash Collateral Account" shall have the meaning assigned to such term
in SECTION 2.17(I).




                                       6
<PAGE>

         "Cash Investments" shall mean (i) marketable direct obligations (x)
issued or unconditionally guaranteed by the United States of America, including,
without limitation, U.S. Treasury bills, notes, bonds and strips or (y) issued
by any agency thereof having a rating of A or higher by Standard & Poor's or A-2
or higher by Moody's Investors Service, Inc., in each case maturing within one
year from the date of acquisition thereof; (ii) marketable direct obligations
issued by any state of the United States of America or any political subdivision
of any such state or any public instrumentality thereof maturing within one year
from the date of acquisition thereof and, at the time of acquisition, having the
highest rating obtainable from either Standard & Poor's Rating Services or
Moody's Investors Service, Inc.; (iii) marketable commercial paper (including
corporate bonds and medium term notes) maturing no more than one year from the
date of creation thereof and, at the time of acquisition, having a rating of at
least A-1 or the equivalent thereof by Standard & Poor's Rating Services or at
least P-1 or the equivalent thereof by Moody's Investors Service, Inc.; (iv)
demand deposits, time deposits and certificates of deposit maturing within one
(1) year from the date of issuance thereof and issued by a Lender or a bank or
trust company organized under the laws of the United States of America or any
state thereof and having a long term debt rating by Standard & Poor's Rating
Services of A or higher; (v) repurchase agreements with a term not exceeding
seven days with respect to underlying securities of the types described in
clause (I) above entered into with a bank or trust company meeting the
qualifications specified in clause (IV) above; (vi) money market instruments
constituting securities having a rating of at least A-1, P-1, F-1, D-1 or the
equivalent thereof by Standard & Poor's Rating Services and/or Moody's Investors
Service, Inc. and/or any other nationally recognized credit rating organizations
at the time of purchase, (vii) asset-backed securities with an assumed average
life of no more than one year from the date of purchase and having a rating of
at least AA or the equivalent thereof by Standard & Poor's Rating Services
and/or Moody's Investors Service, Inc., (viii) mortgage-backed pass-through
securities having a rating of at least AAA or the equivalent thereof by Standard
& Poor's Rating Services and/or Moody's Investors Service, Inc., (ix) mutual
funds that invest solely in any of the items described above and (x) investments
of the type described above having a duration greater than the duration for such
investment described above, in each case approved by the Agent and consistent
with the cash investment policy of the Borrower.

         "Cash Management Line of Credit" shall mean a cash management line of
credit between the Borrower and First Union in an aggregate principal amount not
in excess of $5,000,000.

         "Cash Taxes" shall mean, for any measurement period, the aggregate
amount of cash payments made by or on behalf of the Borrower or any of its
Subsidiaries to Governmental Authorities for taxes, levies, charges or
withholdings during such measurement period.

         "Change of Control" shall mean (i) any Person or "group" (within the
meaning of Section 13(d)(3) under the Exchange Act), shall, directly or
indirectly, as a result of a tender or exchange offer, open market purchases,
privately negotiated purchases or otherwise, have become, after the Amendment
Effective Date, the "beneficial owner" (within the meanings of Rules 13d-3 and
13d-5 under the Exchange Act) of securities of the Borrower representing 30% or
more of the combined voting power of the then outstanding securities of the
Borrower ordinarily (and apart from rights accruing under special circumstances)
having the right to vote in the election of directors, assuming the conversion,
exchange or exercise into or for voting stock of all outstanding shares so
convertible, (ii) the members of the Board of Directors of the Borrower



                                       7
<PAGE>

shall cease to consist of a majority of the individuals (y) who constituted the
Board of Directors as of the date hereof or (z) who shall have become members
thereof subsequent to the date hereof after having been nominated, or otherwise
approved in writing, by at least a majority of individuals who constituted the
Board of Directors of the Borrower as of the date hereof, (iii) a "Change of
Control" (as defined in the 2000 Subordinated Note Indenture) shall occur under
the 2000 Subordinated Note Indenture; or (iv) a "Change of Control" (as defined
in the 2001 Subordinated Note Indenture) shall occur under the 2001 Subordinated
Note Indenture. For purposes of this definition, "voting power" shall be
determined with reference to the then outstanding Capital Stock of the Borrower
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote in the election of directors, assuming the conversion,
exchange or exercise into or for voting Capital Stock of all outstanding
securities of the Borrower other than voting Capital Stock.

         "CMS" shall mean the Centers for Medicare and Medicaid Services
(formerly known as the United States Health Care Financing Administration) and
any successor agency.

         "Collateral" shall mean all the assets, property and interests in
property of the Borrower and its Subsidiaries, whether now owned or hereafter
acquired, that shall, from time to time, be pledged or be purported to be
pledged as direct or indirect security for the Credit Obligations or the
Guaranty Obligations pursuant to any one or more Security Documents; provided,
that except for Realty subject to the Mortgages, "Collateral" shall not include
Realty acquired after March 30, 1998 by the Borrower or any of its Subsidiaries
(other than Havasu Regional Medical Center and Palestine Regional Medical Center
(formerly known as Trinity Valley Medical Center)).

         "Commitment" shall mean, for any Lender, such Lender's Revolving Credit
Commitment including its Swingline Commitment.

         "Company Obligations" has the meaning given to such term in the
Participation Agreement.

         "Compliance Certificate" shall mean a fully completed certificate in
the form of EXHIBIT C.

         "Consolidated Debt" shall mean, at any date, the aggregate (without
duplication) of all Debt of the Borrower and its Subsidiaries as of such date,
determined on a consolidated basis in accordance with Generally Accepted
Accounting Principles.

         "Consolidated EBITDA" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis as of the last day of any measurement
period, (i) Consolidated Net Income for the twelve-month period ending on such
date, plus (ii) (to the extent taken into account in the calculation of
Consolidated Net Income for such period), the sum of Interest Expense, taxes,
depreciation and amortization of intangible assets; provided that Consolidated
EBITDA shall exclude the effect of (a) gains on the sale, conversion or other
disposition of Capital Assets (other than gains on the sale or disposition of
assets in the ordinary course of business not constituting extraordinary gains),
(b) gains on the acquisition, retirement, sale or other disposition of Capital
Stock of such Person or any of its Subsidiaries (other than gains on the sale



                                       8
<PAGE>

or disposition of assets in the ordinary course of business not constituting
extraordinary or nonrecurring gains), (c) gains on the collection of life
insurance proceeds, (d) any write-up of any asset, (e) any other gain or credit
of an extraordinary nature, and (f) noncash losses not in excess of $1,000,000
for any twelve-month measurement period or otherwise approved in writing by the
Agent, in each case to the extent taken in to account in the calculation of
Consolidated Net Income for such period. Consolidated EBITDA shall be deemed to
include, without duplication, the EBITDA (as presented in year one (1) of the
projections presented to the Lenders in SECTION 5.12(C)(III) (for each such
acquisition, "Historical EBITDA")) of any business acquired and operated by the
Borrower or any Subsidiary after the commencement of the relevant measurement
period, as if such business had been acquired by the Borrower or such Subsidiary
as of the first day of such measurement period, subject to pro forma expense
adjustments as set forth below; provided that such EBITDA is supported by
financial statements, tax returns or other financial data acceptable to the
Agent in its sole discretion and provided, further, that the Borrower shall use,
for covenant calculation purposes, subject to pro forma expense adjustments as
set forth below, (i) 12-months Historical EBITDA for such acquired business for
the two measurement periods ending immediately after such acquisition, (ii)
6-months Historical EBITDA and 6-months actual EBITDA for such acquired business
for the third measurement period ending immediately after such acquisition,
(iii) 3-months Historical EBITDA and 9-months actual EBITDA for such acquired
business for the fourth measurement period ending immediately after such
acquisition and (iv) 12-months actual EBITDA for all subsequent measurement
periods. Calculations of Consolidated EBITDA shall exclude the results of
operations of any entity disposed of by the Borrower or any Subsidiary at any
time after the first day of the relevant measurement period. Consolidated EBITDA
shall be adjusted for pro forma expense adjustments in connection with newly
acquired entities, if and only to the extent approved in writing by the Required
Lenders; provided that if an acquisition is approved by the Required Lenders in
writing pursuant to SECTION 5.12(F)(IV) after provision to the Lenders of the
information required by SECTION 5.12(C)(III), the approval of such acquisition
shall constitute approval of Historical EBITDA for purposes of this Agreement.

         "Consolidated EBITDAR" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis as of the last day of any measurement
period, Consolidated EBITDA plus Facility Rent Expense for the twelve-month
period ending on such date.

         "Consolidated Net Income" shall mean, for any measurement period for
any Person, the net income (or loss) of such Person and its Subsidiaries, on a
consolidated basis and excluding intercompany items, for such measurement
period, determined in accordance with Generally Accepted Accounting Principles.
With respect to the Borrower, Consolidated Net Income shall exclude any net
income (or loss) attributable to Non-Wholly Owned Subsidiaries to the extent (a)
such net income (or loss) is attributable to the proportionate share of the
Interests in such entities owned by Persons other than the Borrower or a wholly
owned subsidiary, or (b) cash distributions to the Borrower or another
Subsidiary in respect of net income are restricted or prohibited under any
applicable partnership or joint venture agreement or other applicable governing
documents of such Non-Wholly Owned Subsidiary.

         "Consolidated Net Worth" shall mean, as of any date of determination,
the net worth of the Borrower and its Subsidiaries as of such date, determined
on a consolidated basis in accordance with Generally Accepted Accounting
Principles.



                                       9
<PAGE>

         "Consolidated Senior Debt" shall mean, as of any date of determination,
Consolidated Debt less Subordinated Debt.

         "Contingent Obligation" shall mean, with respect to any Person, any
direct or indirect liability of such Person with respect to any Debt, lease,
dividend, guaranty, letter of credit (other than a standby letter of credit with
no reasonable likelihood of draw, in the reasonable opinion of the Agent) or
other obligation (the "primary obligation") of another Person (the "primary
obligor"), whether or not contingent, (a) to purchase, repurchase or otherwise
acquire such primary obligations or any property constituting direct or indirect
security therefor, (b) to advance or provide funds (i) for the payment or
discharge of any such primary obligation or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet item, level of income or financial condition of
the primary obligor, (c) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor in respect thereof to make payment of such
primary obligation, or (d) otherwise to assure or hold harmless the owner of any
such primary obligation against loss or failure or inability of the primary
obligor to perform in respect thereof. The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Contingent Obligation is made
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by such Person in good faith.

         "Covenant Compliance Worksheet" shall mean a fully completed
certificate in the form of Attachment A to EXHIBIT C.

         "Credit Obligations" shall mean and include (i) the Loans, any
Reimbursement Obligations and all other loans, advances, indebtedness,
liabilities, indemnities and obligations owing, arising, due or payable from the
Borrower to the Agent, the Issuing Lender, any Lender or any other Person
entitled thereto of any kind or nature, present or future, howsoever evidenced,
created, incurred, acquired or owing, that arise under this Agreement, the Notes
or the other Loan Documents, whether direct or indirect (including those
acquired by assignment), absolute or contingent, primary or secondary, due or to
become due, now existing or hereafter arising and however acquired, and (ii) all
interest (including, to the extent permitted by law, all post-petition
interest), charges, expenses, fees, attorneys' fees and any other sums payable
by the Borrower to the Agent, the Issuing Lender, any Lender or any other Person
entitled thereto under this Agreement, or any of the other Loan Documents (other
than any interest payments or lease payments made in connection with the End
Loaded Lease Facility), and (iii) all payment and other obligations owing or
payable at any time by the Borrower to any Lender or any Affiliate of any Lender
in connection with any Swap Agreement required or permitted by this Agreement.

         "Debt" shall mean, with respect to any Person or group of Persons,
without duplication, (i) all indebtedness of such Person for money borrowed or
in respect of loans or advances of any kind, (ii) all reimbursement obligations
of such Person with respect to surety bonds, letters of credit and bankers'
acceptances (in each case, whether or not matured) in the stated amount thereof,
(iii) all obligations of such Person evidenced by notes, bonds, debentures or
similar instruments, (iv) all obligations of such Person to pay the deferred
purchase price of property or services (including earnouts and other similar
contingent obligations, calculated in accordance with Generally Accepted
Accounting Principles), other than trade payables, (v) all indebtedness



                                       10
<PAGE>

created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (vi) all Capital Lease
Obligations of such Person, (vii) all monetary obligations and amounts owing of
such Person under the End Loaded Lease Facility or any other synthetic or end
loaded lease facility of such Person or pursuant to any transaction or series of
transactions providing for the financing of assets through one or more
securitizations, (viii) the net termination obligations of such Person under any
Swap Agreement or other interest rate protection or hedging arrangement,
calculated as of any date as if such agreement or arrangement were terminated as
of such date, (ix) all obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any Capital Stock that, by
their stated terms (or by the terms of any equity securities issuable upon
conversion thereof or in exchange therefor), or upon the occurrence of any
event, mature or are mandatorily redeemable, or are redeemable at the option of
the holder thereof, in whole or in part, (x) any Contingent Obligation of such
Person to the extent that such Contingent Obligation in accordance with
Generally Accepted Accounting Principles would be set forth in a specific Dollar
amount on the liability side of a balance sheet, and excluding any guaranty of
Debt related to an operating lease, provided that such guaranty will be included
as a Contingent Obligation if the guaranty is called and there is not a
corresponding forgiveness of lease payments in like amounts commencing in the
order due, and provided, further, that Contingent Obligations of such Person
under the End Loaded Lease Facility shall constitute "Debt" of such Person, and
(xi) all indebtedness referred to in clauses (I) through (X) above secured by
any lien on any property or asset owned or held by such Person regardless of
whether the indebtedness secured thereby shall have been assumed by such Person
or is nonrecourse to the credit of such Person.

         "December 1996 Credit Agreement" shall have the meaning assigned to
such term in SECTION 3.1.2(B).

         "Default" shall mean any event that, with the passage of time or giving
of notice, or both, would constitute an Event of Default.

         "Disputes" shall have the meaning given to such term in SECTION
10.3(A).

         "Documentation Agents" shall have the meaning given to such term in the
introductory paragraph of this Agreement.

         "Dollars" or "$" shall mean dollars of the United States of America.

         "EBITDA" shall mean, for any Person for any measurement period, (i)
Consolidated Net Income, plus (to the extent taken into account in the
calculation of Consolidated Net Income for such period), (ii) the sum of
Interest Expense, taxes, depreciation and amortization of intangible assets.

         "Eligible Assignee" shall mean (i) a commercial bank organized under
the laws of the United States or any state thereof and having total assets in
excess of $1,000,000,000, (ii) a commercial bank organized under the laws of any
other country that is a member of the Organization for Economic Cooperation and
Development or any successor thereto ("OECD") or



                                       11

<PAGE>

a political subdivision of any such country and having total assets in excess of
$1,000,000,000, provided that such bank is acting through a branch or agency
located in the United States, in the country under the laws of which it is
organized or in another country that is also a member of the OECD, (iii) the
central bank of any country that is a member of the OECD, (iv) a finance
company, mutual fund, insurance company or other financial institution that is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and having total assets in excess of
$250,000,000, (v) any Affiliate of an existing Lender or (vi) any other Person
(other than an Affiliate of any Borrower) approved by the Agent and the
Borrower, which approval shall not be unreasonably withheld; provided, that the
consent of the Borrower shall not be required if a Default or Event of Default
has occurred and is continuing.

         "Employee Plan" shall mean any "employee benefit plan" within the
meaning of Section 3(3) of ERISA maintained by the Borrower or any of its
Subsidiaries.

         "End Loaded Lease Commitments" shall mean, with respect to any Lender
at any time, the amount set forth under such Lender's name on SCHEDULE 1.1 to
the End Loaded Lease Credit Agreement or, if such Lender has entered into one or
more Assignment and Acceptances, the amount set forth for such Lender at such
time in the Register maintained by the Agent pursuant to Section 9.9(a) of the
End Loaded Lease Credit Agreement as such Lender's aggregate "End Loaded Lease
Commitment", as such amount may be reduced at or prior to such time pursuant to
the terms of the End Loaded Lease Credit Agreement.

         "End Loaded Lease Credit Agreement" shall mean the amended and restated
credit agreement, dated as of November 13, 2001, among the Owner Trustee, the
lenders party thereto and First Union, as agent, together with any amendments,
modifications, and supplements thereto, any replacements, renewals, extensions,
restatements and confirmations thereof, and any substitutes therefor, in whole
or in part.

         "End Loaded Lease Facility" shall mean a $47,000,000 end loaded lease
financing facility arranged by First Union Securities for the Company, as
embodied in the Participation Agreement and the other Operative Agreements (as
defined in the Participation Agreement).

         "End Loaded Lease Loans" shall mean loans made by the lenders party
thereto pursuant to the End Loaded Lease Credit Agreement.

         "End Loaded Lease Notes" shall mean the promissory notes of the
Borrower executed and delivered to the lenders party thereto with End Loaded
Lease Commitments pursuant to the End Loaded Lease Credit Agreement.

         "Engagement Letter" shall mean the letter, dated September 4, 2001, as
amended, from the Agent and First Union Securities to the Borrower, relating to
the fees payable to First Union Securities as of the Amendment Effective Date
for its own account and the administrative fee payable to the Agent from time to
time for its own account.

         "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations (other than internal
reports prepared by the Borrower or any of its Subsidiaries



                                       12
<PAGE>

solely in the ordinary course of its business and not in response to any third
party action or request of any kind) or proceedings relating in any way to any
Environmental Law or any permit issued, or any approval given, under any such
Environmental Law (hereinafter, "Claims"), including, without limitation, (i)
any and all Claims by Governmental Authorities for enforcement, penalties,
cleanup, removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law and (ii) any and all Claims by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to human safety, health or the environment, (iii) any
violation or alleged violation of any Environmental Law or other legal
requirement by Borrower or its Subsidiaries with respect to any property owned,
leased or operated by Borrower or its Subsidiaries (in the past, currently or in
the future) and/or (iv) any Claim arising out of any presence, suspected
presence, generation, treatment, storage, disposal, transport, movement,
release, suspected release or threatened release of any Hazardous Material in,
on, to or from any property (or any part thereof including without limitation
the soil and groundwater thereon and thereunder) owned, leased or operated by
Borrower or its Subsidiaries (in the past, currently or in the future).

         "Environmental Laws" shall mean any and all applicable laws, as in
effect from time to time at the effective time of any applicable representation,
warranty, covenant or indemnity, including, without limitation, federal, state
and local laws, common law, statutes, ordinances, rules, regulations, permits,
licenses, policies, approvals, and orders of courts or Governmental Authorities,
relating to the protection of human health or the environment, including, but
not limited to, requirements pertaining to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation, handling,
reporting, licensing, permitting, investigation or remediation of Hazardous
Materials. Environmental Laws include, without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. ss. 9601 et
seq.), the Hazardous Material Transportation Act (49 U.S.C. ss. 1801 et seq.),
the Resource Conservation and Recovery Act (42 U.S.C. ss. 6901 et seq.)
("RCRA"), the Federal Water Pollution Control Act (33 U.S.C. ss. 1251 et seq.),
the Clean Air Act (42 U.S.C. ss. 7401 et seq.), the Toxic Substances Control Act
(15 U.S.C. ss. 2601 et seq.), the Safe Drinking Water Act (42 U.S.C. ss. 300f,
et seq.), the Environmental Protection Agency's regulations relating to
underground storage tanks (40 C.F.R. Parts 280 and 281), and the OSHA (29 U.S.C.
ss. 651 et seq.), to the extent that it regulates exposure to Hazardous
Materials, as such laws have been amended or supplemented, and any analogous
federal, state or local common law or statutes, as in effect from time to time
at the effective time of any applicable representation, warranty, covenant or
indemnity, and the rules and regulations promulgated thereunder.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and all rules and regulations from time to time
promulgated thereunder.

         "ERISA Event" means (a) a Reportable Event with respect to a Qualified
Plan (as defined in SECTION 4.16); (b) a withdrawal by the Borrower or any of
its Subsidiaries from a Qualified Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA); (c) a complete or partial withdrawal by the Borrower or
any of its Subsidiaries from a Multiemployer Plan; (d) the filing of a notice of
intent to terminate, the treatment of a plan amendment as a termination under
Section 4041 or 4041A of ERISA or the commencement of proceedings by the Pension
Benefit Guaranty Corporation to



                                       13
<PAGE>

terminate a Qualified Plan or Multiemployer Plan subject to Title IV of ERISA;
(e) a failure to make required contributions to a Qualified Plan or
Multiemployer Plan; (f) an event or condition which might reasonably be expected
to constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Qualified Plan or Multiemployer
Plan; (g) the imposition of any liability under Title IV of ERISA, other than
Pension Benefit Guaranty Corporation premiums due but not delinquent under
Section 4007 of ERISA, upon the Borrower or any of its Subsidiaries; (h) an
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Internal Revenue Code with respect to any
Qualified Plan; or (i) a violation of the applicable requirements of Section 404
or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the
Internal Revenue Code by any fiduciary with respect to any Qualified Plan for
which the Borrower or any of its Subsidiaries may be directly or indirectly
liable.

         "Event of Default" shall have the meaning specified in ARTICLE VII
hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and all rules and regulations from time to time
promulgated thereunder.

         "Excluded Capital Expenditures" shall have the meaning specified in
SECTION 5.1(F) hereof.

         "Existing Pledgor" shall mean each Subsidiary party to the Security
Agreement.

         "Facility" shall mean a hospital or other health care facility,
together with other ancillary businesses, all buildings and improvements
associated therewith, that are owned or leased in whole or in part, by the
Borrower or any of its Subsidiaries.

         "Facility Rent Expense" shall mean, for any measurement period, all
amounts paid, payable or accrued during such measurement period by the Borrower
and its Subsidiaries on a consolidated basis with respect to all operating
leases of hospitals and the operating lease of any other Facility with a Lease
Expense in excess of $200,000 annually; provided that Facility Rent Expense
shall exclude any amounts that constitute Debt pursuant to clause (vii) of the
Debt definition.

         "Fair Market Value" shall mean, with respect to any Capital Stock
issued or given by the Borrower or any of its Subsidiaries in connection with a
Permitted Acquisition, (i) in the case of common stock of the Borrower that is
then designated as a national market system security by the National Association
of Securities Dealers, Inc. or is listed on a national securities exchange, the
average of the last reported bid and ask quotations or prices reported thereon
for such common stock or (ii) in all other cases, the determination of the fair
market value thereof in good faith by a majority of members of the board of
directors of the Borrower or such Subsidiary with no direct or indirect (other
than by virtue of being a director) economic interest in such Permitted
Acquisition, in each case effective as of the close of business on the Business
Day immediately preceding the closing date of such Permitted Acquisition.

         "Federal Funds Rate" shall mean, for any period, a fluctuating interest
rate per annum (rounded upwards, if necessary, to the nearest 1/100 of one
percentage point) equal for each day during such period, to the weighted average
of the rates on overnight federal funds transactions



                                       14
<PAGE>

with members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or if such rate
is not so published on the relevant Business Day, the average of the quotations
for such day on such transactions received by the Agent from three federal funds
brokers of recognized standing selected by the Agent.

         "Financial Condition Certificate" shall mean a fully completed
certificate, with the attachments required thereby, in the form of EXHIBIT E.

         "Financials" or "Financial Statements" shall mean the audited
consolidated balance sheet of the Borrower and its Subsidiaries as of December
31, 2000, 1999, 1998, 1997 and 1996, and related statements of operations,
stockholders' equity and cash flows for the fiscal years then ended, together
with the opinion of Ernst & Young LLP thereon; and the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as of June 30, 2001 and the
related statements of operations, stockholders' equity and cash flows for the
six-month period then ended.

         "Financing Statements" shall mean financing statements approved for
filing in accordance with the applicable adopted version of the Uniform
Commercial Code and all other titles, documents and certificates that the Agent
has required or may reasonably require from the Borrower or any Guarantor to
describe and perfect the security interests created hereunder or under the other
Loan Documents, and all assignments thereof and amendments thereto, in form and
substance satisfactory to the Agent.

         "First Union" shall mean First Union National Bank, a national banking
association, and its successors and assigns.

         "First Union Securities" shall mean First Union Securities, Inc.

         "Fixed Charges" shall mean, for any measurement period, (a) Scheduled
Principal Payments, plus (b) the sum of the following for the twelve months then
ending: (i) Interest Expense, (ii) Facility Rent Expense, (iii) Capital
Expenditures and (iv) Cash Taxes.

         "Generally Accepted Accounting Principles" shall mean generally
accepted accounting principles, as recognized by the American Institute of
Certified Public Accountants, consistently applied and maintained on a
consistent basis for the Borrower and its Subsidiaries on a consolidated basis
throughout the period indicated and consistent with the financial practice of
the Borrower and its Subsidiaries after the date hereof (subject to SECTION
1.2).

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

         "Guarantors" shall mean any Subsidiary of the Borrower that jointly and
severally guarantees the Credit Obligations of the Borrower; provided, that each
Permitted Joint Venture (other than Palestine Limited Partnership) that is or
becomes a Non-Wholly Owned Subsidiary shall be deemed to be automatically
released as a Guarantor at the time such Permitted Joint



                                       15
<PAGE>

Venture becomes a Non-Wholly Owned Subsidiary (and meets the requirements of
SECTION 5.11 related to Permitted Joint Ventures) without any further action by
such Permitted Joint Venture, the Borrower, the Agent or any Lender. As of the
Amendment Effective Date, the Guarantors shall include, without limitation: Brim
Healthcare, Inc., Brim Hospitals, Inc., Care Health Company, Inc., Mexia
Principal Healthcare Limited Partnership, Mexia-Principal, Inc., Palestine
Limited Partnership, Palestine-Principal G.P., Inc., Palestine-Principal, Inc.,
PHC-Ashland, L.P., PHC-Belle Glade, Inc., PHC-Charlestown, L.P., PHC-Cleveland,
Inc., PHC-Doctors' Hospital, Inc., PHC-Elko, Inc., PHC-Eunice, Inc., PHC
Hospitals, LLC, PHC-Indiana, Inc., PHC-Knox, Inc., PHC-Lake Havasu, Inc.,
PHC-Lakewood, Inc., PHC-Louisiana, Inc., PHC-Minden, G.P., Inc., PHC-Minden,
L.P., PHC-Morgan City, L.P., PHC-Nevada, Inc., PHC-Opelousas, L.P.,
PHC-Palestine, Inc., PHC-Pennsylvania, Inc., PHC-Ripley, LLC, PHC-Tennessee,
Inc., PHC-West Grove, L.P., PRHC-Alabama, LLC, PRHC-Ennis, G.P., Inc.,
PRHC-Ennis, L.P., Principal Hospital Company of Nevada, Inc., Principal Knox,
L.L.C., Principal Knox, L.P. and Principal-Needles, Inc.

         "Guaranty Agreement" shall mean the Third Amended and Restated Guaranty
Agreement dated as of the date hereof, executed by each Guarantor in favor of
the Agent, whereby each Guarantor guarantees to the Lenders the payment and
performance of the Credit Obligations, together with any amendments, accessions,
modifications and supplements thereto, any replacements, renewals, extensions,
restatements and confirmations thereof, and any substitutes therefor, in whole
or in part.

         "Guaranty Documents" shall mean the Guaranty Agreement and the security
agreements, pledge agreements, collateral assignments of agreements and any
other documents or agreements between the Agent and any of the Guarantors,
whereby the Guarantors have pledged Collateral to the Agent as security for the
obligations of the Guarantors under the Guaranty Agreement, including, without
limitation, the Security Agreement, the Pledge Agreement and the Mortgages,
together with any amendments, modifications, accessions and supplements thereto,
any replacements, renewals, extensions, restatements and confirmations thereof,
and any substitutes therefor, in whole or in part.

         "Guaranty Obligations" shall mean the obligations of the Guarantors
pursuant to the Guaranty Agreement and the Guaranty Documents.

         "Hazardous Materials" means any substances or materials (i) that are,
at any time of determination, defined as hazardous wastes, hazardous substances,
pollutants, contaminants or toxic substances under any Environmental Law; (ii)
that are toxic, explosive, corrosive, flammable, infectious, radioactive,
mutagenic or otherwise hazardous and are, at any time of determination,
regulated by any Governmental Authority; (iii) the presence of which requires
investigation or remediation under any Environmental Law or common law; or (iv)
that contain, without limitation, asbestos, lead based paint, polychlorinated
biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum
derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic
gas.

         "Historical EBITDA" shall have the meaning assigned to such term in the
definition of "Consolidated EBITDA".





                                       16
<PAGE>

         "IRS" shall mean the Internal Revenue Service and any successor
thereto.

         "Indemnified Costs" shall have the meaning assigned to such term in
SECTION 10.7.

         "Indemnified Person" shall have the meaning assigned to such term in
SECTION 10.7.

         "Intercompany Management Agreements" shall mean and include any and all
management agreement now or hereafter existing between the Borrower and any of
its Subsidiaries or between such Subsidiaries under which the Borrower or a
Subsidiary receives management, consulting or other similar fees for services
rendered thereunder, and includes without limitation those management agreements
described on SCHEDULE 6.17 attached hereto, together with all amendments,
supplements and restatements thereof.

         "Interest Expense" shall mean, for any measurement period, the sum
(without duplication) of (i) total interest expense of the Borrower and its
Subsidiaries on a consolidated basis for such measurement period in respect of
Debt of the Borrower (including, without limitation, interest expense
attributable to Capital Lease Obligations, all net amounts payable in respect of
Swap Agreements and all such interest expense accrued or capitalized during such
period, whether or not actually paid during such period), determined in
accordance with Generally Accepted Accounting Principles, (ii) all lease
payments made by the Borrower and its Subsidiaries in connection with the End
Loaded Lease Facility and (iii) all commitment fees and other ongoing fees in
respect of long-term Debt (including the commitment fee provided for in SECTION
2.7(B), the administrative fee provided for in SECTION 2.7(F) and the commitment
and administrative fees provided for in Sections 7.4 and 7.5 of the
Participation Agreement), paid, accrued or capitalized by the Borrower and its
Subsidiaries during such period, provided, however, that, for purposes of
calculating the financial covenants set forth in ARTICLE VI as of the last day
of each of the fiscal quarters ending December 31, 2001, March 31, 2002, and
June 30, 2002, Interest Expense shall be determined by multiplying (i) Interest
Expense (calculated as provided above) for the period commencing October 1, 2001
and ending on the last day of such fiscal quarter by (ii)(A) 4, in the case of
the fiscal quarter ending December 31, 2001, (B) 2, in the case of the fiscal
quarter ending March 31, 2002, and (C) 4/3, in the case of the fiscal quarter
ending June 30, 2002. Interest Expense shall include, to the same extent such
Interest Expense is added back to Consolidated Net Income pursuant to the
definition of Consolidated EBITDA, Interest Expense of any business acquired and
operated by the Borrower or any Subsidiary after the commencement of the
relevant measurement period.

         "Interest Period" shall have the meaning assigned to such term in
SECTION 2.8.

         "Interest Rate Calculation Worksheet" shall mean a fully completed
worksheet in the form of Attachment B to EXHIBIT C.

         "Internal Revenue Code" or "IRC" shall mean the Internal Revenue Code
of 1986, as amended from time to time, and any successor statute, applicable
United States Treasury Department regulations promulgated under the IRC,
published administrative positions of the Internal Revenue Service and any
judicial decisions related thereto.

         "ISP" shall have the meaning given to such term in SECTION 10.2.



                                       17
<PAGE>

         "Issuing Lender" shall mean First Union, in its capacity as issuer of
the Letters of Credit, and its successors and assigns in such capacity.

         "Joint Venture EBITDA" shall mean, for any measurement period, the
aggregate of (i) the EBITDA attributable to each Non-Wholly Owned Subsidiary
that does not fully guarantee the Credit Obligations pursuant to the Guaranty
Agreement multiplied by the percentage (expressed as a fraction) of the Capital
Stock of such Non-Wholly Owned Subsidiary for which the Borrower or any wholly
owned Subsidiary of the Borrower does not beneficially own both economic and
voting control.

         "L/C Participant" shall have the meaning assigned to such term in
SECTION 2.17(C).

         "LIBOR Loan" shall mean, at any time, any Loan that bears interest at
such time at the Adjusted LIBOR Rate.

         "LIBOR Rate" shall mean, with respect to each LIBOR Loan comprising
part of the same Borrowing for any Interest Period, an interest rate per annum
obtained by dividing (i)(y) the rate of interest (rounded upward, if necessary,
to the nearest 1/16 of one percentage point) appearing on Telerate Page 3750 (or
any successor page) or (z) if no such rate is available, the rate of interest
determined by the Agent to be the rate or the arithmetic mean of rates (rounded
upward, if necessary, to the nearest 1/16 of one percentage point) at which
Dollar deposits in immediately available funds are offered by First Union to
first-tier banks in the London interbank Eurodollar market, in each case under
(y) and (z) above at approximately 11:00 a.m., London time, two (2) Business
Days prior to the first day of such Interest Period for a period substantially
equal to such Interest Period and in an amount substantially equal to the amount
of First Union's LIBOR Loan comprising part of such Borrowing, by (ii) the
amount equal to 1.00 minus the Reserve Requirement (expressed as a decimal) for
such Interest Period.

         "Landlord Consents" shall mean (i) a waiver and consent from each
landlord with respect to all Facility Leased Properties of the Borrower and its
Subsidiaries that the Agent or the Required Lenders may reasonably require of
the Borrower or any of its Subsidiaries from time to time and (ii) all other
landlord consents that the Agent or the Required Lenders may reasonably require
of the Borrower or any of its Subsidiaries from time to time in respect of
amendments, modifications or renewals of the leases referred to in clause (i)
above or in respect of any other leases to which the Borrower or any of its
Subsidiaries is now or hereafter a party, in each case in form and substance
reasonably satisfactory to the Agent, together with any amendments,
modifications and supplements thereto and restatements thereof, in whole or in
part.

         "Lease Expense" shall mean, for any measurement period, all amounts
paid, payable or accrued during such measurement period by the Borrower and its
Subsidiaries on a consolidated basis with respect to all leases and rental
agreements, including, without limitation, all amounts paid as Facility Rent
Expense, of the Borrower and its Subsidiaries, other than Capital Leases,
determined in accordance with Generally Accepted Accounting Principles; provided
that Lease Expense shall exclude any amounts that constitute Debt pursuant to
clause (vii) of the Debt definition.




                                       18
<PAGE>

         "Leased Properties" shall mean the real properties leased and occupied
by the Borrower and its Subsidiaries, as of the date hereof and at any time
hereafter and consisting, as of the date hereof, of the properties set forth in
SCHEDULE 4.8 hereof.

         "Lender" shall mean each financial institution signatory hereto and
each other financial institution that becomes a "Lender" hereto pursuant to
SECTION 10.5, and their permitted successors and assigns.

         "Lending Office" shall mean, with respect to any Lender, the branch or
branches (or Affiliates) from which any of such Lender's Loans are made or
maintained.

         "Letter of Credit Outstandings" shall mean, at any time, the sum of (i)
the aggregate Stated Amount of all outstanding Letters of Credit at such time
and (ii) the aggregate amount of all Reimbursement Obligations at such time.

         Letter of Credit Request" shall have the meaning assigned to such term
in SECTION 2.17(B).

         "Letters of Credit" shall have the meaning assigned to such term in
SECTION 2.17(A).

         "Line of Business" shall mean the business of owning or operating
nonurban hospitals and managing hospitals and engaging in businesses ancillary
to the aforesaid line of business that enhance or support it and that are not
materially different from the foregoing.

         "Loan Documents" shall mean and collectively refer to this Agreement,
the Notes, the Security Agreement, the Pledge Agreement, the Mortgages, any
other Security Documents, the Guaranty Documents, the Financing Statements, the
Landlord Consents, the Letters of Credit, the Engagement Letter, and any and all
other material agreements and instruments, including, without limitation, notes,
guaranties, mortgages, deeds to secure debt, deeds of trust, chattel mortgages,
pledges, powers of attorney, consents, assignments, contracts, security
agreements, trust account agreements heretofore, now or hereafter executed by or
on behalf of the Borrower or any of its Subsidiaries and heretofore, now or
hereafter delivered to the Agent or any Lender with respect to this Agreement,
and in each case, together with any amendments, modifications and supplements
thereto, any replacements, renewals, extensions and restatements thereof, and
any substitutes therefor, in whole or in part, but specifically excluding any
Swap Agreement to which the Borrower and any Lender or Affiliate of any Lender
are parties.

         "Loans" shall mean and collectively refer to the Revolving Credit Loans
and the Swingline Loans.

         "March 1998 Credit Agreement" shall have the meaning assigned to such
term in SECTION 3.1.2(B).

         "Material Adverse Effect" or "Material Adverse Change" shall mean,
subject to any applicable cure or grace periods, a material adverse effect upon,
or a material adverse change in, any of (a) the financial condition, operations,
business, properties or prospects of the Borrower and its Subsidiaries, taken as
a whole; (b) the ability of the Borrower or any of its Subsidiaries to perform
its material obligations under any Material Loan Document; (c) the legality,
validity or



                                       19
<PAGE>

enforceability of any Material Loan Document; (d) the perfection or priority of
the liens of the Agent granted under the Material Loan Documents or the rights
and remedies of the Agent or the Lenders under the Material Loan Documents; or
(e) the condition or value of any portion of the Collateral, which compared to
the total Collateral, is material (other than market fluctuations in the values
of such Collateral); provided, that a material adverse effect or a material
adverse change caused solely by the Agent's or the Lenders' failure to file
continuation statements shall not be a Material Adverse Effect or a Material
Adverse Change for purposes of this Agreement.

         "Material Loan Documents" shall mean and collectively refer to this
Agreement, the Notes, the Security Agreement, the Pledge Agreement, the
Mortgages, any other Security Documents, the Guaranty Documents, the Financing
Statements, the Landlord Consents, the Letters of Credit, and the Engagement
Letter, and in each case, together with any amendments, modifications and
supplements thereto, any replacements, renewals, extensions and restatements
thereof, and any substitute therefor, in whole or in part.

         "Medicaid Regulations" shall mean, collectively, (i) all federal
statutes (whether set forth in Title XIX of the Social Security Act, 42 USC
ss.ss. 1396 et seq., or elsewhere) affecting the medical assistance program
established by Title XIX of the Social Security Act, and any statutes succeeding
thereto; (ii) all applicable provisions of all federal rules, regulations,
manuals and orders of all Governmental Authorities promulgated pursuant to or in
connection with the statutes described in clause (i) above and all federal
administrative, reimbursement and other guidelines of all Governmental
Authorities having the force of law promulgated pursuant to or in connection
with the statutes described in clause (i) above; (iii) all state statutes and
plans for medical assistance enacted in connection with the statutes and
provisions described in clauses (i) and (ii) above; and (iv) all applicable
provisions of all rules, regulations, manuals and orders of all Governmental
Authorities promulgated pursuant to or in connection with the statutes described
in clause (iii) above and all state administrative, reimbursement and other
guidelines of all Governmental Authorities having the force of law promulgated
pursuant to or in connection with the statutes described in clause (iii) above,
in each case as may be amended, supplemented or otherwise modified from time to
time.

         "MediCal Regulations" shall mean collectively, all California state
statutes (whether set forth in Cal. Welf. & Inst. Code ss.ss. 14000 et seq., or
elsewhere) affecting the health insurance program for the needy established in
connection with Title XIX of the Social Security Act, and any statutes
succeeding thereto; together with all applicable provisions of all rules,
regulations, manuals and orders and administrative, reimbursement and other
guidelines having the force of law of all Governmental Authorities (including
without limitation, the California Department of Health Services) promulgated
pursuant to or in connection with any of the foregoing having the force of law,
in each case as may be amended, supplemented or otherwise modified from time to
time.

         "Medicare Regulations" shall mean, collectively, all federal statutes
(whether set forth in Title XVIII of the Social Security Act, 42 USC ss.ss. 1396
et seq., or elsewhere) affecting the health insurance program for the aged and
disabled established by Title XVIII of the Social Security Act and any statutes
succeeding thereto; together with all applicable provisions of all rules,
regulations, manuals and orders and administrative, reimbursement and other
guidelines having the force of law of all Governmental Authorities (including
without limitation, Health and



                                       20
<PAGE>

Human Services ("HHS"), CMS, the Office of the Inspector General for HHS, or any
Person succeeding to the functions of any of the foregoing) promulgated pursuant
to or in connection with any of the foregoing having the force of law, in each
case as may be amended, supplemented or otherwise modified from time to time.

         "Mortgages" shall mean all fee and leasehold mortgages, deeds of trust
and similar instruments pursuant to which the Borrower or any Guarantor grants
to the Agent, for the benefit of the Lenders and the "Lenders" and "Holders"
(each as defined in the Operative Agreements), a mortgage lien, or an assignment
of any mortgage lien obtain by such Person from another Person, to secure any or
all of the Credit Obligations, the Company Obligations, the Guaranty Obligations
or the guarantee obligations of the guarantors party to the Operative
Agreements, and shall include, without limitation, the deeds of trust and
security agreements, as amended, executed by the Borrower and/or certain of its
Subsidiaries with respect to the parcels of Realty located at (i) Palo Verde
Community Hospital, Blythe, Riverside County, California; (ii) Parkview Regional
Hospital, Mexia, Limestone County, Texas; (iii) Colorado Plains Medical Center,
Fort Morgan, Morgan County, Colorado; (iv) Palestine Regional Medical
Center-West Campus (formerly known as Memorial Hospital), Palestine, Anderson,
Leon and Houston Counties, Texas; (v) Palestine Regional Medical Center
(formerly known as Trinity Valley Medical Center), Palestine, Anderson County,
Texas; (vi) Starke Memorial Hospital, Knox, Starke County, Indiana; (vii)
Colorado River Medical Center, Needles, San Bernardino County, California
(formerly known as Needles Desert Community Hospital) and (viii) Havasu Regional
Medical Center, Lake Havasu City, Mohave County, Arizona, in all cases together
with any amendments, modifications and supplements thereto, any replacements,
renewals, extensions and restatements thereof, and any substitutes therefor, in
whole or in part.

         "Multiemployer Plan" shall mean any "multiemployer plan" within the
meaning of Section 4001(a)(3) of ERISA to which the Borrower or any of its
Subsidiaries is required to make contributions.

         "Non-U.S. Lender" shall have the meaning assigned to such term in
SECTION 2.12(D).

         "Non-Wholly Owned Subsidiary" shall mean any Subsidiary of which less
than one-hundred percent (100%) of the outstanding Capital Stock is, directly
or indirectly, owned by the Borrower.

         "Notes" shall mean the Revolving Credit Notes and the Swingline Note.

         "Notice of Borrowing" shall have the meaning assigned to such term in
SECTION 2.2(B).

         "Notice of Commitment Conversion" shall have the meaning assigned to
such term in SECTION 2.9(C).

         "Notice of Conversion/Continuation" shall have the meaning assigned to
such term in SECTION 2.9(B).

         "Notice of Swingline Borrowing" shall have the meaning given to such
term in SECTION 2.2(F).



                                       21
<PAGE>

         "Original Credit Agreement" shall have the meaning given to such term
in the recitals hereof.

         "OSHA" shall mean the Occupational Safety and Health Act, as amended
from time to time, and all rules and regulations from time to time promulgated
thereunder.

         "Owner Trustee" shall mean Wells Fargo Bank Northwest, National
Association (formerly known as First Security Bank, National Association), in
its capacity as owner trustee under the End Loaded Lease Facility.

         "Palestine Limited Partnership" shall mean Palestine Principal
Healthcare Limited Partnership, a Texas limited partnership and a Subsidiary of
the Borrower.

         "Palestine Limited Partnership Agreement" shall mean the Amended and
Restated Agreement of Limited Partnership for the Palestine Limited Partnership,
dated as of June 30, 1997, between the Borrower, Palestine-Principal G.P., Inc.,
Palestine-Principal, Inc. and Mother Frances Hospital Regional Health Care
Center, as amended by the First Amendment to the Amended and Restated Agreement
of Limited Partnership between Palestine-Principal G.P., Inc.,
Palestine-Principal, Inc., Mother Frances Hospital Regional Health Care Center
and Principal Hospital of Nevada, Inc.

         "Palestine Limited Partnership Note" shall mean the collective
reference to the promissory note of the Palestine Limited Partnership dated July
26, 2001, in the principal amount of $10,275,000, and the promissory note of the
Palestine Limited Partnership dated October 1, 1999, in the principal amount of
$25,628,433, each payable to the Borrower, together with any supplements,
amendments, restatements or modifications thereof to the extent approved in
writing by the Required Lenders.

         "Participant" shall mean any Person, now or at any time hereafter,
participating with any Lender in the Loans pursuant to this Agreement, and its
permitted successors and assigns.

         "Participation Agreement" shall mean the Amended and Restated
Participation Agreement, dated as of November 13, 2001, among the Borrower, as
construction agent and lessee, the various parties from time to time party
thereto as guarantors, the Owner Trustee identified therein, the various banks
and other lending institutions from time to time party thereto as lenders, the
various banks and other lending institutions from time to time party thereto as
holders, and First Union, as agent, together with any amendments, modifications,
and supplements thereto, any replacements, renewals, extensions, restatements
and confirmations thereof, and any substitutes therefor, in whole or in part.

         "Pension Plan" shall mean any "employee pension benefit plan" within
the meaning of Section 3(2) of ERISA maintained by the Borrower or any of its
Subsidiaries (other than any Multiemployer Plan that is subject to the
provisions of Title IV of ERISA).

         "Permitted Acquisition" shall mean (a) the acquisition of Lakewood
Medical Center in Morgan City, Louisiana, on or before December 31, 2001, for an
Acquisition Amount not to exceed $17,000,000; provided that the consent of the
Lenders with respect to such Permitted Acquisition is conditioned upon there
being no material adverse change in the financial condition



                                       22
<PAGE>

or results of operations of Lakewood Medical Center after the date hereof and
prior to the consummation of such Permitted Acquisition and compliance with the
requirements of SECTION 5.11 and 5.12 hereof and (b) an Acquisition approved in
writing by the Required Lenders pursuant to SECTIONS 5.12 and 6.7; provided
however, that the approval of the Required Lenders shall not be required for any
Acquisition (including by lease) of a Facility for which the Acquisition Amount
for a Facility (if by outright purchase) is $50,000,000 or less, or for which
the Acquisition Amount (if by lease), calculated for any lease of a Facility by
using the present value of aggregate lease payments and related asset
acquisition costs (calculated using a reasonable discount rate determined in
good faith by the Borrower and consistent with the projections provided pursuant
to SECTION 5.12(C)(III))) is $50,000,000 or less, in each case subject to an
aggregate Acquisition Amount of $125,000,000 for all Acquisitions consummated
during any four consecutive fiscal quarters (including the Acquisitions
described under paragraph (a) above but excluding Acquisitions consummated on or
prior to the Amendment Effective Date). Notwithstanding the $125,000,000
aggregate Acquisition Amount limitation provided above, the approval of the
Required Lenders shall not be required for any Acquisition of a Facility for
which the Acquisition Amount is $20,000,000 or less, so long as both immediately
before and immediately after such Acquisition, (x) the Borrower has a ratio of
Consolidated Senior Debt to Consolidated EBITDA of less than 2.0 to 1.0 and (y)
no Default or Event of Default has occurred and is continuing. Notwithstanding
anything to the contrary contained in the immediately preceding sentence, an
Acquisition shall be a Permitted Acquisition only if all requirements of
SECTIONS 5.11 (if any new Subsidiaries are acquired or created in connection
with such Acquisition), 5.12, 6.2 (if any Debt is assumed in connection with
such Acquisition) and 6.3 (if any liens are incurred in connection with such
Acquisition) are met with respect thereto. The term "Permitted Acquisition"
shall include any Acquisition by a Permitted Joint Venture so long as all of the
requirements of this Agreement are met with respect to such Acquisition and such
Permitted Joint Venture.

         "Permitted Joint Venture" shall mean a Subsidiary identified as a
Permitted Joint Venture by the Borrower to the Agent by written notice at the
time of the Acquisition or creation thereof: (i) of which at least eighty-five
percent (85%) of the Capital Stock is owned directly by the Borrower and/or its
wholly owned Subsidiaries, (ii) over which the Borrower or one of its wholly
owned Subsidiaries has management control, either as general partner, managing
partner, by contract or as holder of the controlling interest and, except with
respect to the Palestine Limited Partnership, over which the Borrower and/or its
wholly owned Subsidiaries has control over major decisions, including without
limitation the decision to sell substantially all of the assets of such joint
venture or to merge such joint venture with another entity, (iii) the sole
activity of which is to own, lease or operate Facilities and/or facilities
providing services ancillary to such Facilities, (iv) which is subject to no
provision in its organizational documents or any contract to which it is a party
(A) that restricts the payment of dividends from such entity to the Borrower or
any Subsidiary thereof that owns the Capital Stock of such Permitted Joint
Venture, (B) that restricts the pledge of such Capital Stock to the Agent
pursuant to the Pledge Agreement or (C) that restricts the exercise of remedies
by the Agent with respect to such Capital Stock under the Pledge Agreement, (v)
which does not own any Capital Stock of any other Subsidiary, (vi) for which any
Capital Stock of such Permitted Joint Venture acquired from the Borrower or any
Subsidiary by Persons other than the Borrower or a wholly owned Subsidiary of
the Borrower is acquired for Fair Market Value (reasonable evidence of which
shall be provided to the Agent upon its request), and (vii) with respect to
which, after giving effect to the designation



                                       23
<PAGE>

of a Subsidiary as a Permitted Joint Venture, no Default or Event of Default
would exist. The parties hereto agree that as of the Amendment Effective Date,
the Palestine Limited Partnership, Vaughan Regional Medical Center, LLC and
Outpatient Services, Inc. constitute Permitted Joint Ventures. The Borrower may
withdraw the designation of a wholly owned Subsidiary as a Permitted Joint
Venture by notice to the Agent so long as such Permitted Joint Venture is a
wholly owned Subsidiary and a Guarantor at the time of such withdrawal.

         "Permitted Liens" shall mean any of the following liens, restrictions
or encumbrances securing any liability or indebtedness of the Borrower or any of
its Subsidiaries on, or otherwise affecting, any of the Borrower's or such
Subsidiary's property, real or personal, whether now owned or hereafter
acquired:

         (a) Liens granted to the Agent, for the benefit of the Lenders;

         (b) Liens granted for the benefit of the lenders to the End Loaded
Lease Facility pursuant to such facility;

         (c) Liens for taxes, assessments or other governmental charges that are
not delinquent or remain payable without any penalty or that are being contested
in good faith and with due diligence by appropriate proceedings, provided that
the Borrower or such Subsidiary has established reserves with respect thereto in
accordance with Generally Accepted Accounting Principles (if so required);

         (d) Liens upon property leased under a Capital Lease for which the
Capital Lease Obligation is permitted under SECTION 6.2 and placed upon such
property at the time of, or within sixty (60) days after, the commencement of
the lease thereof to secure the lease payments under such Capital Lease,
provided that any such lien (i) shall not encumber any other property of the
Borrower or any of its Subsidiaries, and (ii) shall not exceed the total of such
lease payments;

         (e) Liens set forth on SCHEDULE 1.1(A) attached hereto (as modified
from time to time in accordance with SECTION 5.16 in connection with
Acquisitions or otherwise), provided that the Debt related to such liens is not
increased above the amount then outstanding; and provided, further, that the
judgment and tax liens set forth on SCHEDULE 1.1(A) as of the date hereof shall
not constitute Permitted Liens at any time after January 9, 2002;

         (f) Liens securing the purchase money Debt permitted under clause
(xiii) of SECTION 6.2, provided that any such lien (i) attaches to such asset
concurrently with or within ten (10) days after the acquisition thereof, (ii)
shall not encumber any other property of the Borrower or any of its Subsidiaries
and (iii) shall not exceed the purchase price of such asset;

         (g) Assignment Restrictions;

         (h) Easements, rights of way, restrictive covenants, conditions, zoning
restrictions and other similar title, survey or other encumbrances on real
estate that do not materially impair the current use and value of the property
to which they relate;

         (i) Carriers', warehousemen's, mechanics', materialmen's, repairmen's,
landlord's or other like non-consensual liens arising in the ordinary course of
business that are not overdue for



                                       24
<PAGE>

a period of more than thirty (30) days, or, if overdue for more than thirty (30)
days, (i) which are being contested in good faith and by appropriate
proceedings; and (ii) for which adequate reserves in accordance with Generally
Accepted Accounting Principles have been established on the books of the
Borrower or appropriate Subsidiary; provided however, that any such landlord
liens shall be subject to the Landlord Consents to the extent applicable;

         (j) Pledges or deposits in connection with workers' compensation
insurance, unemployment insurance and like matters (other than any lien imposed
by ERISA, the creation or incurrence of which would result in an Event of
Default under SECTION 7.1(Q));

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

         (l) Liens in respect of any writ of execution, attachment, garnishment,
judgment or award in an amount less than $500,000, the time for appeal or
petition for rehearing of which shall not have expired, or in respect of which
an appeal or appropriate proceeding for review is being prosecuted in good faith
and a stay of execution pending such appeal or proceeding for review has been
secured and for which adequate reserves have been established in accordance with
Generally Accepted Accounting Principles (if so required);

         (m) Liens arising from the filing, for notice purposes only, of
financing statements in respect of true leases; and

         (n) Any other liens or encumbrances as the Required Lenders may approve
in writing from time to time.

         "Person" shall mean a corporation, an association, a joint venture, a
partnership, limited liability company, an organization, a business, an
individual, a trust or a government or political subdivision thereof or any
government agency or any other legal entity.

         "Plans" shall have the meaning given to such term in SECTION 4.16(A).

         "Pledge Agreement" shall mean the Pledge Agreement, dated as of the
date hereof, between the Borrower, the Guarantors and the Agent (which together
with the Security Agreement, amends and restates the Security and Pledge
Agreement (as defined under the Original Credit Agreement)), whereby the
Borrower and the Guarantors have granted to the Agent a security interest in
certain Collateral described therein as security for (a) the Credit Obligations
of the Borrower, (b) the Guaranty Obligations of the Guarantors, (c) the Company
Obligations of the Borrower and (d) the guarantee obligations of the Guarantors
under the Operative Agreements, together with any amendments, accessions,
modifications and supplements thereto, any replacements, renewals, extensions,
restatements and confirmations thereof, and any substitutes therefor, in whole
or in part.

         "Prime Rate" shall mean the per annum interest rate publicly announced
from time to time by First Union from its principal office in Charlotte, North
Carolina, to be its Prime Rate, which may not necessarily be its best lending
rate, as adjusted to conform to changes as of the opening of business on the
date of any such change in the Prime Rate. In the event First Union



                                       25
<PAGE>

shall abolish or abandon the practice of announcing its Prime Rate or should the
same be unascertainable, the Agent shall designate a comparable reference rate
that, upon the Borrower's consent (which shall not be unreasonably withheld),
shall be deemed to be the Prime Rate under this Credit Agreement and the other
Loan Documents.

         "Pro Rata Share" of any amount shall mean, with respect to any Lender
at any time, the product of (i) such amount, multiplied by (ii) such Lender's
Revolving Credit Percentage.

         "Prohibited Transaction" shall mean any transaction described in (i)
Section 406 of ERISA that is not exempt by reason of Section 408 of ERISA or
(ii) Section 4975(c) of the Internal Revenue Code that is not exempt by reason
of Section 4975(c) or 4975(d).

         "Projections" shall mean the financial projections delivered to the
Agent by the Borrower pursuant to SECTION 4.5(B) hereof.

         "Qualified Plan" shall have the meaning assigned to such term in
SECTION 4.16.

         "Realty" shall mean all of the right, title and interest of the
Borrower or any of its Subsidiaries in and to land, improvements and fixtures,
including any leasehold interests (whether as lessor or lessee).

         "Refunded Swingline Loans" shall have the meaning given to such term in
SECTION 2.2(G).

         "Register" shall have the meaning given to such term in SECTION
10.5(C).

         "Regulations D, T, U and X" shall mean Regulations D, T, U and X,
respectively, of the Federal Reserve Board, and any successor regulations.

         "Reimbursement Obligation" shall have the meaning assigned to such term
in SECTION 2.17(D).

         "Replaced Lender" shall have the meaning assigned to such term in
SECTION 2.18.

         "Replacement Effective Date" shall have the meaning assigned to such
term in SECTION 2.18.

         "Replacement Lender" shall have the meaning assigned to such term in
SECTION 2.18.

         "Reportable Event" shall mean a reportable event as defined in Section
4043(b) of ERISA (other than an event for which notice is waived under the ERISA
regulations).

         "Required Lenders" shall mean, at any time, the Lenders owning or
holding 51% or more of the sum of the then aggregate principal amount of the
Revolving Credit Commitments then outstanding (or after the termination of the
Commitments, the aggregate at such time of all outstanding Loans and Letter of
Credit Outstandings). For purposes of this definition, the Letter of Credit
Outstandings shall be considered to be owed to the Lenders according to their
Revolving Credit Percentages.



                                       26
<PAGE>

         "Requirement of Law" means, as to any Person, the charter, articles or
certificate of incorporation and bylaws or other organizational or governing
documents of such Person, and any statute, law, treaty, rule, regulation, order,
decree, writ, injunction or determination of any 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
or otherwise pertaining to any or all of the transactions contemplated by this
Agreement and the other Loan Documents.

         "Reserve Requirement" shall mean, with respect to any Interest Period,
the reserve percentage (expressed as a decimal) in effect from time to time
during such Interest Period, as provided by the Board of Governors of the
Federal Reserve System (or any successor governmental body), applied for
determining the maximum reserve requirements (including, without limitation,
basic, supplemental, marginal and emergency reserves) applicable to the Lenders
under Regulation D with respect to "Eurocurrency liabilities" within the meaning
of Regulation D, or under any similar or successor regulation with respect to
Eurocurrency liabilities or Eurocurrency funding.

         "Revolving Credit Commitment" shall mean, with respect to any Lender at
any time, the amount set forth under such Lender's name on its signature page
hereto under the caption "Revolving Credit Commitment" or, if the Borrower has
converted End Loaded Lease Commitments into Revolving Credit Commitments
pursuant to SECTION 2.9(D) or, if such Lender has entered into one or more
Assignment and Acceptances, the amount set forth for such Lender at such time in
the Register maintained by the Agent pursuant to SECTION 10.5(C) as such
Lender's "Revolving Credit Commitment," as such amount may be reduced at or
prior to such time pursuant to the terms hereof.

         "Revolving Credit Facility" shall mean the revolving line of credit
established by the Lenders under SECTION 2.1(A).

         "Revolving Credit Facility Maturity Date" shall mean November 13, 2006;
provided, that if on May 31, 2005, 4-1/2% Subordinated Notes in an aggregate
principal amount greater than $10,000,000 are outstanding, the Revolving Credit
Facility Maturity Date shall be May 31, 2005.

         "Revolving Credit Facility Termination Date" shall mean the earlier of
(i) the Revolving Credit Facility Maturity Date and (ii) the termination of the
Total Revolving Credit Commitment in accordance with SECTION 8.1.

         "Revolving Credit Loans" shall have the meaning assigned to such term
in SECTION 2.1(A).

         "Revolving Credit Notes" shall mean the promissory notes of the
Borrower in substantially the form of EXHIBIT A-1, executed and delivered to the
Lenders with Revolving Credit Commitments pursuant to SECTION 2.3(B) or, in
connection with conversions of End Loaded Lease Commitments into Revolving
Credit Commitments, pursuant to SECTION 2.9(D) or, in connection with an
Assignment and Acceptance, pursuant to SECTION 10.5(D), together with any
amendments, modifications and supplements thereto and restatements thereof, in
whole or in part.


                                       27

<PAGE>

         "Revolving Credit Percentage" shall mean, with respect to any Lender at
any time, a fraction (expressed as a percentage) the numerator of which is the
Revolving Credit Commitment of such Lender at such time and the denominator of
which is the Total Revolving Credit Commitment at such time; provided that if
the Revolving Credit Percentage of any Lender is to be determined after the
Revolving Credit Commitments have been terminated, then such Revolving Credit
Percentage shall be determined immediately prior (and without giving effect) to
such termination.

         "Scheduled Principal Payments" shall mean, as of any measurement date,
all scheduled principal payments on long-term Debt due and payable in the
subsequent four consecutive fiscal quarters.

         "Security Agreement" shall mean the Security Agreement, dated as of the
date hereof, between the Borrower, the Guarantors and the Agent (which together
with the Pledge Agreement, amends and restates the Security and Pledge Agreement
(as defined under the Original Credit Agreement)), whereby the Borrower and the
Guarantors have granted to the Agent a security interest in certain Collateral
described therein as security for (a) the Credit Obligations of the Borrower,
(b) the Guaranty Obligations of the Guarantors, (c) the Company Obligations of
the Borrower and (d) the guarantee obligations of the Guarantors under the
Operative Agreements, together with any amendments, accessions, modifications
and supplements thereto, any replacements, renewals, extensions, restatements
and confirmations thereof, and any substitutes therefor, in whole or in part.

         "Security and Pledge Agreement" shall mean the collective reference to
the Security Agreement and the Pledge Agreement, as such agreements collectively
amend and restate the Security and Pledge Agreement (as defined in the Original
Credit Agreement).

         "Security Documents" shall mean the Security Agreement, the Pledge
Agreement, the Mortgages and all other pledge or security agreements, mortgages,
deeds of trust, assignments or other similar agreements or instruments executed
and delivered by the Borrower or any of its Subsidiaries pursuant to SECTION
5.11 or SECTION 5.12 or otherwise in connection with the transactions
contemplated hereby, in each case as amended, modified or supplemented from time
to time.

         "Senior Officer" shall mean any officer or director of the Borrower
(including, without limitation, the Chief Executive Officer, Chief Financial
Officer, Vice President-Controller, Vice President-Finance and in-house General
Counsel) or any Subsidiary, or the Chief Executive Officer, Chief Financial
Officer or the Chief Nursing Officer of any Facility.

         "Solvent" shall mean, as to any Person on any particular date, that
such Person (i) has capital reasonably sufficient to carry on its business as
presently conducted and all business in which it is about to engage, (ii) is
able to pay its debts as they mature, (iii) owns property having a fair saleable
value on a going concern basis that is greater than the amount required to pay
its probable liability on existing debts as they mature (including known
reasonable contingencies and contingencies that should be included in notes of
the financial statements of such Person pursuant to Generally Accepted
Accounting Principles considering all financing alternatives and potential asset
sales reasonably available to such Person), and (iv) does not intend to, and
does



                                       28
<PAGE>

not believe that it will, incur debts or probable liabilities beyond its ability
to pay such debts or liabilities as they mature.

         "Stated Amount" shall mean, with respect to any Letter of Credit at any
time, the maximum amount available to be drawn thereunder at such time
(regardless of whether any conditions for drawing could then be met).

         "Subordinated Debt" shall mean unsecured Debt of the Borrower or any of
its Subsidiaries that is expressly subordinated and made junior to the payment
and performance of the Credit Obligations and the Guaranty Obligations on terms
(including, without limitation, principal amount, maturity, covenants, defaults,
terms of subordination and payment terms) approved in writing by the Required
Lenders, including, without limitation, the 4-1/2% Subordinated Notes, the
4-1/4% Subordinated Notes and any Intercompany Management Agreements.

         "Subsidiary" shall mean any corporation, partnership or limited
liability company of which more than fifty percent (50%) of the outstanding
Capital Stock having ordinary voting power to elect a majority of the board of
directors, or other entity of which more than 50% of the Interests or voting
power, is at the time, directly or indirectly, owned by any Person or one or
more of its Subsidiaries (irrespective of whether, at the time, Capital Stock of
any other class or classes of such entity or corporation shall have or might
have voting power by reason of the happening of any contingency). When used
without reference to a parent, the term "Subsidiary" shall be deemed to refer to
a Subsidiary of the Borrower.

         "Swap Agreement" shall mean any interest or foreign currency rate swap,
cap, collar, option, hedge, forward rate or other similar agreement or
arrangement designed to protect against fluctuations in interest rates or
currency exchange rates, including any swap agreements (as defined in 11 U.S.C.
ss. 101).

         "Swingline Commitment" shall mean $5,000,000 or, if less, the aggregate
Revolving Credit Commitments at the time of determination, as such amount may be
reduced at or prior to such time pursuant to the terms hereof.

         "Swingline Lender" shall mean First Union in its capacity as maker of
Swingline Loans, and its successors in such capacity.

         "Swingline Loans" shall have the meaning given to such term in SECTION
2.1(B).

         "Swingline Maturity Date" shall mean the date that is five (5) Business
Days prior to the Revolving Credit Facility Maturity Date.

         "Swingline Note" shall mean the promissory note of the Borrower in
substantially the form of EXHIBIT A-2, together with any amendments,
modifications and supplements thereto, substitutions therefor and restatements
thereof.

         "Syndication Agent" shall have the meaning given to such term in the
introductory paragraph to this Agreement.



                                       29
<PAGE>

         "Target" shall have the meaning assigned to such term in SECTION
5.12(C)(I).

         "Taxes" shall have the meaning assigned to such term in SECTION 2.12.

         "Total Commitment" shall mean, at any time, the sum of all Commitments
at such time.

         "Total Revolving Credit Commitment" shall mean, at any time, the sum of
the Revolving Credit Commitments of all Lenders at such time.

         "Total Unutilized Revolving Credit Commitment" shall mean, at any time,
the sum of the Unutilized Revolving Credit Commitments of all Lenders at such
time.

         "Trust" shall mean PHC Real Estate Trust 1998-1, a single purpose
grantor trust organized under the laws of the State of Utah to consummate the
transactions contemplated by the End Loaded Lease Facility, including, without
limitation, transactions to purchase, own and improve realty pursuant to the End
Loaded Lease Facility.

         "Type" shall have the meaning assigned to such term in SECTION 2.2(A).

         "Uniform Commercial Code" or "UCC" shall mean the Uniform Commercial
Code as the same may, from time to time, be in effect in the State of North
Carolina; provided, however, in the event that, by reason of the mandatory
provisions of law, any or all of the attachment, perfection or priority of the
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than North Carolina, the term "Uniform
Commercial Code" or "UCC" shall mean the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of definitions related to
such provisions.

         "Unutilized End Loaded Lease Commitment" shall mean, with respect to
any Lender at any time, the End Loaded Lease Commitment of such Lender less the
aggregate principal amount of all End Loaded Lease Loans made by such Lender
under the End Loaded Lease Credit Agreement that are outstanding at such time.

         "Unutilized Revolving Credit Commitment" shall mean, with respect to
any Lender at any time, such Lender's Revolving Credit Commitment at such time
less the sum of (i) the aggregate principal amount of all Revolving Credit Loans
made by such Lender that are outstanding at such time and (ii) such Lender's Pro
Rata Share (calculated based on its Revolving Credit Percentage) of all Letter
of Credit Outstandings at such time. The Unutilized Revolving Credit Commitment
of the Swingline Lender shall not be reduced by the amount of any Swingline
Loans outstanding at any time.

         "Unutilized Swingline Commitment" shall mean, with respect to the
Swingline Lender at any time, the Swingline Commitment at such time less the
aggregate principal amount of all Swingline Loans that are outstanding at such
time.

         1.2 Accounting Terms. Any accounting terms used in this Agreement that
are not specifically defined shall have the meanings customarily given them in
accordance with Generally Accepted Accounting Principles; provided, however,
that, in the event that changes in


                                       30
<PAGE>

Generally Accepted Accounting Principles shall be mandated by the Financial
Accounting Standards Board, or any similar accounting body of comparable
standing, or shall be recommended by the Borrower's certified public
accountants, to the extent that such changes would modify or could modify such
accounting terms or the interpretation or computation thereof, such changes
shall be followed in defining such accounting terms only from and after the date
that this Agreement shall have been amended to the extent necessary to reflect
any such changes in the financial covenants and other terms and conditions of
this Agreement. In the event of any such changes, the Borrower, the Agent and
the Required Lenders shall endeavor in good faith to promptly agree to
appropriate amendments hereto.

         1.3 Singular/Plural. Unless the context otherwise requires, words in
the singular include the plural and words in the plural include the singular.

         1.4 Other Terms. All other terms contained in this Agreement shall,
when the context so indicates, have the meanings provided for by the Uniform
Commercial Code of the State of North Carolina to the extent the same are used
or defined therein.

                                   ARTICLE II

                AMOUNT AND TERMS OF THE LOANS; LETTERS OF CREDIT

         2.1 The Loans.

        (a) Each Lender having a Revolving Credit Commitment severally agrees,
subject to and on the terms and conditions of this Agreement, to make loans
(each, a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans")
to the Borrower, from time to time on any Business Day during the period from
the date hereof to the Revolving Credit Facility Termination Date, provided that
(i) the aggregate principal amount of Revolving Credit Loans at any time
outstanding for any Lender shall not exceed the difference between (1) such
Lender's Revolving Credit Commitment at such time less (2) such Lender's Pro
Rata Share (calculated based on its Revolving Credit Percentage) of the
aggregate Letter of Credit Outstandings at such time (exclusive of Reimbursement
Obligations that are repaid with the proceeds of, and simultaneously with the
incurrence of, Revolving Credit Loans) and (ii) no Borrowing of Revolving Credit
Loans shall be made if, immediately after giving effect thereto, the aggregate
principal amount of Revolving Credit Loans, Letter of Credit Outstandings
(exclusive of the aggregate amount of Reimbursement Obligations to be repaid
with the proceeds of, and simultaneously with, the incurrence of Revolving
Credit Loans made pursuant to such Borrowing) and Swingline Loans (excluding the
aggregate amount of any Swingline Loans to be repaid with proceeds of, and
simultaneously with, the incurrence of Revolving Credit Loans made pursuant to
such Borrowing) outstanding at such time would exceed the Total Revolving Credit
Commitment, and (iii) no advance of any Borrowing of Revolving Credit Loans
shall be required if, immediately after giving effect thereto, a Default or
Event of Default exists. Subject to and on the terms and conditions of this
Agreement, the Borrower may borrow, repay and reborrow Revolving Credit Loans
until the Revolving Credit Facility Termination Date.

        (b) The Swingline Lender agrees, subject to and on the terms and
conditions of this Agreement, to make loans (each, a "Swingline Loan," and
collectively, the "Swingline Loans")



                                       31

<PAGE>

to the Borrower, from time to time on any Business Day during the period from
the Amendment Effective Date to but not including the Swingline Maturity Date
(or, if earlier, the Revolving Credit Facility Termination Date), in an
aggregate principal amount not exceeding the Swingline Commitment,
notwithstanding that the aggregate principal amount of Swingline Loans
outstanding at any time, when added to the aggregate principal amount of the
Revolving Credit Loans made by the Swingline Lender in its capacity as a Lender
outstanding at such time and its Letter of Credit Outstandings at such time, may
exceed its Revolving Credit Commitment at such time; provided, however, that no
Borrowing of Swingline Loans shall be made if, immediately after giving effect
thereto, the sum of the aggregate principal amount of Revolving Credit Loans,
Letter of Credit Outstandings (exclusive of Reimbursement Obligations that are
repaid with the proceeds of, and simultaneously with, the incurrence of
Revolving Credit Loans), and Swingline Loans (excluding the aggregate amount of
any Swingline Loans to be repaid with proceeds of Revolving Credit Loans made
pursuant to such Borrowing) outstanding at such time would exceed the Total
Revolving Credit Commitment. Subject to and on the terms and conditions of this
Agreement, the Borrower may borrow, repay (including by means of a Borrowing of
Revolving Credit Loans pursuant to SECTION 2.2(B)) and reborrow Swingline Loans.

         2.2 Borrowings.

         (a) The Loans (other than the Swingline Loans) shall, at the option of
the Borrower and subject to the terms and conditions of this Agreement, be
either ABR Loans or LIBOR Loans (each such type of Loan, a "Type"), provided
that (i) all Loans comprising the same Borrowing shall, unless otherwise
specifically provided herein, be of the same Type and (ii) the Swingline Loans
shall be made and maintained as ABR Loans at all times.

         (b) In order to make a Borrowing (other than Borrowings involving
continuations or conversions of outstanding Loans which shall be made pursuant
to SECTION 2.9, mandatory Borrowings of Revolving Credit Loans pursuant to
SECTION 2.17(E), Borrowings of Swingline Loans pursuant to SECTION 2.2(F) below,
and Borrowings for the purpose of repaying Refunded Swingline Loans, which shall
be made pursuant to SECTION 2.2(G) below), the Borrower will give the Agent
written notice (by telecopier or otherwise), not later than 12:00 noon,
Charlotte, North Carolina local time, at least three (3) Business Days prior to
each Borrowing to be comprised of LIBOR Loans and at least one (1) Business Day
prior to each Borrowing to be comprised of ABR Loans; provided, however, that
requests for the Borrowing of any Revolving Credit Loans to be made on the
Amendment Effective Date may, at the discretion of the Agent, be given later
than the times specified hereinabove. Each such notice (each, a "Notice of
Borrowing") shall be irrevocable, shall be given in the form of EXHIBIT B-1 and
shall be appropriately completed to specify (i) the aggregate principal amount
and initial Type of the Loans to be made pursuant to such Borrowing (and, in the
case of a Borrowing of LIBOR Loans, the initial Interest Period to be applicable
thereto), (ii) the purpose and proposed use of the proceeds of the Borrowing,
and (iii) the requested date of the Borrowing (the "Borrowing Date"), which
shall be a Business Day.

        Notwithstanding anything to the contrary contained herein:

                (i) the aggregate principal amount of each Borrowing hereunder
        (x) in the case of Borrowings of Revolving Credit Loans comprised of ABR
        Loans (excluding



                                       32
<PAGE>

        Borrowings for the purpose of repaying Refunded Swingline Loans, and
        mandatory Borrowings of Revolving Credit Loans pursuant to SECTION
        2.17(E)), shall not be less than $1,000,000 and, if greater, shall be in
        an integral multiple of $500,000 in excess thereof, (y) in the case of
        Borrowings of Swingline Loans, shall not be less than $250,000 and, if
        greater, shall be in an integral multiple of $100,000 in excess thereof,
        and (z) in the case of Borrowings comprised of LIBOR Loans, shall not be
        less than $3,000,000 and, if greater, shall be in an integral multiple
        of $1,000,000 in excess thereof (or, in all cases of a Borrowing of
        Revolving Credit Loans, if less, in the amount of the Total Unutilized
        Revolving Credit Commitment);

                (ii) if the Borrower shall have failed to designate the Type of
        Loans comprising a Borrowing, the Borrower shall be deemed to have
        requested a Borrowing comprised of ABR Loans;

                (iii) if the Borrower shall have failed to select the duration
        of the Interest Period to be applicable to any Borrowing of LIBOR Loans,
        then the Borrower shall be deemed to have selected an Interest Period
        with a duration of one month; and

                (iv) LIBOR Loans under the Revolving Credit Facility may not be
        outstanding under more than ten (10) separate Interest Periods at any
        one time.

        (c) Upon its receipt of a Notice of Borrowing, the Agent will promptly
notify each Lender of the proposed Borrowing. Not later than 2:00 p.m.,
Charlotte time, on the requested Borrowing Date, each such Lender will make
available to the Agent at its office referred to in SECTION 10.4 (or at such
other location as the Agent may designate) an amount, in Dollars and in
immediately available funds, equal to the amount of the Loan to be made by such
Lender. To the extent the relevant Lenders have made such amounts available to
the Agent as provided hereinabove, the Agent will make the aggregate of such
amounts available to the Borrower in accordance with SECTION 2.2(D) below and in
like funds as received by the Agent. Each Lender may, at its option, make and
maintain any LIBOR Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make or maintain such LIBOR Loan, provided that any exercise
of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement; provided, further, that the
Borrower shall not be responsible for costs arising under SECTIONS 2.11, 2.12,
2.13 or otherwise payable hereunder resulting from any such transfer of its
Loans to the extent such costs would not otherwise be applicable to such Lender
in the absence of such transfer.

        (d) The Borrower hereby authorizes the Agent to disburse the proceeds of
each Borrowing in accordance with the terms of any written instructions from any
of the Authorized Officers, provided that the Agent shall not be obligated under
any circumstances to forward amounts to any account not listed in an Account
Designation Letter. The Borrower may at any time deliver to the Agent an Account
Designation Letter listing any additional accounts or deleting any accounts
listed in a previous Account Designation Letter.

        (e) Unless the Agent has received, prior to 12:00 noon, Charlotte time,
on the relevant Borrowing Date, written notice from a Lender that such Lender
will not make available to the Agent such Lender's ratable portion, if any, of
the relevant Borrowing, the Agent may



                                       33
<PAGE>

assume that such Lender has made such portion available to the Agent in
immediately available funds on such Borrowing Date in accordance with SECTION
2.2(C) above, and the Agent may, in reliance upon such assumption, make a
corresponding amount available to the Borrower on such Borrowing Date. If and to
the extent that such Lender shall not have made such portion available to the
Agent, and the Agent shall have made such corresponding amount available to the
Borrower, such Lender, on the one hand, and the Borrower, on the other,
severally (but without duplication of payments made by the applicable Lender)
agree to pay to the Agent forthwith on demand such corresponding amount,
together with interest thereon for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the Agent, (i)
in the case of such Lender, at the Federal Funds Rate, and (ii) in the case of
the Borrower, at the rate of interest applicable at such time to Loans
comprising such Borrowing, as determined under the provisions of SECTION 2.6. If
such Lender shall repay to the Agent such corresponding amount, such amount
shall constitute such Lender's Loan as part of such Borrowing for purposes of
this Agreement and the Borrower shall have no further obligation to make any
repayment of such Borrowing pursuant to this SECTION 2.2(E). The failure of any
Lender to make any Loan required to be made by it as part of any Borrowing shall
not relieve any other Lender of its obligation, if any, hereunder to make its
Loan as part of such Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender as
part of any Borrowing.

        (f) In order to make a Borrowing of a Swingline Loan, the Borrower will
give the Agent and the Swingline Lender written notice not later than 12:00
noon, Charlotte time, on the Business Day of such Borrowing. Each such notice
(each, a "Notice of Swingline Borrowing") shall be irrevocable, shall be given
in the form of EXHIBIT B-4 and shall specify (i) the principal amount of the
Swingline Loan to be made pursuant to such Borrowing (which shall not be less
than $250,000 and, if greater, shall be in an integral multiple of $100,000 in
excess thereof (or, if less, in the amount of the Unutilized Swingline
Commitment)) and (ii) the requested Borrowing Date, which shall be a Business
Day. Not later than 2:00 p.m., Charlotte time, on the requested Borrowing Date,
the Swingline Lender will make available to the Agent at its office referred to
in SECTION 10.4 (or at such other location as the Agent may designate) an
amount, in Dollars and in immediately available funds, equal to the amount of
the requested Swingline Loan. The Agent will make such amount available to the
Borrower in accordance with SECTION 2.2(C). Subject to the terms and conditions
of this Agreement, the Swingline Lender may at any time (whether or not an Event
of Default has occurred and is continuing) in its sole and absolute discretion,
and is hereby authorized and empowered by the Borrower to, cause a Borrowing of
Swingline Loans not in excess of the Swingline Commitment to be made for the
purpose of repaying any outstanding principal and interest amounts under the
Cash Management Line of Credit by delivering to the Borrower, not later than
12:00 noon, Charlotte time, on the Business Day of such Borrowing, a notice
(which shall be deemed to be a Notice of Swingline Borrowing given by the
Borrower but not a new representation) requesting that the Swingline Lender make
Swingline Loans on such Borrowing Date in an aggregate amount not to exceed the
outstanding principal and interest amounts under the Cash Management Line of
Credit; provided, that it shall be a condition precedent to any borrowing under
the Cash Management Line of Credit that no Default or Event of Default shall
have occurred and be continuing under this Agreement (which condition shall be
deemed waived upon and subject to the conditions of a waiver of such Default or
Event of Default pursuant to the terms of this Agreement).


                                       34
<PAGE>

        (g) With respect to any outstanding Swingline Loans, the Swingline
Lender may at any time (whether or not an Event of Default has occurred and is
continuing) in its sole and absolute discretion, and is hereby authorized and
empowered by the Borrower to, cause a Borrowing of Revolving Credit Loans to be
made for the purpose of repaying such Swingline Loans by delivering to each
other Lender (on behalf of, and with a copy to, the Borrower), not later than
12:00 noon, Charlotte time, one (1) Business Day prior to the proposed Borrowing
Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given
by the Borrower but not a new representation) requesting the Lenders to make
Revolving Credit Loans (which shall be made initially as ABR Loans) on such
Borrowing Date in an aggregate amount equal to the amount of such Swingline
Loans (the "Refunded Swingline Loans") outstanding on the date such notice is
given that the Swingline Lender requests to be repaid. Not later than 2:00 p.m.,
Charlotte time, on the requested Borrowing Date, each Lender (other than the
Swingline Lender) will make available to the Agent at its office referred to in
SECTION 10.4 (or at such other location as the Agent may designate) an amount,
in Dollars and in immediately available funds, equal to the amount of the
Revolving Loan to be made by such Lender. To the extent the Lenders have made
such amounts available to the Agent as provided hereinabove, the Agent will make
the aggregate of such amounts available to the Swingline Lender in like funds as
received by the Agent, which shall apply such amounts in repayment of the
Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the
contrary, on the relevant Borrowing Date, the Refunded Swingline Loans shall be
deemed to be repaid with the proceeds of the Revolving Credit Loans made as
provided above (including a Revolving Loan deemed to have been made by the
Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid
shall no longer be outstanding as Swingline Loans but shall be outstanding as
Revolving Credit Loans. If any portion of any such amount repaid (or deemed to
be repaid) to the Swingline Lender shall be recovered by or on behalf of the
Borrower from the Swingline Lender in any bankruptcy, insolvency or similar
proceeding or otherwise, the loss of the amount so recovered shall be shared
ratably among all the Lenders in the manner contemplated by SECTION 2.2(H).

        (h) If, as a result of any bankruptcy, insolvency or similar proceeding
with respect to the Borrower, Revolving Credit Loans are not made pursuant to
SECTION 2.2(G) above in an amount sufficient to repay any amounts owed to the
Swingline Lender in respect of any outstanding Swingline Loans, or if the
Swingline Lender is otherwise precluded for any reason from giving a notice on
behalf of the Borrower as provided for hereinabove, the Swingline Lender shall
be deemed to have sold without recourse, representation or warranty, and each
Lender shall be deemed to have purchased and hereby agrees to purchase, a
participation in such outstanding Swingline Loans in an amount equal to its
ratable share (based on the proportion that its Revolving Credit Commitment
bears to the Total Revolving Credit Commitments at such time) of the unpaid
amount thereof together with accrued interest thereon. Upon one (1) Business
Day's prior notice from the Swingline Lender, each Lender (other than the
Swingline Lender) will make available to the Agent at its office referred to in
SECTION 10.4 (or at such other location as the Agent may designate) an amount,
in Dollars and in immediately available funds, equal to its participation. To
the extent the Lenders have made such amounts available to the Agent as provided
hereinabove, the Agent will make the aggregate of such amounts available to the
Swingline Lender in like funds as received by the Agent. In the event any such
Lender fails to make available to the Agent the amount of such Lender's
participation as provided in this SECTION 2.2(H), the Swingline Lender shall be
entitled to recover such amount on demand from



                                       35
<PAGE>

such Lender, together with interest thereon for each day from the date such
amount is required to be made available for the account of the Swingline Lender
until the date such amount is made available to the Swingline Lender at the
Federal Funds Rate. Promptly following its receipt of any payment by or on
behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will
pay to each Lender that has acquired a participation therein such Lender's
ratable share of such payment.

        (i) Notwithstanding any provision of this Agreement to the contrary, the
obligation of each Lender (other than the Swingline Lender) to make Revolving
Credit Loans for the purpose of repaying any Refunded Swingline Loans pursuant
to SECTION 2.2(G) above and each such Lender's obligation to purchase a
participation in any unpaid Swingline Loans pursuant to SECTION 2.2(H) above
shall be absolute and unconditional and shall not be affected by any
circumstance or event whatsoever, including, without limitation, (i) any
set-off, counterclaim, recoupment, defense or other right that such Lender may
have against the Swingline Lender, the Agent, the Borrower or any other Person
for any reason whatsoever, (ii) the occurrence or continuance of any Default or
Event of Default, (iii) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of the
Borrower or any of its Subsidiaries, or (iv) any breach of this Agreement by any
party hereto.

        2.3 Notes.

        (a) The Loans made by each Lender shall be evidenced (i) if Revolving
Credit Loans, by a Revolving Credit Note appropriately completed in
substantially the form of EXHIBIT A-1, and (ii) if Swingline Loans, by a
Swingline Note appropriately completed in substantially the form of EXHIBIT A-2.

        (b) The Revolving Credit Note issued to each Lender with a Revolving
Credit Commitment shall (i) be executed by the Borrower, (ii) be payable to the
order of such Lender, (iii) be dated as of the Amendment Effective Date (or, in
the case of Revolving Credit Notes issued pursuant to an Assignment and
Acceptance, as of the date thereof), (iv) be in a stated principal amount equal
to such Lender's Revolving Credit Commitment, (v) bear interest in accordance
with the provisions of SECTION 2.6, as the same may be applicable to the
Revolving Credit Loans made by such Lender from time to time, and (vi) be
entitled to all of the benefits of this Agreement and the other Loan Documents
and subject to the provisions hereof and thereof.

        (c) The Swingline Note issued to the Swingline Lender shall (i) be
executed by the Borrower, (ii) be payable to the order of the Swingline Lender,
(iii) be dated as of the Amendment Effective Date, (iv) be in a stated principal
amount equal to the Swingline Commitment, (v) bear interest in accordance with
the provisions of SECTION 2.6, as the same may be applicable to the Swingline
Loans made by the Swingline Lender from time to time, and (vi) be entitled to
all of the benefits of this Agreement and the other Loan Documents and subject
to the provisions hereof and thereof.

        (d) Each Lender will record on its internal records the amount and Type
of each Loan made by it and each payment received by it in respect thereof and
will, in the event of any transfer of any of its Notes, either endorse on the
reverse side thereof or on a schedule attached thereto (or any continuation
thereof) the outstanding principal amount and Type of the Loans



                                       36
<PAGE>

evidenced thereby as of the date of transfer or provide such information on
Annex I to the Assignment and Acceptance relating to such transfer; provided,
however, that the failure of any Lender to make any such recordation or provide
any such information, or any error in such recordation or information, shall not
affect the Borrower's obligations in respect of such Loans. The register
maintained by the Agent shall be deemed correct absent manifest error.

        (e) The Notes shall be issued in renewal, amendment, rearrangement and
restatement of, and not in novation, discharge or satisfaction of, the Notes (as
defined in the Original Credit Agreement).

        2.4 Termination and Reduction of Commitments and Swingline Commitment.

        (a) The Revolving Credit Commitment of each Lender shall be
automatically and permanently terminated on the Revolving Credit Facility
Termination Date unless sooner terminated pursuant to SECTION 2.4(C) below or
SECTION 10.5.

        (b) The Swingline Commitment shall be automatically and permanently
terminated on the Swingline Maturity Date unless sooner terminated pursuant to
SECTION 2.4(C) below or SECTION 10.5.

        (c) At any time and from time to time, upon at least three (3) Business
Days' prior written notice to the Agent (and, in the case of a termination or
reduction of the Unutilized Swingline Commitment, the Swingline Lender), the
Borrower may at its option, without premium or penalty, terminate in whole or
reduce in part the Total Unutilized Revolving Credit Commitment or the
Unutilized Swingline Commitment, provided that any such partial reduction shall
be in an aggregate amount of not less than $5,000,000 ($1,000,000 in the case of
the Unutilized Swingline Commitment) or, if greater, in multiples of $1,000,000
in excess thereof. The amount of any termination or reduction made under this
SECTION 2.4(C) may not thereafter be reinstated.

        (d) Each reduction of the Total Revolving Credit Commitment under this
SECTION 2.4 shall be applied ratably among the Lenders according to their
respective Revolving Credit Commitments. After any such reduction, the fee
provided in SECTION 2.7(B) shall be calculated with respect to the reduced
Commitments. Notwithstanding any provision of this Agreement to the contrary,
any reduction of the Total Revolving Credit Commitments pursuant to this SECTION
2.4 that has the effect of reducing the Total Revolving Credit Commitments to an
amount less than the amount of the Swingline Commitment at such time shall
result in an automatic corresponding reduction of the Swingline Commitment to
the amount of the Total Revolving Credit Commitments (as so reduced), without
any further action on the part of the Borrower or the Swingline Lender.

        2.5 Payments; Voluntary, Mandatory.

        (a) At any time and from time to time, the Borrower shall have the right
to voluntarily prepay the Loans, in whole or in part, without premium or penalty
(except as provided in clause (III) below), upon written notice to the Agent
given not later than 12:00 noon, Charlotte time, (x) at least three (3) Business
Days prior to each intended prepayment of any Loans that are LIBOR Loans and (y)
at least one (1) Business Day prior to each intended


                                       37
<PAGE>

prepayment of any Loans that are ABR Loans; provided that Swingline Loans may be
prepaid on a same day basis; provided further that (i) each partial voluntary
prepayment of Revolving Credit Loans shall be in an aggregate principal amount
of not less than $1,000,000 or, if greater, an integral multiple of $1,000,000
in excess thereof, and each partial voluntary prepayment of Swingline Loans
shall be in an aggregate principal amount of not less than $100,000, or if
greater, an integral multiple thereof, (ii) no partial voluntary prepayment of
LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate
outstanding principal amount of the remaining LIBOR Loans under such Borrowing
to less than $3,000,000 or to any greater amount not an integral multiple of
$1,000,000 in excess thereof, and (iii) unless made together with all amounts
required under SECTION 2.13 to be paid as a consequence of such prepayment, a
prepayment of a LIBOR Loan may be made only on the last day of the Interest
Period applicable thereto. Each such notice shall specify the proposed date of
such prepayment and the aggregate principal amount and the Types of the Loans to
be prepaid (and, in the case of LIBOR Loans, the Interest Period of the
Borrowing pursuant to which made), and shall be irrevocable and shall bind the
Borrower to make such prepayment on the terms specified therein. During the
continuance of any Event of Default, all prepayments pursuant to this SECTION
2.5(A) shall be applied, first, to the Swingline Loans, and second, after
payment in full of the Swingline Loans, to the Revolving Credit Loans as
determined by the Agent. Each prepayment of the Revolving Credit Loans made
pursuant to this SECTION 2.5(A) shall be applied to reduce the aggregate
outstanding principal amount of the Revolving Credit Loans ratably among the
Lenders holding Revolving Credit Loans in proportion to the principal amount
held by each. In the absence of an Event of Default, voluntary prepayments
pursuant to this SECTION 2.5(A) shall be applied as specified by the Borrower in
the applicable prepayment notice. Loans prepaid pursuant to this SECTION 2.5(A)
may be reborrowed, subject to the terms and conditions of this Agreement.

        (b) Except to the extent due or paid sooner pursuant to the provisions
of this Agreement, the Borrower will repay the aggregate outstanding principal
amount of the Revolving Credit Loans in full on the Revolving Credit Facility
Maturity Date. Except to the extent due or made sooner pursuant to the
provisions of this Agreement, the Borrower will repay the aggregate outstanding
principal amount of the Swingline Loans in full on the Swingline Maturity Date.

        (c) In the event that, at any time, the sum of (i) the aggregate
principal amount of the Revolving Credit Loans outstanding on any date (after
giving effect to all repayments thereof on such date), (ii) the aggregate Letter
of Credit Outstandings at such time (after giving effect to all repayments
thereof on such date), and (iii) the aggregate Swingline Loans outstanding at
such time (excluding the aggregate amount of any Swingline Loans to be repaid
with proceeds of Revolving Credit Loans made on the date of determination after
giving effect to all repayments on such date) at such time exceeds the Total
Revolving Credit Commitment at such time (after giving effect to any termination
or reduction thereof as of such date), the Borrower will immediately prepay the
principal amount of the Swingline Loans in the amount of such excess and, to the
extent of any excess remaining after prepayment in full of outstanding Swingline
Loans, the Borrower will immediately prepay the outstanding principal amount of
the Revolving Credit Loans in the amount of such excess; provided, however, such
payment shall be accompanied by all amounts required under SECTION 2.13 if
applied to a LIBOR Loan and such payment is not made on the last day of the
Interest Period applicable thereto, and (B) to the extent such excess amount
required to be prepaid is greater than the aggregate principal amount


                                       38
<PAGE>

of the Swingline Loans and Revolving Credit Loans outstanding immediately prior
to the application of such prepayment, the amount so prepaid shall be retained
by the Agent and held in the Cash Collateral Account as security for the
Borrower's Credit Obligations, as more particularly described in SECTION
2.17(I), and thereupon such cash shall be deemed to reduce the aggregate
Reimbursement Obligations by an equivalent amount.

        (d) On the date of receipt by the Borrower or any of its Subsidiaries of
any net cash proceeds from any issuance of Capital Stock (other than (i) an
immaterial amount of Capital Stock issued pursuant to employee benefit and
deferred compensation plans of the Borrower or any of its Subsidiaries, (ii) the
issuance of Capital Stock by any Subsidiary of the Borrower to the Borrower or
any Subsidiary; provided that such Capital Stock is pledged to the Agent
pursuant to the Pledge Agreement and (iii) any Capital Stock issued or sold in
connection with any Permitted Acquisition and constituting all or a portion of
the applicable purchase price) or debt securities (other than Debt expressly
permitted by Section 6.2 hereof (except Subordinated Debt permitted under
Section 6.2(x) which shall be subject to this mandatory prepayment obligation)
or for which consent of the Required Lenders was obtained), the Borrower shall
make a mandatory repayment of principal of the Revolving Credit Loans (as set
forth in SECTION 2.5(G) below) in an amount equal to fifty percent (50%) of net
proceeds from the issuance of Capital Stock and one hundred percent (100%) of
net cash proceeds from the issuance of debt securities (in each case, net of any
underwriting discounts and commissions and other reasonable costs associated
with such issuance).

        (e) On the date of receipt by the Borrower or any of its Subsidiaries of
any net cash proceeds from any sale or disposition of assets in any transaction
or series of related transactions causing receipt of net cash proceeds in excess
of $2,000,000 per sale or disposition or $15,000,000 in the aggregate over the
term of this Agreement, other than sales or dispositions permitted under clauses
(i), (ii), (iii) and (iv) of SECTION 6.5, the Borrower shall make a mandatory
repayment of principal of the Revolving Credit Loans (as set forth in SUBSECTION
(G) below) in an amount equal to one-hundred percent (100%) of such net cash
proceeds.

        (f) On the date of receipt by the Borrower or any of its Subsidiaries of
any cash prepayment received in reduction of the principal balance of any
Palestine Limited Partnership Note, the Borrower shall make a mandatory
repayment of principal of the Revolving Credit Loans (as set forth in SUBSECTION
(G) below) in an amount equal to one hundred percent (100%) of such payment.

        (g) Each prepayment of the Loans made pursuant to SUBSECTIONS (D), (E)
and (F) above shall be applied to reduce the aggregate outstanding principal
amount of the Revolving Credit Loans, ratably among the Lenders holding
Revolving Credit Loans in proportion to the principal amount held by each. Each
payment or prepayment of a LIBOR Loan made pursuant to the provisions of this
SECTION 2.5 on a day other than the last day of the Interest Period applicable
thereto shall be made together with all amounts required under SECTION 2.13 to
be paid as a consequence thereof.



                                       39
<PAGE>

        2.6 Interest.

        (a) The Borrower will pay interest in respect of the unpaid principal
amount of each Loan, from the date of Borrowing thereof until such principal
amount shall be paid in full, (i) at the Alternate Base Rate, as in effect from
time to time, during such periods as such Loan is an ABR Loan, or (ii) at the
Adjusted LIBOR Rate, as in effect from time to time, during such periods as such
Loan is a LIBOR Loan.

        (b) Any principal amounts of the Loans not paid when due and, to the
greatest extent permitted by law, all interest accrued on the Loans and all
other fees and amounts hereunder not paid when due (whether at maturity,
pursuant to acceleration or otherwise), shall bear interest at a rate per annum
equal to the rate otherwise applicable to such Loan plus two percentage points
(2.0%), and such default interest shall be payable on demand; provided, however,
that if the Required Lenders waive such Default, the Loans will continue to bear
interest at a rate per annum equal to the rate applicable to such Loan. Further,
but without duplication of the foregoing, during the existence of any Event of
Default in response to which the Lenders do not grant a waiver but do not elect
to declare the outstanding principal amounts of the Loans immediately due and
payable, if required by the Required Lenders, the Borrower will pay interest on
the dates provided pursuant to SUBSECTION (C), below, in respect of the unpaid
principal amount of each Loan, from the date the Event of Default first exists
until it is cured or waived, at a rate per annum equal to the rate otherwise
applicable to such Loan plus two percentage points (2.0%) and such interest
shall be payable on demand. To the greatest extent permitted by law, interest
shall continue to accrue after the filing by or against the Borrower of any
petition seeking any relief in bankruptcy or under any act or law pertaining to
insolvency or debtor relief, whether state, federal or foreign.

        (c) Accrued (and theretofore unpaid) interest shall be payable as
follows:

                (i) in respect of each ABR Loan (including any ABR Loan or
        portion thereof paid or prepaid pursuant to the provisions of SECTION
        2.5, except as provided hereinbelow), in arrears on the first Business
        Day of each successive January, April, July and October, beginning with
        the first such day to occur after the Amendment Effective Date;
        provided, that in the event the Loans are repaid or prepaid in full and
        the Total Commitment has been terminated, then accrued interest in
        respect of all ABR Loans shall be payable together with such repayment
        or prepayment on the date thereof;

                (ii) in respect of each LIBOR Loan (including any LIBOR Loan or
        portion thereof paid or prepaid pursuant to the provisions of SECTION
        2.5, except as provided hereinbelow), in arrears, (y) on the last
        Business Day of the Interest Period applicable thereto (subject to the
        provisions of clause (IV) in SECTION 2.8) and (z) in addition, in the
        case of a LIBOR Loan with an Interest Period having a duration of six
        months, on each date on which interest would have been payable under
        clause (y) above had successive Interest Periods of three months'
        duration been applicable to such LIBOR Loan; provided, that in the event
        all LIBOR Loans made pursuant to a single Borrowing are repaid or
        prepaid in full, then accrued interest in respect of such LIBOR Loans
        shall be payable together with such repayment or prepayment on the date
        thereof; and



                                       40
<PAGE>

                (iii) in respect of any Loan, at maturity (whether pursuant to
        acceleration or otherwise) and, after maturity, on demand.

        (d) Nothing contained in this Agreement or in any other Loan Document
shall be deemed to establish or require the payment of interest to any Lender in
an amount in excess of the maximum amount permitted by applicable law. If the
amount of interest or other charges payable for the account of any Lender on any
payment date would exceed the maximum amounts permitted by applicable law to be
charged by such Lender, the amount of interest payable for its account on such
payment date shall be automatically reduced to such maximum permissible amount.
In the event of any such reduction affecting any Lender, if from time to time
thereafter the amount of interest payable for the account of such Lender on any
interest payment date would be less than the maximum amounts permitted by
applicable law to be charged by such Lender, then the amount of interest payable
for its account on such subsequent payment date shall be automatically increased
to such maximum permissible amount, provided that at no time shall the aggregate
amount by which interest paid for the account of any Lender has been increased
pursuant to this sentence exceed the aggregate amount by which interest paid for
its account has theretofore been reduced pursuant to the previous sentence. The
parties hereto understand and believe that if Tennessee or Delaware law were to
apply, this lending transaction complies with the usury laws of the State of
Tennessee or Delaware. If at any time, any amount of interest or other charges
actually paid by the Borrower on or with respect to any Loan is determined to be
in excess of the maximum amount permitted by applicable law, such excess amount
shall be credited as a prepayment of the outstanding principal balance of the
applicable Loan as of the date paid or, if such Loan has been paid in full,
refunded to the Borrower.

        (e) The Agent shall promptly notify the Borrower and the Lenders upon
determining the interest rate for each Borrowing of LIBOR Loans after its
receipt of the relevant Notice of Borrowing or Notice of
Conversion/Continuation; provided, however, that the failure of the Agent to
provide the Borrower or the Lenders with any such notice shall neither affect
any obligations of the Borrower or the Lenders hereunder nor result in any
liability on the part of the Agent to the Borrower or any Lender. Each such
determination (including each determination of the Reserve Requirement in
connection with a Borrowing of LIBOR Loans) shall, absent manifest error, be
final, conclusive and binding on all parties hereto.

        2.7 Fees. The Borrower agrees to pay:

        (a) To First Union Securities, for its own account, on the date of this
Agreement, the fees described in the Engagement Letter as due and payable on the
date of this Agreement and to the extent not theretofore paid to First Union
Securities;

        (b) To the Agent, for the account of each Lender with a Revolving Credit
Commitment, a commitment fee per annum for the period from the date of this
Agreement to the Revolving Credit Facility Termination Date at the rate per
annum as determined under the following matrix with reference to the ratio of
Consolidated Debt to Consolidated EBITDA, applied to the average daily
Unutilized Revolving Credit Commitment of such Lender, payable in arrears (i) on
the first Business Day of each successive January, April, July and October,
beginning with January 1, 2002, and (ii) on the Revolving Credit Facility
Termination Date:




                                       41
<PAGE>

<TABLE>
<CAPTION>
         Ratio of Consolidated
         Debt to Consolidated EBITDA                       Fee Percentage
         ---------------------------                       --------------
<S>                                                        <C>
         Greater than or equal to
         2.5 to 1.0                                            0.500%

         Less than 2.5 to 1.0                                  0.375%
</TABLE>

        From the Amendment Effective Date until the fifth (5) Business Day
after receipt by the Agent of the financial statements for the fiscal quarter
ending March 31, 2002 pursuant to SECTION 5.1(A) below (together with a
Compliance Certificate), the fee percentage shall be 0.500%. Subject to the
preceding sentence, the fee percentage shall be reset from time to time
effective on the same date as the Applicable Margin is reset as set forth
herein.

        (c) To the Agent, for the account of each L/C Participant, a letter of
credit fee in respect of each Letter of Credit for the period from the date of
its issuance to the date of its termination, at a rate per annum equal to the
Applicable Margin for LIBOR Loans in effect from time to time during such
period, on the daily average Stated Amount thereof, payable in arrears (i) on
the first Business Day of each successive January, April, July and October,
beginning with the first such day to occur after the Amendment Effective Date,
and (ii) on the later of the Revolving Credit Facility Termination Date or the
date of termination of the last outstanding Letter of Credit;

        (d) To the Issuing Lender, for its own account, a facing fee in respect
of each Letter of Credit for the period from the date of its issuance to the
date of its termination, at a rate per annum equal to 0.125%, on the daily
average aggregate stated Amount, thereof, payable in arrears (i) on the first
Business Day of each successive January, April, July and October, beginning with
the first such day to occur after the Amendment Effective Date, and (ii) on the
later of the Revolving Credit Facility Termination Date or the date of
termination of the last outstanding Letter of Credit;

        (e) To the Issuing Lender, for its own account, such commissions,
issuance fees, transfer fees and other fees and charges incurred in connection
with the issuance and administration of each Letter of Credit as are customarily
charged from time to time by the Issuing Lender for the performance of such
services in connection with similar letters of credit, or as may be otherwise
agreed to by the Borrower; and

        (f) To the Agent, for its own account, the annual administrative fee
provided in the Engagement Letter, on the terms, in the amounts and at the times
set forth therein.

        2.8 Interest Periods. Concurrently with the giving of any Notice of
Borrowing or Notice of Conversion/Continuation in respect of any Borrowing
comprised of LIBOR Loans or LIBOR Loans or ABR Loans to be continued or
converted into, or to be continued as, LIBOR Loans, the Borrower shall have the
right to elect, pursuant to such notice, the interest period (each, an "Interest
Period") to be applicable to such LIBOR Loans, which Interest Period shall, at
the option of the Borrower, be a one, two, three or six month period (subject to
SECTION 2.11); provided, however, that:



                                       42
<PAGE>

                (i) all LIBOR Loans comprising a single Borrowing shall at all
        times have the same Interest Period;

                (ii) the initial Interest Period for any LIBOR Loan shall
        commence on the date of the Borrowing of such Loan (including the date
        of any continuation of, or conversion into, such LIBOR Loan), and each
        successive Interest Period applicable to such LIBOR Loan shall commence
        on the day on which the next preceding Interest Period applicable
        thereto expires;

                (iii) the Borrower may not select any Interest Period that
        begins prior to the third (3rd) Business Day after the Amendment
        Effective Date or that expires after the Revolving Credit Facility
        Maturity Date;

                (iv) if any Interest Period otherwise would expire on a day that
        is not a Business Day, such Interest Period shall expire on the next
        succeeding Business Day unless such next succeeding Business Day falls
        in another calendar month, in which case such Interest Period shall
        expire on the next preceding Business Day;

                (v) no Interest Period with respect to Revolving Credit Loans
        that are to be maintained as LIBOR Loans may be selected that would end
        after a scheduled date for repayment of principal of the Revolving
        Credit Loans occurring on or after the first day of such Interest Period
        unless, immediately after giving effect to such selection, the sum of
        (y) the aggregate principal amount of Revolving Credit Loans that are
        ABR Loans or that have Interest Periods expiring on or before such
        principal repayment date, plus (z) the Total Unutilized Revolving Credit
        Commitment as of such date, equals or exceeds the principal amount
        required to be paid on such principal repayment date;

                (vi) if any Interest Period begins on a day for which there is
        no numerically corresponding day in the calendar month during which such
        Interest Period would otherwise expire, such Interest Period shall
        expire on the last Business Day of such calendar month; and

                (vii) if, upon the expiration of any Interest Period applicable
        to a Borrowing of LIBOR Loans, the Borrower shall have failed to elect a
        new Interest Period to be applicable to such LIBOR Loans, then the
        Borrower shall be deemed to have elected to convert such LIBOR Loans
        into ABR Loans as of the expiration of the then current Interest Period
        applicable thereto.

        2.9 Conversions and Continuations.

        (a) The Borrower shall have the right, on any Business Day to elect (i)
to convert all or a portion of the outstanding principal amount of any ABR Loans
into LIBOR Loans, or to convert any LIBOR Loans the Interest Periods for which
end on the same day into ABR Loans, or (ii) upon the expiration of any Interest
Period, to continue all or a portion of the outstanding principal amount of any
LIBOR Loans the Interest Periods for which end on the same day for an additional
Interest Period, provided that (i) any such conversion of LIBOR Loans into ABR
Loans shall involve an aggregate principal amount of not less than $1,000,000
or, if greater, an integral multiple of $500,000 in excess thereof; (ii) any
such conversion of ABR Loans into, or



                                       43
<PAGE>

continuation of, LIBOR Loans shall involve an aggregate principal amount of not
less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in
excess thereof; (iii) no partial conversion of LIBOR Loans made pursuant to a
single Borrowing shall reduce the outstanding principal amount of such LIBOR
Loans to less than $3,000,000 or to any greater amount not an integral multiple
of $1,000,000 in excess thereof, (iv) no such conversion or continuation shall
be permitted with regard to any ABR Loans that are Swingline Loans, and (v) no
conversion of ABR Loans into LIBOR Loans or continuation of LIBOR Loans into a
new Interest Period shall be permitted during the continuance of a Default or
Event of Default. If a LIBOR Loan is converted into a ABR Loan on any day other
than the last day of the Interest Period applicable thereto, the Borrower will
pay, upon such conversion, all amounts required under SECTION 2.13 to be paid as
a consequence thereof.

        (b) The Borrower shall make each such election by giving the Agent
written notice not later than 12:00 noon, Charlotte time, three (3) Business
Days prior to the effective date of any conversion of ABR Loans into, or
continuation of, LIBOR Loans and one (1) Business Day prior to the effective
date of any conversion of LIBOR Loans into ABR Loans. Each such notice (each, a
"Notice of Conversion/Continuation") shall be irrevocable, shall be given in the
form of EXHIBIT B-2 and shall specify (x) the date of such conversion or
continuation (which shall be a Business Day), (y) in the case of a conversion
into, or a continuation of, LIBOR Loans, the Interest Period to be applicable
thereto, and (z) the aggregate amount and Type of the Loans being converted or
continued. Upon the receipt of a Notice of Conversion/Continuation, the Agent
will promptly notify each Lender of the proposed conversion or continuation. In
the event that the Borrower shall fail to deliver a Notice of
Conversion/Continuation as provided herein with respect to any outstanding LIBOR
Loans, such LIBOR Loans shall automatically be converted to ABR Loans upon the
expiration of the then current Interest Period applicable thereto (unless repaid
pursuant to the terms hereof).

        (c) The Borrower shall have a one-time option, exercisable on any
Business Day, to convert Unutilized End Loaded Lease Commitments under the End
Loaded Lease Credit Agreement to Revolving Credit Commitments under this
Agreement on a pro rata basis among the Lenders; provided, that (i) any such
conversion shall involve aggregate Unutilized End Loaded Lease Commitments in an
amount not greater than $10,000,000 and (ii) no such conversion shall be
permitted during the continuance of a Default or an Event of Default. The
Borrower shall exercise such option by giving the Agent written notice not later
than 12:00 noon, Charlotte time, five (5) Business Days prior to the effective
date of any conversion of Unutilized End Loaded Lease Commitments to Revolving
Credit Commitments. Such notice (the "Notice of Commitment Conversion") shall be
irrevocable, shall be given in the form of EXHIBIT B-3 and shall specify (x) the
date of such conversion (which will be a Business Day) and (y) the amount of
Unutilized End Loaded Lease Commitments being converted.

        (d) The Notice of Commitment Conversion shall be accompanied by new
Revolving Credit Notes and End Loaded Lease Notes executed by the Borrower at
its own expense, dated the date of conversion and reflecting the changes in the
End Loaded Lease Commitments and Revolving Credit Commitments of the Lenders.
Upon receipt of the Notice of Commitment Conversion and the new Revolving Credit
Notes and End Loaded Lease Notes from the Borrower, and confirmation that no
Default or Event of Default exists, the Agent will (i) accept such Notice of
Commitment Conversion, (ii) record the information contained therein in the



                                       44
<PAGE>

Register and in the register maintained by the Agent pursuant to Section 9.9(a)
of the End Loaded Lease Credit Agreement, and (iii) promptly notify each Lender
of the proposed conversion and request that the Revolving Credit Notes and the
End Loaded Lease Notes then held by the Lenders be returned to the Agent. Upon
receipt by the Agent of the Revolving Credit Notes and the End Loaded Lease
Notes provided by any Lender pursuant to clause (iii) above, the Agent shall
deliver the new Revolving Credit Notes and End Loaded Lease Notes to such Lender
in exchange for the surrendered notes and shall forward the surrendered notes to
the Borrower for cancellation.

        2.10 Method of Payments; Computations.

        (a) All payments by the Borrower hereunder shall be made without setoff,
counterclaim or other defense, in Dollars and in immediately available funds to
the Agent, for the account of the Lenders or the Swingline Lender, as the case
may be (except as otherwise expressly provided herein as to payments required to
be made directly to the Issuing Lender and the Lenders) at its office referred
to in SECTION 10.4, prior to 12:00 noon, Charlotte time, on the date payment is
due. Any payment made as required hereinabove, but after 12:00 noon, Charlotte
time, shall be deemed to have been made on the next succeeding Business Day. If
any payment falls due on a day that is not a Business Day, then such due date
shall be extended to the next succeeding Business Day (except that in the case
of LIBOR Loans to which the provisions of clause (IV) in SECTION 2.8 are
applicable, such due date shall be the next preceding Business Day), and such
extension of time shall then be included in the computation of payment of
interest, fees or other applicable amounts at the applicable rate in effect
immediately prior to such extension.

        (b) The Agent will distribute to the Lenders like amounts relating to
payments made to the Agent for the account of the Lenders as follows: (i) if the
payment is received by 12:00 noon, Charlotte time, in immediately available
funds, the Agent will make available to each relevant Lender on the same date,
by wire transfer of immediately available funds, such Lender's ratable share of
such payment (based on the percentage that the amount of the relevant payment
owing to such Lender bears to the total amount of such payment owing to all of
the relevant Lenders), and (ii) if such payment is received after 12:00 noon,
Charlotte time, or in other than immediately available funds, the Agent will
make available to each such Lender its ratable share of such payment by wire
transfer of immediately available funds on the next succeeding Business Day (or
in the case of uncollected funds, as soon as practicable after collected). If
the Agent shall not have made a required distribution to the appropriate Lenders
as required hereinabove after receiving a payment for the account of such
Lenders, the Agent will pay to each such Lender, on demand, its ratable share of
such payment with interest thereon at the Federal Funds Rate for each day from
the date such amount was required to be disbursed by the Agent until the date
repaid to such Lender. The Agent will distribute to the Issuing Lender like
amounts relating to payments made to the Agent for the account of the Issuing
Lender in the same manner, and subject to the same terms and conditions, as set
forth hereinabove with respect to distributions of amounts to the Lenders.

        (c) Unless the Agent shall have received written notice from the
Borrower prior to the date on which any payment is due to any Lender hereunder
that such payment will not be made in full, the Agent may assume that the
Borrower has made such payment in full to the



                                       45
<PAGE>

Agent on such date, and the Agent may, in reliance on such assumption, but shall
not be obligated to, cause to be distributed to such Lender on such due date an
amount equal to the amount then due to such Lender. If and to the extent the
Borrower shall not have so made such payment in full to the Agent, and without
limiting the obligation of the Borrower to make such payment in accordance with
the terms hereof, such Lender shall repay to the Agent forthwith on demand such
amount so distributed to such Lender, together with interest thereon for each
day from the date such amount is so distributed to such Lender until the date
repaid to the Agent, at the Federal Funds Rate.

        (d) With respect to each payment hereunder, except as specifically
provided otherwise herein or in any of the other Loan Documents, the Borrower
may designate by written notice to the Agent prior to or concurrently with such
payment the Types of Loans that are to be paid, repaid or prepaid, provided that
(i) unless made together with all amounts required under SECTION 2.13 to be paid
as a consequence thereof, a prepayment of a LIBOR Loan may be made only on the
last day of the Interest Period applicable thereto, and (ii) each payment on
account of any Credit Obligations to or for the account of any one or more
Lenders shall be apportioned ratably among such Lenders in proportion to the
amounts of such Credit Obligations owed to them. In the absence of any such
designation by the Borrower, or if an Event of Default has occurred and is
continuing, the Agent shall make such designation as the Required Lenders may
direct, subject to the foregoing and to the other provisions of this Agreement.

        (e) All computations of interest and fees hereunder (including
computations of the Reserve Requirement) shall be made on the basis of a year
consisting of 360 days and the actual number of days (including the first day,
but excluding the last day) elapsed; provided, however, that interest calculated
with respect to the Base Rate shall be computed on the basis of a 365/366-day
year and the actual days elapsed.

        2.11 Increased Costs; Change in Circumstances; Illegality; etc.

        (a) If the introduction of or any change in any applicable law, rule or
regulation or in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration
thereof, in each case after the date hereof, or compliance by any Lender with
any guideline or request from any such Governmental Authority (whether or not
having the force of law) given or made after the date hereof, shall (i) subject
such Lender to any tax or other charge, or change the basis of taxation of
payments to such Lender, in respect of any of its LIBOR Loans or any other
amounts payable hereunder or its obligation to make, fund or maintain any LIBOR
Loans (other than any change in the rate or basis of tax on the overall net
income of such Lender or its applicable Lending Office), (ii) impose, modify or
deem applicable any reserve, special deposit or similar requirement (but
excluding any reserves to the extent actually included within the Reserve
Requirement in the calculation of the LIBOR Rate) against assets of, deposits
with or for the account of, or credit extended by, such Lender or its applicable
Lending Office, or (iii) impose on such Lender or its applicable Lending Office
any other condition, and the result of any of the foregoing shall be to increase
the cost to such Lender of making or maintaining any LIBOR Loans or issuing or
participating in Letters of Credit or to reduce the amount of any sum received
or receivable by such Lender hereunder (including in respect of Letters of
Credit), the Borrower will, promptly upon demand therefor by such Lender,



                                       46

<PAGE>

pay to such Lender such additional amounts as shall compensate such Lender for
such increase in costs or reduction in return.

        (b) If any Lender shall have reasonably determined that the introduction
of or any change in any applicable law, rule or regulation regarding capital
adequacy or in the interpretation or administration thereof by any Governmental
Authority charged with the interpretation or administration thereof, in each
case after the date hereof, or compliance by such Lender with any guideline or
request from any such Governmental Authority (whether or not having the force of
law) given or made after the date hereof, has or would have the effect, as a
consequence of such Lender's Commitment, Loans or issuance of or participations
in Letters of Credit hereunder, of reducing the rate of return on the capital of
such Lender or any Person controlling such Lender to a level below that which
such Lender or controlling Person could have achieved but for such introduction,
change or compliance (taking into account such Lender's or controlling Person's
policies with respect to capital adequacy), the Borrower will, promptly upon
demand therefor by such Lender therefor, pay to such Lender such additional
amounts as will compensate such Lender or controlling Person for such reduction
in return.

        (c) If, on or prior to the first day of any Interest Period, (y) the
Agent shall have determined that adequate and reasonable means do not exist for
ascertaining the applicable LIBOR Rate for such Interest Period or (z) the Agent
shall have received written notice from the Required Lenders of their
determination that the rate of interest referred to in the definition of "LIBOR
Rate" upon the basis of which the Adjusted LIBOR Rate for LIBOR Loans for such
Interest Period is to be determined will not adequately and fairly reflect the
cost to such Lenders of making or maintaining LIBOR Loans during such Interest
Period, the Agent will forthwith so notify the Borrower and the Lenders. Upon
such notice, (i) all then outstanding LIBOR Loans shall automatically, on the
expiration date of the respective Interest Periods applicable thereto (unless
then repaid in full), be converted into ABR Loans, (ii) the obligation of the
Lenders to make, to convert ABR Loans into, or to continue, LIBOR Loans shall be
suspended (including pursuant to the Borrowing to which such Interest Period
applies), and (iii) any Notice of Borrowing or Notice of Conversion/Continuation
given at any time thereafter with respect to LIBOR Loans shall be deemed to be a
request for ABR Loans, in each case until the Agent or the Required Lenders, as
the case may be, shall have determined that the circumstances giving rise to
such suspension no longer exist (and the Required Lenders, if making such
determination, shall have so notified the Agent), and the Agent shall have so
notified the Borrower and the Lenders.

        (d) Notwithstanding any other provision in this Agreement, if, at any
time after the date hereof and from time to time, any Lender shall have
determined in good faith that the introduction of or any change in any
applicable law, rule or regulation or in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or
administration thereof, or compliance with any guideline or request from any
such Governmental Authority (whether or not having the force of law), has or
would have the effect of making it unlawful for such Lender to make or to
continue to make or maintain LIBOR Loans, such Lender will forthwith so notify
the Agent and the Borrower. Upon such notice, (i) each of such Lender's then
outstanding LIBOR Loans shall automatically, on the expiration date of the
respective Interest Period applicable thereto (or, to the extent any such LIBOR
Loan may not lawfully be maintained as a LIBOR Loan until such expiration date,
upon such notice), be



                                       47
<PAGE>

converted into a ABR Loan, (ii) the obligation of such Lender to make, to
convert ABR Loans into, or to continue, LIBOR Loans shall be suspended
(including pursuant to any Borrowing for which the Agent has received a Notice
of Borrowing but for which the Borrowing Date has not arrived), and (iii) any
Notice of Borrowing or Notice of Conversion/Continuation given at any time
thereafter with respect to LIBOR Loans shall, as to such Lender, be deemed to be
a request for a ABR Loan, in each case until such Lender shall have determined
that the circumstances giving rise to such suspension no longer exist and shall
have so notified the Agent, and the Agent shall have so notified the Borrower.

        (e) Determinations by the Agent or any Lender for purposes of this
Section of any increased costs, reduction in return, market contingencies,
illegality or any other matter shall, absent manifest error, be conclusive,
provided that such determinations are made in good faith. No failure by the
Agent or any Lender at any time to demand payment of any amounts payable under
this Section shall constitute a waiver of its right to demand payment of any
additional amounts arising at any subsequent time. Nothing in this Section shall
require or be construed to require the Borrower to pay any interest, fees, costs
or other amounts in excess of that permitted by applicable law. Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of
this Section with respect to such Lender, it will, if requested by the Borrower
and to the extent permitted by law, endeavor in good faith to designate another
Lending Office for its LIBOR Loans, but only if such designation would make it
lawful for such Lender to continue to make or maintain LIBOR Loans hereunder;
provided that such designation is made on such terms that such Lender, in its
good faith determination, suffers no increased cost or economic, legal or
regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of this Section.

        (f) Each demand for payment under this Section shall be preceded by a
notice to the Borrower of such anticipated demand, which notice shall specify in
reasonable detail the basis for such demand, but the failure to provide such
advance notice shall not relieve the Borrower of any of its obligations
hereunder. Nothing in this Section shall be construed or so operate as to
require the Borrower to pay any interest, fees, costs or charges in excess of
that permitted by applicable law. Notwithstanding the foregoing, all demands for
payment under this SECTION 2.11 must be made on the Borrower within one hundred
twenty (120) days after the relevant Lender obtains actual knowledge that such
Lender is entitled to such payment.

        2.12 Taxes.

        (a) Any and all payments by the Borrower hereunder or under any Note
shall be made, in accordance with the terms hereof and thereof, free and clear
of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding taxes imposed on, or measured by, the overall net income (or
franchise taxes imposed in lieu thereof) of the Agent, the Issuing Lender or any
Lender by reason of any present or former connection between the Agent, the
Issuing Lender or such Lender and the jurisdiction of the Governmental Authority
imposing such tax or any political subdivision thereof, other than such a
connection arising solely from the Agent, the Issuing Lender or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or the Notes (all such nonexcluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as



                                       48
<PAGE>

"Taxes"). If the Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder or under any Note to the Agent, the
Issuing Lender or any Lender, so long as the applicable Lender shall have
complied with the provisions of SECTION 2.12(D) hereof, if applicable, (i) the
sum payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section), the Agent, the Issuing Lender or such Lender, as the case
may be, receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower will make such deductions, (iii) the
Borrower will pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law and (iv) the Borrower will
deliver to the Agent or such Lender, as the case may be, evidence of such
payment.

        (b) So long as the applicable Lender shall have complied with the
provisions of SECTION 2.12(D), if applicable, the Borrower will indemnify the
Agent, the Issuing Lender and each Lender for the full amount of Taxes
(including, without limitation, any Taxes imposed by any jurisdiction on amounts
payable under this Section) paid by the Agent, the Issuing Lender or such
Lender, as the case may be, and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
were correctly or legally asserted. This indemnification shall be made within 30
days from the date the Agent, the Issuing Lender or such Lender, as the case may
be, makes written demand therefore and delivers to the Borrower the original
receipt of Taxes paid by it or an invoice from the relevant taxing authority
regarding such Taxes. Within thirty (30) days after the date of any payment of
Taxes pursuant to this Section, the Borrower will furnish to the Agent, the
Issuing Lender or the relevant Lender, as the case may be, the original or a
certified copy of a receipt or other relevant documentation evidencing payment
thereof; provided that demand therefor must be made on the Borrower within one
hundred twenty (120) days after the Issuing Lender's or relevant Lender's actual
knowledge that such Lender is entitled to such payment.

        (c) Each of the Agent and the Lenders agrees that if it subsequently
recovers, or receives a permanent net tax benefit with respect to, any amount of
Taxes (i) previously paid by it and as to which it has been indemnified by or on
behalf of the Borrower or (ii) previously deducted by the Borrower (including,
without limitation, any Taxes deducted from any additional sums payable under
clause (i) of subsection (a) above), the Agent or such Lender, as the case may
be, shall reimburse the Borrower to the extent of the amount of any such
recovery or permanent net tax benefit (but only to the extent of indemnity
payments made, or additional amounts paid, by or on behalf of the Borrower under
this Section with respect to the Taxes giving rise to such recovery or tax
benefit); provided, however, that the Borrower, upon the request of the Agent or
such Lender, agrees to repay to the Agent or such Lender, as the case may be,
the amount paid over to the Borrower (together with any penalties, interest or
other charges), in the event the Agent or such Lender is required to repay such
amount to the relevant taxing authority or other Governmental Authority. The
determination by the Agent or any Lender of the amount of any such recovery or
permanent net tax benefit shall, in the absence of manifest error, be conclusive
and binding.

        (d) If any Lender is incorporated or organized under the laws of a
jurisdiction other than the United States of America or any state thereof (a
"Non-U.S. Lender") and is entitled to an exemption from or a reduction of United
States withholding tax pursuant to the Internal Revenue Code, such Non-U.S.
Lender will deliver to each of the Agent and the Borrower, on or



                                       49

<PAGE>

prior to the Amendment Effective Date (or, in the case of a Non-U.S. Lender that
becomes a party to this Agreement as a result of an assignment after the
Amendment Effective Date, on the effective date of such assignment), (i) in the
case of a Non-U.S. Lender that is a "bank" for purposes of Section 881(c)(3)(A)
of the Internal Revenue Code, a properly completed Internal Revenue Service Form
4224, 1001, W-8BEN, W-8ECI or W-8 EXP, as applicable (or successor forms),
certifying that such Non-U.S. Lender is entitled to an exemption from or a
reduction of withholding or deduction for or on account of United States federal
income taxes in connection with payments under this Agreement or any of the
Notes, together with a properly completed Internal Revenue Service Form W-8 or
W-9, as applicable (or successor forms), and (ii) in the case of a Non-U.S.
Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Internal
Revenue Code, a certificate in form and substance reasonably satisfactory to the
Agent and the Borrower and to the effect that (x) such Non-U.S. Lender is not a
"bank" for purposes of Section 881(c)(3)(A) of the Internal Revenue Code, is not
subject to regulatory or other legal requirements as a bank in any jurisdiction,
and has not been treated as a bank for purposes of any tax, securities law or
other filing or submission made to any governmental authority, any application
made to a rating agency or qualification for any exemption from any tax,
securities law or other legal requirements, (y) is not a 10-percent shareholder
for purposes of Section 881(c)(3)(B) of the Internal Revenue Code and (z) is not
a controlled foreign corporation receiving interest from a related person for
purposes of Section 881(c)(3)(C) of the Internal Revenue Code, together with a
properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or
successor forms). Each such Non-U.S. Lender further agrees to deliver to each of
the Agent and the Borrower an additional copy of each such relevant form on or
before the date that such form expires or becomes obsolete or after the
occurrence of any event (including a change in its applicable Lending Office)
requiring a change in the most recent forms so delivered by it, in each case
certifying that such Non-U.S. Lender is entitled to an exemption from or a
reduction of withholding or deduction for or on account of United States federal
income taxes in connection with payments under this Agreement or any of the
Notes, unless an event (including, without limitation, any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required, which event renders all such forms inapplicable or the
exemption to which such forms relate unavailable and such Non-U.S. Lender
notifies the Agent and the Borrower that it is not entitled to receive payments
without deduction or withholding of United States federal income taxes. Each
such Non-U.S. Lender will promptly notify the Agent and the Borrower of any
changes in circumstances that would modify or render invalid any claimed
exemption or reduction.

        (e) The Borrower shall not be required to indemnify any Non-U.S. Lender,
or to pay any additional amounts to any Non-U.S. Lender, in respect of United
States federal withholding tax to the extent that (i) the obligation to withhold
amounts with respect to United States federal withholding tax existed on the
date such Non-U.S. Lender became a party to this Agreement; provided, however,
that this clause (i) shall not apply to the extent that (y) the indemnity
payments or additional amounts any Lender would be entitled to receive (without
regard to this clause (i)) do not exceed the indemnity payment or additional
amounts that the person making the assignment, participation or transfer to such
Lender would have been entitled to receive in the absence of such assignment,
participation or transfer, or (z) such assignment, participation or transfer was
requested by the Borrower, (ii) the obligation to pay such additional amounts
would not have arisen but for a failure by such Non-U.S. Lender to comply with
the provisions of SECTION 2.12(D), or (iii) any of the representations or
certifications made by a Non-U.S. Lender



                                       50
<PAGE>

pursuant to SECTION 2.12(D) are incorrect at the time a payment hereunder is
made, other than by reason of any change in treaty, law or regulation having
effect after the date such representations or certifications were made.

        (f) At the Borrower's request and at the Borrower's cost, each Lender
shall take reasonable steps (i) to contest such Lender's liability for Taxes
that have not been paid or (ii) to seek a refund of Taxes. Nothing in this
SECTION 2.12(F) shall obligate any Lender to disclose any information regarding
its tax affairs or computations to the Borrower.

        (g) Each Lender agrees that, if the Borrower is required to pay
additional amounts to or for the account of any Lender pursuant to SUBSECTION
(A) or (B) above, then such Lender will, to the extent permitted by law,
endeavor in good faith to designate another Lending Office for its LIBOR Loans,
but only if such designation would make it lawful for such Lender to continue to
make or maintain LIBOR Loans hereunder; provided that such designation is made
on such terms that such Lender, in its good faith determination, suffers no
increased cost or economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the operation of this
Section.

        2.13 Compensation. The Borrower will compensate each Lender upon demand
for all losses, expenses and liabilities (including, without limitation, any
loss, expense or liability incurred by reason of the liquidation or reemployment
of deposits or other funds required by such Lender to fund or maintain LIBOR
Loans, but excluding loss of anticipated profit with respect to any Loans) that
such Lender may sustain (i) if for any reason (other than a default by Agent or
such Lender) a Borrowing of, or conversion of or into, LIBOR Loans does not
occur on a date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation, (ii) if any repayment, prepayment or conversion of any
LIBOR Loan occurs on a date other than the last day of an Interest Period
applicable thereto (including as a consequence of conversion of LIBOR Loans
pursuant to SECTION 2.11(D) or acceleration of the maturity of such Loans
pursuant to SECTION 8.1), (iii) if any prepayment of any of its LIBOR Loans is
not made on any date specified in a notice of prepayment given by the Borrower,
or (iv) as a consequence of any other failure by the Borrower to make any
payments with respect to LIBOR Loans when due hereunder; provided, however, such
Lender must make such demand for payment on the Borrower within one hundred
twenty (120) days after such Lender obtains actual knowledge that such Lender is
entitled to such payment. Calculation of all amounts payable to a Lender under
this Section shall be made as though such Lender had actually funded its
relevant LIBOR Loan through the purchase of a Eurodollar deposit bearing
interest at the LIBOR Rate in an amount equal to the amount of such LIBOR Loan,
having a maturity comparable to the relevant Interest Period and through the
transfer of such Eurodollar deposit from an offshore Lending Office of such
Lender to a Lending Office of such Lender in the United States; provided,
however, that each Lender may fund each of its LIBOR Loans in any manner it sees
fit and the foregoing assumption shall be utilized only for the calculation of
amounts payable under this Section. Determinations by any Lender for purposes of
this Section of any such losses, expenses or liabilities shall, absent manifest
error, be conclusive, provided that such determinations are made in good faith.

        2.14 Use of Proceeds. The proceeds of the Loans shall be used by the
Borrower (i) to refinance certain existing Debt of the Borrower (including
pursuant to the amendment and



                                       51
<PAGE>

restatement of this Agreement), (ii) to finance Permitted Acquisitions of
Facilities pursuant to this Agreement, (iii) to pay reasonable fees and expenses
in connection herewith, with the End Loaded Lease Facility, and with such
Permitted Acquisitions; (iv) to provide working capital for the Borrower and its
Subsidiaries; and (v) for general corporate purposes.

        2.15 Recovery of Payments.

        (a) The Borrower agrees that to the extent the Borrower makes a payment
or payments to or for the account of the Agent, the Lenders or the Issuing
Lender, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, receiver or any other party under any bankruptcy,
insolvency or similar state or federal law, common law or equitable cause, then,
to the extent of such payment or repayment, the Credit Obligation intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been received.

        (b) If any amounts distributed by the Agent to a Lender are subsequently
returned or repaid by the Agent to the Borrower or its representative or
successor in interest, whether by court order or by settlement approved by the
Lender in question, such Lender will, promptly upon receipt of notice thereof
from the Agent, pay the Agent such amount. If any such amounts are recovered by
the Agent from the Borrower or its representative or successor in interest, the
Agent shall redistribute such amounts to the Lenders on the same basis as such
amounts were originally distributed.

        2.16 Pro Rata Treatment.

        (a) Except for Swingline Loans, all funding of Borrowings, continuations
and conversions of Loans shall be made by the Lenders pro rata on the basis of
their relative Revolving Credit Commitments (in the case of initial funding of
Revolving Credit Loans) or Loans (in the case of continuations and conversions
of Revolving Credit Loans, and additionally in all cases in the event the
Commitments have expired or have been terminated), as the case may be from time
to time. All payments on account of principal of or interest on any Loans, fees
or any other Obligations owing to or for the account of any one or more Lenders
shall be apportioned ratably among such Lenders in proportion to the amounts of
such principal, interest, fees or other Obligations owed to them respectively.

        (b) Each Lender agrees that if it shall receive any amount hereunder
(whether by voluntary payment, realization upon security, exercise of the right
of setoff or banker's lien, counterclaim or cross action, or otherwise except
pursuant to SECTION 10.5), applicable to the payment of any of the Credit
Obligations that exceeds its ratable share (according to the proportion of (i)
the amount of such Credit Obligations due and payable to such Lender at such
time to (ii) the aggregate amount of such Credit Obligations due and payable to
all Lenders at such time) of payments on account of such Credit Obligations then
or therewith obtained by all the Lenders to which such payments are required to
have been made, such Lender shall forthwith purchase from the other Lenders such
participations in such Credit Obligations as shall be necessary to cause such
purchasing Lender to share the excess payment or other recovery ratably with
each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, such purchase from
each such other Lender



                                       52
<PAGE>

shall be rescinded and each such other Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery, together with an
amount equal to such other Lender's ratable share (according to the proportion
of (i) the amount of such other Lender's required repayment to (ii) the total
amount so recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount so
recovered. The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to the provisions of this SUBSECTION may, to the
fullest extent permitted by law, exercise any and all rights of payment
(including, without limitation, setoff, banker's lien or counterclaim) with
respect to such participation as fully as if such participant were a direct
creditor of the Borrower in the amount of such participation. If under any
applicable bankruptcy, insolvency or similar law, any Lender receives a secured
claim in lieu of a setoff to which this SUBSECTION applies, such Lender shall,
to the extent practicable, exercise its rights in respect of such secured claim
in a manner consistent with the rights of the Lenders entitled under this
SUBSECTION to share in the benefits of any recovery on such secured claim.

        2.17 Letters of Credit.

        (a) Subject to and upon the terms and conditions herein set forth, so
long as no Default or Event of Default has occurred and is continuing, the
Issuing Lender will, at any time and from time to time on and after the
Amendment Effective Date and prior to the earlier of (i) the seventh day prior
to the Revolving Credit Facility Maturity Date and (ii) the Revolving Credit
Facility Termination Date, and upon request by the Borrower in accordance with
the provisions of SECTION 2.17(B), issue for the account of the Borrower one or
more irrevocable standby letters of credit denominated in Dollars and in a form
customarily used or otherwise approved by the Issuing Lender (together with all
amendments, modifications and supplements thereto, substitutions therefor and
renewals and restatements thereof, collectively, the "Letters of Credit"). The
Stated Amount of each Letter of Credit shall not be less than such amount as may
be acceptable to the Issuing Lender. Notwithstanding the foregoing:

                (i) No Letter of Credit shall be issued the Stated Amount upon
        issuance of which (i) when added to all other Letter of Credit
        Outstandings at such time, would exceed $25,000,000 or (ii) when added
        to all other Letter of Credit Outstandings at such time (exclusive of
        Reimbursement Obligations that are repaid with the proceeds of, and
        simultaneously with the incurrence of, Revolving Credit Loans) and the
        aggregate principal amount of all Revolving Credit Loans and Swingline
        Loans then outstanding, would exceed the Total Revolving Credit
        Commitment at such time;

                (ii) No Letter of Credit shall be issued that by its terms
        expires more than one (1) year after its date of issuance or the seventh
        day prior to the Revolving Credit Facility Maturity Date, whichever is
        earliest; provided, however, that a Letter of Credit may, if requested
        by the Borrower and approved by the Issuing Lender, provide by its
        terms, and on terms acceptable to the Issuing Lender, for renewal for
        successive periods of one year or less (but not beyond the seventh day
        prior to the Revolving Credit Facility Maturity Date), unless and until
        the Issuing Lender shall have delivered a notice of nonrenewal to the
        beneficiary of such Letter of Credit; and


                                       53
<PAGE>

                (iii) The Issuing Lender shall be under no obligation to issue
        any Letter of Credit if, at the time of such proposed issuance, (A) any
        order, judgment or decree of any Governmental Authority or arbitrator
        shall purport by its terms to enjoin or restrain the Issuing Lender from
        issuing such Letter of Credit, or any Requirement of Law applicable to
        the Issuing Lender or any request or directive (whether or not having
        the force of law) from any Governmental Authority with jurisdiction over
        the Issuing Lender shall prohibit, or request that the Issuing Lender
        refrain from, the issuance of letters of credit generally or such Letter
        of Credit in particular or shall impose upon the Issuing Lender with
        respect to such Letter of Credit any restriction or reserve or capital
        requirement (for which the Issuing Lender is not otherwise compensated)
        not in effect on the Amendment Effective Date, or any unreimbursed loss,
        cost or expense that was not applicable, in effect or known to the
        Issuing Lender as of the Amendment Effective Date and that the Issuing
        Lender in good faith deems material to it, or (B) the Issuing Lender
        shall have actual knowledge, or shall have received notice from any
        Lender, prior to the issuance of such Letter of Credit that one or more
        of the conditions specified in SECTION 3.2 are not then satisfied (or
        have not been waived in writing as required herein) or that the issuance
        of such Letter of Credit would violate the provisions of SUBSECTION (I)
        above unless the Required Lenders otherwise authorize the Issuing Lender
        to issue such Letter of Credit.

        (b) Whenever the Borrower desires the issuance of a Letter of Credit,
the Borrower will notify the Issuing Lender (with copies to the Agent) in
writing, by 12:00 noon, Charlotte, North Carolina local time, at least three (3)
Business Days (or such shorter period as is acceptable to the Issuing Lender in
any given case) prior to the requested date of issuance thereof. Each such
request (each, a "Letter of Credit Request") shall be irrevocable, shall be
given in the form of EXHIBIT B-5 and shall be appropriately completed to specify
(i) the proposed date of issuance (which shall be a Business Day), (ii) the
proposed Stated Amount and expiry date of the Letter of Credit, and (iii) the
name and address of the proposed beneficiary or beneficiaries of the Letter of
Credit. The Borrower will also complete any application procedures and documents
reasonably required by the Issuing Lender in connection with the issuance of any
Letter of Credit, it being understood that in the event of any conflict between
such documents and the Loan Documents, the Loan Documents shall control. The
Agent will, promptly upon its receipt thereof, notify each Lender of the Letter
of Credit Request. Upon its issuance of any Letter of Credit, the Issuing Lender
will promptly notify each Lender of such issuance and will notify each Lender
with a Revolving Credit Commitment of the amount of its participation therein
under SECTION 2.17(C).

        (c) Immediately upon the issuance of any Letter of Credit, the Issuing
Lender shall be deemed to have sold and transferred to each Lender with a
Revolving Credit Commitment, and each such Lender (each, in such capacity, an
"L/C Participant") shall be deemed irrevocably and unconditionally to have
purchased and received from the Issuing Lender, without recourse or warranty, an
undivided interest and participation, pro rata to the extent of its Revolving
Credit Percentage at such time, in such Letter of Credit, each drawing made
thereunder, and the obligations of the Borrower under this Agreement with
respect thereto and any security therefor (including the Collateral) or guaranty
pertaining thereto; provided, however, that the fees and other charges relating
to Letters of Credit described in SECTIONS 2.7(D) and (E) shall be payable
directly to the Issuing Lender as provided therein, and the L/C Participants
shall have no right to receive any portion thereof. Upon any change in the
Revolving Credit Commitments of any of



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<PAGE>

the Lenders pursuant to SECTION 10.5, with respect to all outstanding Letters of
Credit and Reimbursement Obligations there shall be an automatic adjustment to
the participations pursuant to this Section to reflect the new Revolving Credit
Percentages of the assigning Lender and the Eligible Assignee.

        (d) The Borrower hereby agrees to reimburse the Issuing Lender by making
payment to the Agent, for the account of the Issuing Lender, in immediately
available funds, for any payment made by the Issuing Lender under any Letter of
Credit (each such amount so paid until reimbursed, together with interest
thereon payable as provided hereinbelow, a "Reimbursement Obligation")
immediately after, and in any event on the date of, such payment, together with
interest on the amount so paid by the Issuing Lender, to the extent not
reimbursed prior to 2:00 p.m., Charlotte, North Carolina local time, on the date
of such payment or disbursement, (i) for the period from the date of the payment
to the date of receipt by the Borrower from the Issuing Lender of notice of such
payment, at the Alternate Base Rate as in effect from time to time during such
period, and (ii) for the period from the date of receipt by the Borrower from
the Issuing Lender of notice of such payment to the date the Reimbursement
Obligation created thereby is satisfied, at the Alternate Base Rate as in effect
from time to time during such period plus two percentage points (2.0%), such
interest also to be payable on demand. The Borrower hereby authorizes and
directs the Agent to, and the Agent shall, pay the Issuing Lender all
Reimbursement Obligations payable hereunder by applying any funds then held in
the Cash Collateral Account established pursuant to SECTION 2.17(I), and if such
funds shall be insufficient to satisfy such Reimbursement Obligation in full, by
drawing such amounts under the Revolving Credit Facility (to the extent of
availability thereunder) as of the due dates of such Reimbursement Obligations,
but the failure of the Agent to so pay the Issuing Lender by drawing under the
Revolving Credit Facility will not affect the Borrower's obligations to pay the
Reimbursement Obligations. Notwithstanding any such draw against the Revolving
Credit Facility, the Agent shall provide the notices to the Borrower required by
this SECTION 2.17(D). The Issuing Lender will provide the Agent and the Borrower
with prompt notice of any payment or disbursement made under any Letter of
Credit, although the failure to give, or any delay in giving, any such notice
shall not release, diminish or otherwise affect the Borrower's obligations under
this Section or any other provision of this Agreement.

        (e) In the event that the Issuing Lender makes any payment under any
Letter of Credit and the Borrower shall not have satisfied in a timely manner in
full its Reimbursement Obligation to the Issuing Lender pursuant to SECTION
2.17(D), and to the extent that any amounts then held in the Cash Collateral
Account established pursuant to SECTION 2.17(I) shall be insufficient to satisfy
such Reimbursement Obligation in full, the Issuing Lender will promptly notify
the Agent, and the Agent will promptly notify each L/C Participant, of such
failure. If the Agent gives such notice prior to 11:00 a.m., Charlotte, North
Carolina local time, on any Business Day to any L/C Participant, such L/C
Participant will make available to the Agent, for the account of the Issuing
Lender, its Pro Rata Share (calculated with respect to its Revolving Credit
Percentage) of the amount of such payment on such Business Day in immediately
available funds. If the Agent gives such notice after 11:00 a.m., Charlotte,
North Carolina local time, on any Business Day to any such L/C Participant, such
L/C Participant shall make its Pro Rata Share of such amount available to the
Agent on the next succeeding Business Day. If and to the extent such L/C
Participant shall not have so made its Pro Rata Share of the amount of such
payment available to the Agent, such L/C Participant agrees to pay to the Agent,
for the



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<PAGE>

account of the Issuing Lender, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid
to the Agent, at the Federal Funds Rate. The failure of any L/C Participant to
make available to the Agent its Pro Rata Share of any payment under any Letter
of Credit shall not relieve any other L/C Participant of its obligation
hereunder to make available to the Agent its Pro Rata Share of any payment under
any Letter of Credit on the date required, as specified above, but no L/C
Participant shall be responsible for the failure of any other L/C Participant to
make available to the Agent such other L/C Participant's Pro Rata Share of any
such payment. Each such payment by an L/C Participant under this SECTION 2.17(E)
of its Pro Rata Share of an amount paid by the Issuing Lender shall constitute a
Revolving Credit Loan by such Lender (the Borrower being deemed to have given a
timely Notice of Borrowing therefor) and shall be treated as such for all
purposes of this Agreement; provided that for purposes of determining the
available unused portion of the Total Revolving Credit Commitment immediately
prior to giving effect to the application of the proceeds of such Revolving
Credit Loans, the Reimbursement Obligation being satisfied thereby shall be
deemed not to be outstanding at such time.

        (f) Whenever the Issuing Lender receives a payment in respect of a
Reimbursement Obligation as to which the Agent has received, for the account of
the Issuing Lender, any payments from the L/C Participants pursuant to SECTION
2.17(E), the Issuing Lender will promptly pay to the Agent, and the Agent will
promptly pay to each L/C Participant that has paid its Pro Rata Share thereof,
in immediately available funds, an amount equal to such L/C Participant's
ratable share (based on the proportionate amount funded by such L/C Participant
to the aggregate amount funded by all L/C Participants) of such Reimbursement
Obligation.

        (g) The Reimbursement Obligations of the Borrower, and the obligations
of the L/C Participants to make payments to the Agent, for the account of the
Issuing Lender, with respect to Letters of Credit, shall be irrevocable, shall
remain in effect until the Issuing Lender shall have no further obligations to
make any payments or disbursements under any circumstances with respect to any
Letter of Credit, and, except to the extent resulting from any gross negligence
or willful misconduct on the part of the Issuing Lender as finally determined by
a court of competent jurisdiction and not subject to any appeal (or pursuant to
arbitration as set forth in SECTION 10.3(B)), shall not be subject to
counterclaim, setoff or other defense or any other qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

                (i) Any lack of validity or enforceability of this Agreement,
        any of the other Loan Documents or any documents or instruments relating
        to any Letter of Credit;

                (ii) Any change in the time, manner or place of payment of, or
        in any other term of, all or any of the Credit Obligations in respect of
        any Letter of Credit, whether or not the Borrower has notice or
        knowledge thereof;

                (iii) The existence of any claim, setoff, defense or other right
        that the Borrower may have at any time against a beneficiary named in a
        Letter of Credit, any transferee of any Letter of Credit (or any Person
        for whom any such transferee may be acting), the Agent, the Issuing
        Lender, any Lender or other Person, whether in connection with this



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<PAGE>

        Agreement, any Letter of Credit, the transactions contemplated hereby or
        any unrelated transactions (including any underlying transaction between
        the Borrower and the beneficiary named in any such Letter of Credit);

                (iv) Any draft, certificate or any other document presented
        under the Letter of Credit proving to be forged, fraudulent, invalid or
        insufficient in any respect or any statement therein being untrue or
        inaccurate in any respect, any errors, omissions, interruptions or
        delays in transmission or delivery of any messages, by mail, telecopier
        or otherwise, or any errors in translation or in interpretation of
        technical terms, other than due to the Issuing Lender's gross negligence
        or willful misconduct;

                (v) Any defense based upon the failure of any drawing under a
        Letter of Credit to conform to the terms of the Letter of Credit (the
        Issuing Lender's sole obligation, in determining whether to pay under
        any Letter of Credit, being to examine documents required to be
        delivered under such Letter of Credit in good faith and without gross
        negligence to ascertain that such documents appear on their face to
        comply with the terms of such Letter of Credit), any non-application or
        misapplication by the beneficiary or any transferee of the proceeds of
        such drawing or any other act or omission of such beneficiary or
        transferee in connection with such Letter of Credit;

                (vi) The exchange, release, surrender or impairment of any
        Collateral or other security for the Credit Obligations;

                (vii) The occurrence of any Default or Event of Default; or

                (viii) Subject to the Issuing Lender's obligation set forth in
        the parenthetical in clause (V) above, any other circumstance or event
        whatsoever, including, without limitation, any other circumstance that
        might otherwise constitute a defense available to, or a discharge of,
        the Borrower or a Guarantor.

        None of the foregoing shall impair, prevent or otherwise affect any of
the rights and powers granted to the Issuing Lender hereunder. Any action taken
or omitted to be taken by the Issuing Lender under or in connection with any
Letter of Credit, if taken or omitted in the absence of gross negligence or
willful misconduct, shall be binding upon the Borrower and each L/C Participant
and shall not create or result in any liability of the Issuing Lender to the
Borrower or any L/C Participant. It is expressly understood and agreed that, for
purposes of determining whether a wrongful payment under a Letter of Credit
resulted from the Issuing Lender's gross negligence or willful misconduct, (i)
the Issuing Lender's acceptance of documents that appear on their face to comply
with the terms of such Letter of Credit, without responsibility for further
investigation, regardless of any notice or information to the contrary, (ii) the
Issuing Lender's exclusive reliance on the documents presented to it under such
Letter of Credit as to any and all matters set forth therein, including the
amount of any draft presented under such Letter of Credit, whether or not the
amount due to the beneficiary thereunder equals the amount of such draft and
whether or not any document presented pursuant to such Letter of Credit proves
to be insufficient in any respect (so long as such document appears on its face
to comply with the terms of such Letter of Credit), and whether or not any other
statement or any other document presented pursuant to such Letter of Credit
proves to be forged or invalid or any



                                       57

<PAGE>

statement therein proves to be inaccurate or untrue in any respect whatsoever,
and (iii) any noncompliance in any immaterial respect of the documents presented
under such Letter of Credit with the terms thereof shall, in each case, be
deemed not to constitute gross negligence or willful misconduct of the Issuing
Lender.

        (h) If at any time after the Amendment Effective Date the Issuing Lender
or any L/C Participant determines that the introduction of or any change in any
applicable law, rule, regulation, order, guideline or request or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof, or compliance by the Issuing
Lender or any L/C Participant with any request or directive by any such
authority (whether or not having the force of law) shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against Letters of Credit issued by the Issuing Lender or
participated in by any L/C Participant or (ii) impose on the Issuing Lender or
any L/C Participant any other conditions relating, directly or indirectly, to
this Agreement or any Letter of Credit, and the result of any of the foregoing
is to increase the cost to the Issuing Lender or L/C Participant of issuing,
maintaining or participating in any Letter of Credit, or to reduce the amount of
any sum received or receivable by the Issuing Lender or such L/C Participant
hereunder or reduce the rate of return on its capital with respect to Letters of
Credit, then the Borrower will, within fifteen (15) days after delivery to the
Borrower by the Issuing Lender or such L/C Participant of written demand
therefor (with a copy thereof to the Agent), pay to the Issuing Lender or such
L/C Participant such additional amounts as shall compensate the Issuing Lender
or such L/C Participant for such increase in costs or reduction in return;
provided that such demand must be made on the Borrower within one hundred twenty
(120) days after the Issuing Lender or relevant L/C Participant obtains actual
knowledge that such Issuing Lender or L/C Participant is entitled to such
payment. A certificate submitted to the Borrower by the Issuing Lender or such
L/C Participant, as the case may be (a copy of which certificate shall be sent
by the Issuing Lender or such L/C Participant to the Agent), setting forth the
basis for the determination of such additional amount or amounts necessary to
compensate the Issuing Lender or such L/C Participant as aforesaid, shall be
conclusive and binding on the Borrower absent manifest error provided it is made
in good faith.

        (i) At any time and from time to time (i) during the continuance of an
Event of Default, the Agent, at the direction, or with the consent, of the
Required Lenders, may require the Borrower to deliver to the Agent such
additional amount of cash as is equal to the difference between the aggregate
Stated Amount of all Letters of Credit at any time outstanding (whether or not
any beneficiary under any Letter of Credit shall have drawn or be entitled at
such time to draw thereunder) and the amount then on deposit in the Cash
Collateral Account (as hereinafter defined) and (ii) in the event of a repayment
under SECTION 2.5(C), the Agent will retain such amount as may then be required
to be retained under the proviso in SECTION 2.5(C), such amount in each case
under clauses (I) and (II) above to be held by the Agent in a cash collateral
account (the "Cash Collateral Account") as security for, and for application to,
the Borrower's Reimbursement Obligations. The Borrower hereby grants to the
Agent, for the benefit of the Issuing Lender and the Lenders, a lien upon and
security interest in the Cash Collateral Account and all amounts held therein
from time to time as security for Letter of Credit Outstanding, and for
application to the Borrower's Reimbursement Obligations as and when the same
shall arise. The Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest on the
investment of such amounts in


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<PAGE>

Cash Investments, which investments shall be made at the direction of the
Borrower (unless a Default or Event of Default shall have occurred and be
continuing, in which case the determination as to investments shall be made at
the option and in the discretion of the Agent), amounts in the Cash Collateral
Account shall not bear interest. Interest and profits, if any, on such
investments shall accumulate in such account. In the event of a drawing, and
subsequent payment by the Issuing Lender, under any Letter of Credit at any time
during which any amounts are held in the Cash Collateral Account, the Agent will
deliver to the Issuing Lender an amount equal to the Reimbursement Obligation
created as a result of such payment (or, if the amounts so held are less than
such Reimbursement Obligation, all of such amounts) to reimburse the Issuing
Lender therefor. Any amounts remaining in the Cash Collateral Account after the
expiration of all Letters of Credit and reimbursement in full of the Issuing
Lender for all of its obligations thereunder shall be held by the Agent, for the
benefit of the Borrower, with such amounts to be applied against the Credit
Obligations in such order and manner (x) as the Borrower may direct in the
absence of a Default or an Event of Default and (y) otherwise, as the Agent may
direct; provided, however, that the Cash Collateral Account shall not be subject
to setoff except with the consent of the Required Lenders provided in SECTION
8.2. If the Borrower is required to provide cash collateral pursuant to SECTION
2.5(C), such amount (to the extent not applied as aforesaid) shall be returned
to the Borrower on demand, provided that after giving effect to such return (i)
the sum of (x) the aggregate principal amount of all Revolving Credit Loans,
Letter of Credit Outstanding and Swingline Loans outstanding at such time would
not exceed the lesser of the Total Revolving Credit Commitments at such time and
(ii) no Default or Event of Default shall have occurred and be continuing at
such time. If the Borrower is required to provide cash collateral as a result of
an Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to the Borrower promptly after all Events of Default have been
waived. Notwithstanding anything to the contrary contained herein, Agent may,
without notice to the Borrower, sell or liquidate any of the foregoing
investments at any time if the proceeds thereof are required for any release of
funds permitted or required hereunder, and Agent shall not be liable or
responsible for any loss, cost or penalty resulting from any such sale or
liquidation. With respect to any funds received by Agent for deposit into the
Cash Collateral Account after 10:00 a.m., Charlotte, North Carolina, time, the
Agent shall not be required to invest such funds or to effect such investment
instruction until the following Business Day.

        (j) Notwithstanding any termination of the Commitments or repayment of
the Loans, or both, the obligations of the Borrower under this SECTION 2.17
shall remain in full force and effect until the Issuing Lender and the L/C
Participants shall have no further obligations to make any payments or
disbursements under any circumstances with respect to any Letter of Credit.

        2.18 Replacement of Lenders. The Borrower may, at any time and so long
as no Default or Event of Default has then occurred and is continuing, replace
any Lender (a) that has requested additional amounts from the Borrower under
SECTION 2.12, SECTION 2.11(A) or SECTION 2.11(B) or the obligation of which to
make or maintain LIBOR Loans has been suspended under SECTION 2.11(D) by written
notice to such Lender and the Agent given not more than thirty (30) days after
any such event. Within sixty (60) days of such notice, the Borrower shall give
written notice to such Lender and the Agent identifying one or more Persons each
of which qualifies as an Eligible Assignee and shall be reasonably acceptable to
the Agent (each, a "Replacement Lender," and collectively, the "Replacement
Lenders") to replace such Lender (the "Replaced Lender"), provided that (i) the
second notice from the Borrower to the Replaced



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<PAGE>

Lender and the Agent provided for hereinabove shall specify an effective date
for such replacement (the "Replacement Effective Date"), which shall be at least
five (5) Business Days after such notice is given, (ii) as of the relevant
Replacement Effective Date, each Replacement Lender shall enter into an
Assignment and Acceptance with the Replaced Lender pursuant to SECTION 10.5(A)
(but shall not be required to pay the processing fee otherwise payable to the
Agent pursuant to SECTION 10.5(A)), pursuant to which such Replacement Lenders
collectively shall acquire, in such proportion among them as they may agree with
the Borrower and the Agent, all (but not less than all) of the Commitments, End
Loaded Lease Commitments, outstanding Loans and End Loaded Lease Loans of the
Replaced Lender, and, in connection therewith, shall pay to the Replaced Lender,
as the purchase price in respect thereof, an amount equal to the sum as of the
Replacement Effective Date (without duplication) of (y) the unpaid principal
amount of, and all accrued but unpaid interest on, all outstanding Loans and End
Loaded Lease Loans of the Replaced Lender and (z) the Replaced Lender's ratable
share of all accrued but unpaid fees owing to the Replaced Lender hereunder and
under the End Loaded Lease Credit Agreement, and (iii) all other obligations of
the Borrower owing to the Replaced Lender (other than those specifically
described in clause (ii) above in respect of which the assignment purchase price
has been, or is concurrently being, paid), including, without limitation,
amounts payable under SECTION 2.13 as a result of the actions required to be
taken under this Section, shall be paid in full by the Borrower to the Replaced
Lender on or prior to the Replacement Effective Date.

                                  ARTICLE III

                             CONDITIONS OF BORROWING

        3.1 Conditions to Effectiveness. The effectiveness of this Agreement and
the amendment and restatement of the Original Credit Agreement effected hereby
is subject to the following conditions precedent:

        3.1.1 Executed Loan Documents.

        (a) Loan Documents. This Agreement, the Notes and all other Loan
Documents to be executed on or prior to the Amendment Effective Date shall have
been duly authorized, executed and delivered to the appropriate Lenders and the
Swingline Lender by the Borrower, in form and substance satisfactory to the
Lenders, shall be in full force and effect and no Default shall exist
thereunder, each Lender and the Swingline Lender shall have received its
original Notes and a copy of each other Note, and the Agent shall have received
a copy of each Note.

        (b) Security Agreement; Pledge Agreement. Each of the Security Agreement
and the Pledge Agreement shall have been duly authorized, executed and delivered
to the Agent and each Lender by the Borrower and the Guarantors, together with,
to the extent not previously delivered, all certificates for the Capital Stock
being pledged thereunder and duly executed undated stock powers for each such
certificate, and together with, to the extent not previously delivered, all
Pledged Debt (duly endorsed in blank), control agreements, assignments and
grants of security interests in copyrights, patents and trademarks and other
documents requested by the Agent and the Lenders to perfect the security
interests granted therein. Each of the Security



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Agreement and the Pledge Agreement shall be in full force and effect and no
Default shall exist thereunder, and the Agent and each Lender shall have
received a fully executed original thereof.

        (c) Guaranty Documents. Each Subsidiary of the Borrower (including
Palestine Limited Partnership but excluding other Permitted Joint Ventures
constituting Non-Wholly Owned Subsidiaries) existing as of the Amendment
Effective Date shall have duly authorized, executed and delivered to the Agent
and each Lender a Guaranty Agreement and the other Guaranty Documents in form
and substance satisfactory to the Lenders, each such document shall be in full
force and effect and no Default shall exist thereunder, and the Agent and each
Lender shall have received a fully executed original thereof.

        (d) Financing Statements. Financing Statements (including fixture
filings for Realty subject to a Mortgage) and all other filings or recordations
necessary to perfect the security interest of the Agent, on behalf of the
Lenders, in the Collateral shall have been filed, and the Agent shall have
received confirmation in a form acceptable to the Lenders that such security
interest constitutes a valid and perfected first priority security interest
therein to the extent such security interest can be perfected by filing a
financing statement, subject only to Permitted Liens.

        (e) Mortgages; Title Insurance. Mortgages shall have been duly
authorized, executed and delivered by the Borrower and the Guarantors (as
applicable), shall have been recorded, registered and filed in a manner
acceptable to the Agent, shall be in full force and effect and no Default shall
exist thereunder, and the Agent shall have received fully executed copies
thereof, and each Lender shall have received a photocopy thereof. To the extent
not previously delivered (such deliveries to remain in form and substance
satisfactory to the Agent), the Agent, for the benefit of the Lenders, shall
have received policies of title insurance or title insurance binders in form and
substance satisfactory to the Agent, from title insurance companies duly
licensed to do business in the states where the Realty is located, selected by
the Borrower and acceptable to the Agent, in amounts satisfactory to the Agent
but not to exceed the fair market value of the Realty, with respect to each
tract of Realty being encumbered by the liens of the Mortgages, all premiums
thereon shall have been paid, and the policy shall insure that the Mortgages
constitute valid, enforceable first priority liens on the Realty, free and clear
from all title defects and encumbrances whatsoever except for and subject to
Permitted Liens, and with such exceptions as are acceptable to the Agent, and
shall include future advance and revolving credit endorsements, variable rate
endorsements and such other endorsements as the Agent may request, to the extent
available in the applicable jurisdictions. Such title insurance policies (or
binders, as the case may be) with respect to the Realty may not contain general
survey exceptions except with the Agent's prior written consent. To the extent
title insurance policies (or binders, as the case may be) have been previously
delivered to the Agent, cover all Realty subject to the related Mortgage and
remain in form and substance satisfactory to the Agent, this CLAUSE (E) shall
only require (with respect to title insurance where available) (i) an
endorsement to such title insurance (or binders, as the case may be) insuring
that the Mortgages constitute valid enforceable, first priority liens on the
Realty, free and clear from all title defects and encumbrances whatsoever except
from and subject to Permitted Liens and with such exceptions as are acceptable
to the Agent and (ii) payment of premiums thereon.

        (f) Surveys. To the extent not previously delivered (such deliveries to
remain in form and substance satisfactory to the Agent), the Agent shall have
received a metes-and-bounds



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survey of each tract or parcel of the Realty being encumbered by the lien of the
Mortgages, in form and substance satisfactory to the Agent.

        (g) Environmental Assessments. To the extent not previously delivered
(such deliveries to remain in form and substance satisfactory to the Agent), the
Agent shall have received an environmental assessment with respect to each tract
or parcel of the Realty being encumbered by the lien of a mortgage, in form and
substance satisfactory to the Agent.

        (h) Landlord Consents. To the extent not previously delivered (such
deliveries to remain in form and substance satisfactory to the Agent) or waived
by the Agent in connection with this Agreement, a Landlord Consent with respect
to each of the Leased Properties with respect to a Facility shall have been duly
authorized, executed and delivered to the Agent by the tenant and the landlord
with respect thereto, shall be in full force and effect and no Default shall
exist thereunder, shall be recorded, registered and filed in the appropriate
real estate records in a manner acceptable to the Agent, and the Agent shall
have received a fully executed copy thereof.

        (i) Certain Subordinated Debt. To the extent not previously
subordinated, the obligations of the Borrower and its Subsidiaries under the
4-1/2% Subordinated Notes, the 4-1/4% Subordinated Notes and any Intercompany
Management Agreements existing as of the Amendment Effective Date shall be
subordinated to the Credit Obligations and the Guaranty Obligations on terms
acceptable to the Lenders in their sole discretion.

        (j) Permitted Joint Ventures. The organizational documents of Palestine
Limited Partnership shall be satisfactory in form and substance to the Agent.

        3.1.2 Closing Certificates; Etc.

        (a) Certificate of the Borrower. The Agent and each Lender shall have
received a certificate dated as of the Amendment Effective Date from the Chief
Executive Officer, Chief Financial Officer, Secretary, Vice President-Finance or
Vice President-Controller of the Borrower, in form and substance satisfactory to
the Lenders, certifying that (i) all representations and warranties of the
Borrower contained in this Agreement and the other Loan Documents are true and
correct as of the Amendment Effective Date, both immediately before and after
giving effect to the consummation of the transactions contemplated hereby, the
making of the initial Loans hereunder and the application of the proceeds
thereof, (ii) no Default or Event of Default has occurred and is continuing,
both immediately before and after giving effect to the consummation of the
transactions contemplated hereby, the making of the initial Loans hereunder and
the application of the proceeds thereof, (iii) both immediately before and after
giving effect to the consummation of the transactions contemplated hereby, the
making of the initial Loans hereunder and the application of the proceeds
thereof, no Material Adverse Change has occurred since December 31, 2000, and
there exists no event, condition or state of facts that could reasonably be
expected to result in a Material Adverse Change, and (iv) all conditions to the
initial extensions of credit hereunder set forth in this Section and in SECTION
3.2 have been satisfied or waived as required hereunder.

        (b) Secretaries' Certificates. The Agent and each Lender shall have
received a certificate dated as of the Amendment Effective Date from the
Secretary or an Assistant



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Secretary of the Borrower and each Guarantor, in form and substance satisfactory
to the Lenders, certifying: (i) that the articles or certificate of
incorporation delivered to the Agent and each Lender in connection with the
closing of the Credit Agreement, dated as of December 17, 1996, between the
Borrower, certain banks and financial institutions and the Agent (the "December
1996 Credit Agreement"), the First Amended and Restated Credit Agreement, dated
as of March 30, 1998, between the Borrower, certain banks and financial
institutions and the Agent (the "March 1998 Credit Agreement") or the Original
Credit Agreement, as the case may be, are in full force and effect on the
Amendment Effective Date and have not been amended since December 17, 1996,
March 30, 1998, or September 10, 1999, as the case may be, and attaching a copy
of such articles of incorporation (or if such articles or certificate of
incorporation have been amended thereafter, that attached thereto is a copy of
such articles or certificate of incorporation and all amendments thereto,
certified as of a recent date by the Secretary of State (or other equivalent
officer) of the relevant state of incorporation, which documents have not been
amended since such date of certification); (ii) that the bylaws delivered to the
Agent and each Lender in connection with the closing of the December 1996 Credit
Agreement, the March 1998 Credit Agreement or the Original Credit Agreement, as
the case may be, are in full force and effect on the Amendment Effective Date
and have not been amended since December 17, 1996, March 30, 1998, or September
10, 1999, as the case may be and attaching a copy of such bylaws (or if such
bylaws have been amended thereafter, that attached thereto is a copy of such
bylaws and all amendments thereto); (iii) that attached thereto is a true and
complete copy of resolutions adopted by the Board of Directors and stockholders
(if necessary) of such corporation, authorizing the execution, delivery and
performance of this Agreement and the other Loan Documents, as applicable; and
(iv) as to the incumbency and genuineness of the signature of each officer of
such corporation executing this Agreement or any of the other Loan Documents and
authorized to request any Borrowing, as applicable. The Agent and each Lender
shall also have received a similar certificate dated as of the Amendment
Effective Date from the general partner or managing member (or similar
controlling entity) of each Subsidiary that is a limited partnership or a
limited liability company, as the case may be, in form and substance
satisfactory to the Agent.

        (c) Certificates of Existence or Good Standing. The Agent and each
Lender shall have received (i) certificates as of a recent date of the good
standing or existence of the Borrower and each Guarantor under the laws of its
state of incorporation or organization and each state where the Borrower and
each Guarantor is qualified to transact business, and (ii) where reasonably
available on the Amendment Effective Date, certificates as of a recent date from
the department of revenue or other appropriate Governmental Authority of each
such state indicating that the Borrower or such Guarantor, as appropriate, has
filed all required tax returns and owes no delinquent taxes; provided that to
the extent such certificates are not reasonably available, the Borrower shall
deliver such certificates to the Agent within 30 days following the Amendment
Effective Date.

        (d) Opinion of Counsel to the Borrower and the Guarantors. The Agent and
each Lender shall have received the favorable opinions of Tonkon Torp LLP,
Oregon counsel to certain Guarantors, Waller Lansden, Dortch & Davis, Tennessee
counsel to the Borrower and the Guarantors (covering Delaware corporate and UCC
matters), Faegre & Benson LLP, Colorado counsel to the Borrower and the
Guarantors, Winstead, Sechrest & Minick, Texas counsel to the Borrower and the
Guarantors, Argue Pearson Harbison & Myers, LLP, California counsel to the



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<PAGE>

Borrower and the Guarantors, Barnes & Thornburg, Indiana counsel to the Borrower
and the Guarantors, Steptoe & Johnson, Arizona counsel to the Borrower and the
Guarantors and Howard Wall, in-house regulatory counsel to the Borrower, each
such opinion to be addressed to the Agent, for the benefit of the Lenders, the
Issuing Lender and each Lender, and in form and substance satisfactory to the
Agent and each Lender.

        (e) UCC Search. The Agent and each Lender shall have received the
results of a search of all filings made against the Borrower and each Guarantor
under the Uniform Commercial Code (i) as currently in effect, in the state of
organization of the Borrower or the Guarantor, and (ii) with respect to each
Guarantor created or organized prior to July 1, 2001, as in effect prior to July
1, 2001, in any state in which any assets of any Borrower or any Guarantor are
located, indicating that the Collateral is free and clear of any liens or
encumbrances except for Permitted Liens or for which UCC-3 termination
statements are being delivered.

        (f) Insurance. The Agent shall have received certificates, and certified
copies of policies, of insurance, in form and substance satisfactory to the
Agent, upon the Collateral and the business of the Borrower and each Guarantor,
with the additional insured, mortgagee and loss payable clauses and endorsements
required by SECTION 5.4.

        3.1.3 Consents; No Adverse Change.

        (a) Consents and Approvals. All necessary approvals, authorizations and
consents, if any are required, of any Person and all Governmental Authorities
having jurisdiction in connection with the execution and delivery of this
Agreement and the other Loan Documents and the consummation of the transactions
contemplated hereby and thereby shall have been obtained, without the imposition
of conditions that are not acceptable to the Agent, and all related filings, if
any (other than the filing of Financing Statements), shall have been made, and
all such approvals, permits, consents and filings shall be in full force and
effect and the Agent shall have received such copies thereof as it shall have
requested.

        (b) No Injunction, Etc. No action, proceeding, investigation, claim,
regulation or legislation shall have been instituted, threatened or proposed
before any court or other Governmental Authority to enjoin, restrain or
prohibit, or to obtain substantial damages in respect of, or that is related to
or arises out of this Agreement or the consummation of the transactions
contemplated hereby or that, in the Required Lenders' discretion, would make
inadvisable the consummation of the transactions contemplated by this Agreement.

        (c) No Material Adverse Change. Since the date of the most recent
audited Financial Statements of the Borrower and each Guarantor, both
immediately before and after giving effect to the consummation of the
transactions contemplated by this Agreement, there shall not have occurred any
Material Adverse Change or any event, condition or state of facts that could
reasonably be expected to have a Material Adverse Effect.

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

        (e) Syndication. As of the Amendment Effective Date, there shall not
have occurred and be continuing a material disruption or material adverse change
in, or other condition with



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respect to, the United States financial and capital markets that would
reasonably be expected to have a material adverse effect on the successful
completion of the syndication of the Commitments.

        3.1.4 Financial Matters.

        (a) Financial Statements. The Lenders shall have received the Financial
Statements from the Borrower, in form and substance satisfactory to the Lenders.

        (b) Financial Condition Certificate. The Agent and each Lender shall
have received a Financial Condition Certificate together with the attachments
required thereby (including, without limitation, the Projections), all in
substantially the form of EXHIBIT E.

        (c) Covenant Compliance. The Agent shall have received a Covenant
Compliance Worksheet, duly completed and certified by the Chief Executive
Officer or Chief Financial Officer or the Vice President-Finance of the Borrower
and in form and substance satisfactory to the Agent, demonstrating the
Borrower's compliance with the financial covenants set forth in SECTIONS 6.9
through 6.13, determined on a pro forma basis as of September 30, 2001 after
giving effect to the making of the initial Loans hereunder and the consummation
of the transactions contemplated hereby, and the amendment of the End Loaded
Lease Facility on the date hereof.

        (d) Taxes. All taxes, fees and other charges then due in connection with
the execution, delivery, recording, filing and registration of any of the Loan
Documents shall have been paid by the Borrower.

        (e) Fees. The Borrower shall have paid (i) to First Union Securities,
the fees described in the Engagement Letter in the amount set forth therein as
due and payable on the date of this Agreement and to the extent not theretofore
paid to First Union Securities, (ii) to the Agent, the initial payment of the
annual administrative fee described in the Engagement Letter, and (iii) all
other fees and expenses of the Agent and the Lenders required hereunder or under
any other Loan Document to be paid on or prior to the Amendment Effective Date
(including fees and expenses of counsel) in connection with this Agreement and
the transactions contemplated hereby.

        3.1.5 End Loaded Lease Facility Documentation. All documentation under
the End Loaded Lease Facility shall be satisfactory in form and substance to the
Agent and the Lenders.

        3.1.6 Miscellaneous.

        (a) Disbursement Instructions; Account Designation Letter. The Agent
shall have received an Account Designation Letter, together with written
instructions from an Authorized Officer of the Borrower, including wire transfer
information, directing the payment of the proceeds of Loans to be made hereunder
on the Amendment Effective Date. If any Debt is being refinanced or otherwise
paid off on the Amendment Effective Date with the proceeds of the Loans, the
funds required for such payoff shall be earmarked by the Agent for the benefit
of the refinanced lender and shall be paid directly from the Agent to the
refinanced lender pursuant to a



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<PAGE>

payoff letter under which the refinanced lender agrees to release any and all
liens on the assets of the Borrower and its Subsidiaries upon payment in full.

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

        3.2 Conditions to All Loans and Advances. The obligation of the Lenders
to make any Loan hereunder (including any Loans made on the Amendment Effective
Date, but excluding Revolving Loans made for the purpose of repaying Refunded
Swingline Loans or to fund Reimbursement Obligations) and the obligation of the
Issuing Lender to issue any Letters of Credit are subject to the continued
validity of all Loan Documents and the satisfaction of the following conditions
precedent on the relevant Borrowing Date:

        (a) Each of the representations and warranties made by the Borrower
contained in ARTICLE IV shall be true and correct on and as of such Borrowing
Date with the same effect as if made on and as of the Borrowing Date, except to
the extent the facts upon which such representation and warranty are based may
be changed as a result of transactions or occurrences permitted or contemplated
hereby or such representation or warranty relates solely to a prior date;

        (b) No Default or Event of Default shall have occurred on the Borrowing
Date or after giving effect to the Loans to be made or Letters of Credit to be
issued on such Borrowing Date; and

        (c) Since the date of the most recent audited consolidated financial
statements of the Borrower, there shall not have occurred any Material Adverse
Change or a Material Adverse Effect.

        3.3 Waiver of Conditions Precedent. If any Lender makes any Loan
hereunder, or if the Issuing Lender issues any Letter of Credit, prior to the
fulfillment of any of the conditions precedent set forth in this ARTICLE III,
the making of such Loan or the issuance of such Letter of Credit shall
constitute only an extension of time for the fulfillment of such condition and
not a waiver thereof, and unless the Required Lenders indicate otherwise in
writing, the Borrower shall thereafter use its best efforts to fulfill each such
condition promptly.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

        To induce the Agent and the Lenders to enter into this Agreement and to
induce the Lenders to extend the credit contemplated hereby, the Borrower
represents and warrants to the Agent and the Lenders as follows, such
representations and warranties (i) to be made on the date hereof and deemed made
on the date of each Borrowing (except to the extent any such



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representation or warranty relates solely to a prior date) and (ii) to be
updated (and deemed updated) as set forth in SECTION 5.16:

        4.1 Corporate Organization and Power; Capital Structure.

        (a) The Borrower and each of its Subsidiaries (i) is a corporation,
limited partnership or limited liability company, as the case may be, duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (ii) is qualified to do business and is in
good standing in every other jurisdiction where the nature of its business or
the ownership of its properties requires it to be so qualified and where the
failure to be so qualified could reasonably be expected to have a Material
Adverse Effect, which jurisdictions as of the Amendment Effective Date are set
forth on SCHEDULE 4.1(A); (iii) except as set forth on SCHEDULE 4.2 as of the
Amendment Effective Date and except for Subsidiaries acquired or created after
the Amendment Effective Date in compliance with SECTIONS 5.12 and 6.7, has no
Subsidiaries or Affiliates (other than its officers, directors and shareholders)
and, except for investments made in compliance with SECTION 6.7 or otherwise
consented to by the Required Lenders, is not a partner or joint venturer in any
partnerships or joint ventures; (iv) has the corporate power to own and give a
lien on and security interest in its Collateral and to engage in the
transactions contemplated hereby; and (v) has the full corporate, partnership or
limited liability company power, authority and legal right to execute and
deliver this Agreement and the other Loan Documents to which it is a party and
to perform and observe the terms and provisions thereof. As of the Amendment
Effective Date, neither the Borrower nor any of its Subsidiaries has, during the
preceding five (5) years, been known as or used any other corporate, fictitious
or trade names in the United States other than as set forth on SCHEDULE 4.1(A).

        (b) As of the Amendment Effective Date, the authorized Capital Stock of
the Borrower consists of one hundred thousand (100,000) shares of Preferred
Stock, par value $0.01 per share, of which zero (0) shares are issued and
outstanding and fifty million (50,000,000) shares of Common Stock, par value
$0.01 per share, of which as of October 3, 2001 31,601,344 shares are issued and
outstanding. All of the outstanding Capital Stock of the Borrower is duly and
validly issued, fully paid and non-assessable and was offered, issued and sold
in compliance with all federal and state securities laws applicable to the
Borrower. None of the outstanding Capital Stock of the Borrower has been issued
in violation of any preemptive or other rights of its shareholders. As of the
Amendment Effective Date, the Borrower does not have outstanding any securities
or other rights which are either by their terms or by contract convertible or
exchangeable into Capital Stock of or other equity interest in the Borrower, as
the case may be nor any preemptive or similar rights to subscribe for or to
purchase, or any options or warrants or agreements for the purchase or issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its Capital Stock or securities convertible into its
Capital Stock, except, as set forth on SCHEDULE 4.1(B).

        4.2 Subsidiaries. SCHEDULE 4.2 contains a complete and accurate list of
the Subsidiaries of the Borrower as of the Amendment Effective Date showing, as
to each Subsidiary, the number of shares and other ownership interests of
Capital Stock and the owner of each class of Capital Stock authorized and
outstanding. Except as set forth on SCHEDULE 4.2 as of the Amendment Effective
Date, all of such issued and outstanding shares and other ownership interests of
Capital Stock of all of such of Borrower's Subsidiaries that are owned by the



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Borrower or its Subsidiaries have been duly authorized and validly issued, are
fully paid and nonassessable, and are owned by the Borrower or its Subsidiaries,
free and clear of any liens, charges, encumbrances, security interests, claims
or restrictions of any nature whatsoever, except for liens in favor of the
Agent, for the benefit of the Lenders, granted under the Loan Documents, and
there are no other equity securities of any such Subsidiaries issued and
outstanding or reserved for any purpose.

        4.3 Enforceability of Loan Documents; Compliance with Other Instruments.
Except as set forth on SCHEDULE 4.3, each of the Loan Documents to which the
Borrower or any Guarantor is a party, as the case may be, has been duly
authorized by all necessary corporate, partnership or limited liability company
action on the part of the Borrower or such Guarantor, has been validly executed
and delivered by the Borrower or such Guarantor and is the legal, valid and
binding obligation of the Borrower or such Guarantor, enforceable against the
Borrower or such Guarantor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
or by general principles of equity. Neither the Borrower nor any of its
Subsidiaries is in default with respect to any indenture, loan agreement,
mortgage, lease, deed or similar agreement to which it is a party or by which
it, or any of its property, is bound which default could reasonably be expected
to have a Material Adverse Effect. Neither the execution, delivery or
performance of the Loan Documents by the Borrower and the Guarantors, nor
compliance by the Borrower and the Guarantors therewith: (a) violates any
provision of the Borrower's or such Guarantor's articles or certificate of
incorporation or bylaws, (b) conflicts or will conflict with or results or will
result in any breach of, or constitutes or will constitute with the passage of
time or the giving of notice or both, a default under, (i) any Requirement of
Law or (ii) any material agreement or instrument to which the Borrower or any
Guarantor is a party or by which it, or any of its property, is bound or (c)
results or will result in the creation or imposition of any lien, charge or
encumbrance upon the properties of the Borrower or any of its Subsidiaries
pursuant to any such agreement or instrument, except for Permitted Liens. Except
as set forth on SCHEDULE 4.3, no Subsidiary is a party to any agreement or
instrument or otherwise subject to any restriction or encumbrance that restricts
or limits its ability to make dividend payments or other distributions in
respect of its Stock or Interests, to repay Debt owed to the Borrower or any
other Subsidiary, to make loans or advances to the Borrower or any other
Subsidiary, or to transfer any of its assets or properties to the Borrower or
any other Subsidiary, in each case other than such restrictions or encumbrances
existing under or by reason of the Loan Documents or applicable Requirements of
Law.

        4.4 Governmental and Third-Party Authorization.

        (a) No authorization, consent or approval of, or declaration or filing
with, any Governmental Authority or other Person is required for the valid
execution and delivery by the Borrower and its Subsidiaries of the Loan
Documents to which they are a party or the consummation by the Borrower and its
Subsidiaries of the loan transactions contemplated hereby and thereby, including
repayment of the Credit Obligations and pledging the Collateral, except for (i)
filings of Financing Statements, the Mortgage and collateral assignments of
registered trademarks, patents and copyrights which constitute Collateral, and
other instruments and actions necessary to perfect the liens created by the Loan
Documents, (ii) consents, authorizations and filings that have been (or on or
prior to the Amendment Effective Date will have been) made or



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<PAGE>

obtained and that are (or on the Amendment Effective Date will be) in full force
and effect, which consents, authorizations and filings are listed on SCHEDULE
4.4, and (iii) consents and filings the failure to obtain or make which would
not, individually or in the aggregate, have a Material Adverse Effect. The
Borrower and its Subsidiaries have, and are in good standing with respect to,
all governmental approvals, permits, certificates, inspections, consents and
franchises necessary to continue to conduct business as heretofore conducted and
to own or lease and operate its properties as now owned or leased by it where
the failure to have and maintain the same could reasonably be expected to have a
Material Adverse Effect.

        (b) The Borrower and each of its Subsidiaries has, to the extent
applicable, (i) obtained (or been duly assigned) all required certificates of
need or determinations of need, as required by the relevant state Governmental
Authority, for the ownership and operation of their businesses as currently
operated; and (ii) obtained and maintains in good standing all licenses required
by any Requirement of Law or required based on the operation of the applicable
business, where the failure to have and maintain the same could reasonably be
expected to have a Material Adverse Effect.

        (c) Each professional employee, officer and director of the Borrower and
its Subsidiaries providing professional services to patients of the Borrower or
any such Subsidiary is duly licensed (where license is required) by each state
or state agency or commission, or any other governmental agency having
jurisdiction over the provisions of such services by such employee, officer or
director, in which the Borrower or any of its Subsidiaries is located, required
to enable such employee, officer or director to provide the professional
services necessary to enable the Borrower or such Subsidiary to operate as
currently operated and as presently contemplated to be operated except to the
extent the failure to have such a license could not reasonably be expected to
have a Material Adverse Effect. All such required licenses are in full force and
effect on the date hereof and have not been revoked or suspended or otherwise
limited except to the extent such resolution, suspension or limitation could not
reasonably be expected to have a Material Adverse Effect. Each physician
retained or otherwise engaged as an independent contractor by the Borrower or
any of its Subsidiaries possesses a valid narcotics number issued by the United
States Drug Enforcement Administration and a valid state narcotics registration,
including without limitation an United States Drug Enforcement Administration
agency arrangement, if required by any Requirement of Law or by the nature of
the services provided by such physician.

        4.5 Financial Statements.

        (a) The Borrower has heretofore furnished to each Lender copies of the
Financial Statements. The Financial Statements have been prepared in accordance
with Generally Accepted Accounting Principles (subject, with respect to the
unaudited Financial Statements, to the absence of notes required by Generally
Accepted Accounting Principles and to normal year-end audit adjustments) and
present fairly in all material respects the financial position of the Persons
covered thereby on a consolidated basis as of the dates thereof and the
consolidated results of operations of the Persons covered thereby for the
periods then ended. Except as fully reflected in the most recent Financial
Statements and the notes thereto, as of the Amendment Effective Date, and taking
into account the Loans to be made on the Amendment Effective Date and the other
transactions contemplated by the Loan Documents, there will be no material



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<PAGE>

liabilities or obligations with respect to the Borrower or any of its
Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise
and whether or not due). Since the date of the most recent Financial Statements,
there has been no Material Adverse Change and, to the Borrower's knowledge,
there exists no event, condition or state of facts that could reasonably be
expected to result in a Material Adverse Change. Neither the Borrower nor any of
its Subsidiaries has directly or indirectly declared, ordered, paid, made or set
apart any amounts or property for any dividend, share acquisition or other
distribution, or agreed to do so, except as permitted by SECTION 6.8.

        (b) The Borrower has prepared, and has heretofore furnished in the
Confidential Information Memorandum dated September 2001 to each Lender copies
of, annual projected balance sheets and statements of income and cash flows of
the Borrower and its Subsidiaries for the five-year period commencing on the
date set forth therein (the "Projections"). In the opinion of the Borrower's
management, the assumptions used in preparation of the Projections were fair,
complete and reasonable when made and are fair, complete and reasonable as of
the Amendment Effective Date. The Projections have been prepared in good faith
by the executive and financial personnel of the Borrower in light of the
historical financial performance and the financial and operating condition of
the Borrower and its Subsidiaries prior to the Amendment Effective Date, give
effect to the transactions contemplated by the Loan Documents and the End Loaded
Lease Facility and, in the opinion of the Borrower's management, represent, as
of the Amendment Effective Date, a reasonable estimate of the future performance
and financial condition of the Borrower and its Subsidiaries, subject to the
uncertainties and approximations inherent in any projections and without
representation or warranty that such projected performance and financial
condition will actually be achieved, it being acknowledged by the Lenders and
the Agent that the actual results may differ from the projected results and the
differences may be material.

        4.6 Solvency. (i) On the Amendment Effective Date, prior to the
transactions contemplated by this Agreement, the Borrower and each of its
Subsidiaries (taking into account rights of contribution) is, and the Borrower
and its Subsidiaries, on a consolidated basis are, Solvent, and (ii) after
giving effect to the transactions contemplated hereby and by the End Loaded
Lease Facility, the Borrower and each of its Subsidiaries (taking into account
rights of contribution) will be Solvent, and the Borrower and its Subsidiaries
on a consolidated basis will be Solvent.

        4.7 Places of Business. SCHEDULE 4.7 lists, as of the Amendment
Effective Date, (i) the jurisdiction of incorporation or organization, the chief
executive office and places of business (including county or town designation),
as provided in the Uniform Commercial Code, of the Borrower and each of its
Subsidiaries, (ii) the locations at which the Borrower and each of its
Subsidiaries maintains, or presently intends to maintain, billing and related
records relating to Accounts Receivable, and (iii) all locations where personal
property valued at $100,000 or more in the aggregate of the Borrower and each of
its Subsidiaries is presently maintained.

        4.8 Leased Properties. SCHEDULE 4.8 lists, as of the Amendment Effective
Date, (i) all material real property leased by the Borrower or any of its
Subsidiaries, and (ii) all personal property leased by the Borrower or any of
its Subsidiaries requiring lease payments in excess of $100,000 per year,
including in each case the name of the lessors and a description of the
locations of such property. The Borrower and each of its Subsidiaries enjoys
peaceful and



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<PAGE>

undisturbed possession under all of its real property leases, and all such
leases are valid and in full force and effect. The Borrower has delivered
complete and accurate copies of all such real property leases to the Agent and
the Lenders.

        4.9 Realty. SCHEDULE 4.9 lists all real property owned as of the
Amendment Effective Date by the Borrower or any of its Subsidiaries.

        4.10 Assets for Conduct of Business. Each of the Borrower and its
Subsidiaries possesses adequate assets, licenses, patents, copyrights,
trademarks and trade names necessary to continue to conduct its business
substantially as heretofore conducted without any material conflict with the
rights of other Persons.

        4.11 Insurance. SCHEDULE 4.11 accurately summarizes all insurance
policies or programs of the Borrower and its Subsidiaries in effect as of the
Amendment Effective Date, and indicates the insurer's name, policy number,
expiration date, amount of coverage, type of coverage, exclusions and
deductibles, and also indicates any self-insurance program that is in effect.

        4.12 Ownership of Properties. Except as set forth on SCHEDULE 4.12, (a)
each of the Borrower and its Subsidiaries has good and marketable title to all
real property owned by it, holds interests as lessee under valid leases in full
force and effect with respect to all leased real and material personal property
used in connection with its business, and has good title to all of its other
properties and assets, including, without limitation, the assets reflected in
the most recent Financial Statements (except as sold or otherwise disposed of
since the date thereof in the ordinary course of business), in each case free
and clear of all liens, claims or encumbrances other than Permitted Liens; and
(b) other than the Financing Statements in favor of the Agent and protective
filings with respect to operating leases that may be filed after the Amendment
Effective Date or with respect to Permitted Liens, no financing statement that
names the Borrower or any of its Subsidiaries as debtor has been filed and is
still in effect, and neither the Borrower nor any of its Subsidiaries has signed
any other financing statement or any security agreement authorizing any secured
party thereunder to file any such financing statement.

        4.13 First Priority. The provisions of the Loan Documents (whether
executed and delivered prior to or on the Amendment Effective Date or
thereafter), are and will be effective to create in favor of the Agent, for the
benefit of the Lenders, upon the proper filing of all Financing Statements and
other recordations contemplated thereunder in the jurisdictions and locations
contemplated thereby (or, in the case of the Pledge Agreement, the possession by
the Agent of certificates evidencing the securities pledged thereby without
notice of an adverse claim or, in the case of registered copyrights, patents and
trademarks, the filing of short-form assignments in the U.S. Patent and
Trademark Office and the U.S. Copyright Office, as applicable), a valid and
enforceable first priority perfected security interest in and lien upon all
right, title and interest of the Borrower and the Guarantors in the Collateral
described therein, to the extent such security interest and lien can be
perfected by such filings, actions and possessions, subject only to Permitted
Liens. Upon (i) delivery and continued possession by the Agent, without notice
of adverse claim, of certificates evidencing the securities pledged pursuant to
the Pledge Agreement, and (ii) the filing of short-term collateral assignments
of patents and trademarks with the U.S. Patent and Trademark Office, the Agent
shall have a valid and



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<PAGE>

enforceable first priority security interest in and lien upon all right, title
and interest of the Borrower and the Guarantors in such Collateral, subject only
to Permitted Liens.

        4.14 Litigation; Government Regulation. Except as set forth in SCHEDULE
4.14, (a) there are no judgments, injunctions or similar orders or decrees and
no actions, suits, investigations or proceedings pending or, to the knowledge of
the Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries or its business that could reasonably be expected to have a
Material Adverse Effect, or that question the validity of this Agreement or any
of the Loan Documents, at law or in equity before any applicable court,
arbitrator or Governmental Authority with appropriate jurisdiction, and (b)
neither the Borrower nor any of its Subsidiaries is in violation of or in
default under any Requirement of Law where such violation could reasonably be
expected to have a Material Adverse Effect.

        4.15 Taxes. Except as set forth in SCHEDULE 4.15, neither the Borrower
nor any of its Subsidiaries is delinquent in the payment of any taxes that have
been levied or assessed by any Governmental Authority against it or its assets
where such delinquency could reasonably be expected to have a Material Adverse
Effect. Except as set forth in SCHEDULE 4.15, as of the Amendment Effective
Date, each of the Borrower and its Subsidiaries (a) has timely filed all tax
returns that are required by law to be filed prior to the date hereof, and has
paid all taxes shown on said returns and all other assessments or fees levied
upon it or upon its properties to the extent that such taxes, assessments or
fees have become due, and if not due, such taxes have been adequately provided
for and sufficient reserves therefor established on its books of account, in
each case where the failure to do so could reasonably be expected to have a
Material Adverse Effect, and (b) is current with respect to payment of all
federal and state withholding taxes, social security taxes and other payroll
taxes, in each case where the failure to do so could reasonably be expected to
have a Material Adverse Effect.

        4.16 ERISA; Employee Benefits.

        (a) SCHEDULE 4.16 lists, as of the Amendment Effective Date, all
Employee Plans and Pension Plans ("Plans") maintained or sponsored by the
Borrower and its Subsidiaries or to which the Borrower or any of its
Subsidiaries is obligated to contribute and separately identifies all Qualified
Plans (as defined below) and all Multiemployer Plans. The Borrower has delivered
true and correct copies of all such Plans to the Agent.

        (b) Each such Plan is in compliance with the applicable provisions of
ERISA, the Internal Revenue Code and other federal or state law, including all
requirements under the Internal Revenue Code or ERISA for filing reports (which
are true and correct in all material respects as of the date filed), the
noncompliance with which could reasonably be expected to have a Material Adverse
Effect, and benefits have been paid in accordance with the provisions of each
such Plan.

        (c) The form of each Plan intended to be qualified under Section 401 of
the Internal Revenue Code ("Qualified Plan") to the knowledge of the Borrower
qualifies under Section 401 of the Internal Revenue Code, and the trusts created
thereunder are, to the knowledge of the Borrower, exempt from tax under the
provisions of Section 501 of the Internal Revenue Code,


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<PAGE>

and to the knowledge of the Borrower nothing has occurred that would cause the
loss of such qualification or tax-exempt status.

        (d) There is no outstanding liability under Title IV of ERISA with
respect to any Plan maintained or sponsored by the Borrower and its Subsidiaries
(as to which the Borrower or any of its Subsidiaries is or may be liable), nor
with respect to any Plan to which any of the Borrower or its Subsidiaries
(wherein the Borrower or any of its Subsidiaries is or may be liable)
contributes or is obligated to contribute that could reasonably be expected to
have a Material Adverse Effect.

        (e) None of the Qualified Plans subject to Title IV of ERISA has any
unfunded benefit liability as defined in Section 4001(a)(18) of ERISA (as to
which the Borrower or any of its Subsidiaries is or may be liable) that could
reasonably be expected to have a Material Adverse Effect.

        (f) No Plan maintained or sponsored by the Borrower or any of its
Subsidiaries provides medical or other welfare benefits or extends coverage
relating to such benefits beyond the date of a participant's termination of
employment with the Borrower or such Subsidiary, except to the extent required
by Section 4980B of the Internal Revenue Code and at the sole expense of the
participant or the beneficiary of the participant to the fullest extent
permissible under such Section of the Internal Revenue Code. The Borrower and
its Subsidiaries have complied in all material respects with the notice and
continuation coverage requirements of Section 4980B of the Internal Revenue
Code.

        (g) No ERISA Event which could reasonably be expected to result in a
Material Adverse Effect has occurred or is reasonably expected to occur with
respect to any Plan maintained or sponsored by the Borrower or any of its
Subsidiaries or to which the Borrower or any of its Subsidiaries is obligated to
contribute.

        (h) As of the Amendment Effective Date, there are no pending or, to the
knowledge of the Borrower, threatened claims, actions or lawsuits, other than
routine claims for benefits in the usual and ordinary course, asserted or
instituted against (i) any Plan maintained or sponsored by the Borrower and its
Subsidiaries or their assets, or (ii) any fiduciary with respect to any Plan for
which the Borrower or any of its Subsidiaries may be directly or indirectly
liable, through indemnification obligations or otherwise.

        (i) Neither the Borrower nor any of its Subsidiaries has incurred or, to
the knowledge of the Borrower, reasonably expects to incur (i) any liability
(and no event has occurred that, with the giving of notice under Section 4219 of
ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with
respect to a Multiemployer Plan or (ii) any liability under Title IV of ERISA
(other than premiums due and not delinquent under Section 4007 of ERISA) with
respect to a Plan.

        (j) Neither the Borrower nor any of its Subsidiaries has engaged,
directly or indirectly, in a nonexempt prohibited transaction (as defined in
Section 4975 of the Internal Revenue Code or Section 406 of ERISA) in connection
with any Plan that could reasonably be expected to have a Material Adverse
Effect.



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<PAGE>

         4.17     Compliance with Laws. The Borrower and each of its
Subsidiaries has duly complied with, and the Collateral and their business
operations and leaseholds are in compliance with, all Requirements of Law,
including, without limitation, all federal and state securities laws, OSHA, and
Titles XVIII and XIX of the Social Security Act (42 U.S.C. ss.ss. 1395 et seq.
and ss.ss. 1396 et seq., respectively, as amended from time to time), the
Bloodborne Pathogens Standard, the Medicare Regulations, the Medicaid
Regulations and the MediCal Regulations, except to the extent that noncompliance
could not reasonably be expected to have a Material Adverse Effect; provided,
that with respect to compliance with Environmental Laws, this representation
shall be made to the best of Borrower's knowledge to the extent and solely to
the extent that representations made pursuant to SECTION 4.18 regarding
compliance with Environmental Laws are so qualified.

         4.18     Environmental Matters. Except as could not reasonably be
expected to result in a Material Adverse Effect:

         (a)      Except as reflected in SCHEDULE 4.18 and except as used in
amounts consistent with the routine operation of the Borrower or its
Subsidiaries and in compliance with Environmental Laws, (i) no Hazardous
Material is or has been generated, used, released, treated, disposed of or
stored, or otherwise located, in, on or under the Realty (or any portion
thereof), and no part of the Realty or other property owned, leased or operated
by the Borrower or its Subsidiaries (now or in the past), including without
limitation the soil and groundwater located thereon and thereunder, has been
contaminated by any Hazardous Material; (ii) no improvements on the Realty
contain any asbestos or substances containing asbestos; (iii) none of the Realty
has been the subject of a remedial action; and (iv) to the best of the
Borrower's knowledge, without inquiry, the foregoing statements are true and
correct with respect to all of the real property adjoining any of the Realty.

         (b)      To the best of the Borrower's knowledge, no portion of the
Realty has been used as or for a mine, a landfill, a dump or other disposal
facility, a gasoline service station, or a petroleum products storage facility,
and none of the Realty or other property owned, leased or operated by the
Borrower or its Subsidiaries (now or in the past) has, pursuant to any
Environmental Law, been placed on the "National Priorities List" or "CERCLIS
List" (or any similar federal, state or local list) of sites subject to possible
environmental problems.

         (c)      Except as set forth in SCHEDULE 4.18, there are no underground
storage tanks situated on the Realty and, to the best of the knowledge of the
Borrower, no underground storage tanks have ever been situated on the Realty.

         (d)      Except as set forth in SCHEDULE 4.18, all activities and
operations of the Borrower and its Subsidiaries meet the requirements of all
applicable Environmental Laws, Borrower and its Subsidiaries have not violated
any Environmental Law in the past, and the Realty has never been the site of a
violation of any Environmental Law.

         (e)      Except as set forth on SCHEDULE 4.18, to the knowledge of the
Borrower, neither the Borrower nor its Subsidiary has sent a Hazardous Material
to a site which, pursuant to any Environmental Law, (1) has been placed on the
"National Priorities List" or "CERCLIS List" (or any similar federal, state or
local list) of sites subject to possible environmental problems, or


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<PAGE>

(2) is subject to or the source of a claim, an administrative order or other
request to take "response," "removal," "corrective" or "remedial" action, as
defined in any Environmental Law, or to pay for or contribute to the costs of
cleaning up the site.

         (f)      Except as set forth on SCHEDULE 4.18 OR SCHEDULE 4.12, neither
the Borrower nor any of its Subsidiaries is involved in any suit or proceeding
or has received any written notice from any Governmental Authority or other
third party, with respect to a release or threat of release of any Hazardous
Material, or violation or alleged violation of any Environmental Law, and
neither the Borrower nor any of its Subsidiaries has received notice of any
claim from any person or entity relating to property damage or to personal
injuries from exposure to any Hazardous Material.

         (g)      The Borrower and its Subsidiaries have timely filed all
reports required to be filed, have acquired all necessary certificates,
approvals and permits, and have generated and maintained in all material
respects all required data, documentation and records required under all
Environmental Laws.

         4.19     Margin Securities.

         (a)      Neither the Borrower nor any of its Subsidiaries owns any
"margin stock" within the meaning of Regulation U. None of the proceeds of the
Loans will be used, directly or indirectly, for the purpose of purchasing or
carrying any margin stock, maintaining, reducing or retiring any Debt that was
originally incurred to purchase or carry margin stock or for any other purpose
that would violate Regulation U, Regulation T or Regulation X or any other
regulation of the Board of Governors of the Federal Reserve System, as the same
may be in effect from time to time, or for any purpose that would violate the
Exchange Act.

         (b)      None of the transactions contemplated by this Agreement
(including, without limitation, the use of the proceeds of the Loans) will
violate or result in a violation of Section 7 of the Exchange Act. Neither the
Borrower nor any of its Subsidiaries owns or intends to carry or purchase
directly or indirectly any "margin security" within the meaning of the Exchange
Act.

         4.20     Full Disclosure. None of the Loan Documents or any other
written statements furnished to the Agent or any Lender by or on behalf of the
Borrower or any of its Subsidiaries in connection with the Loan Documents
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained therein or herein, in light of
the circumstances under which they were made, not misleading.

         4.21     Contracts; Labor Disputes. Neither the Borrower nor any of its
Subsidiaries is a party to any contract or agreement, or subject to any charge,
corporate restriction, judgment, injunction, decree, rule, regulation or order
of any court or other Governmental Authority, that has or could reasonably be
expected to have a Material Adverse Effect. Neither the Borrower nor any of its
Subsidiaries is a party to, and there is not pending or, to the Borrower's
knowledge, threatened, any labor dispute, strikes, lock-out, grievance, work
stoppage or walkouts relating to any labor contract to which the Borrower or any
of its Subsidiaries is a party that has or could reasonably be expected to have
a Material Adverse Effect.


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<PAGE>

         4.22     Reimbursement from Third Party Payors. The accounts receivable
of the Borrower and its Subsidiaries have been and will continue to be adjusted
to reflect reimbursement policies of third party payors such as Medicare,
Medicaid, MediCal, Blue Cross/Blue Shield, private insurance companies, health
maintenance organizations, preferred provider organizations, managed care
systems and other third party payors, including, without limitation, adjustments
under any capitation arrangement, fee schedule, discount formula or cost-based
reimbursement.

         4.23     Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor
any of its partners, members, stockholders (other than the stockholders of the
Borrower), officers or directors (excluding limited partners or minority members
in Permitted Joint Ventures, acting without the knowledge of the Borrower or any
Subsidiary, whose actions could not reasonably be expected to have a Material
Adverse Effect), acting on behalf of the Borrower or any Subsidiary, have
engaged on behalf of Borrower or any Subsidiary in any of the following: (i)
knowingly and willfully making or causing to be made a false statement or
representation of a material fact in any applications for any benefit or payment
under Medicare, Medicaid or MediCal programs; (ii) knowingly and willfully
making or causing to be made any false statement or representation of a material
fact for use in determining rights to any benefit or payment under Medicare,
Medicaid or MediCal programs; (iii) failing to disclose knowledge by a claimant
of the occurrence of any event affecting the initial or continued right to any
benefit or payment under Medicare, Medicaid or MediCal programs on its own
behalf or on behalf of another, with intent to secure such benefit or payment
fraudulently; (iv) knowingly and willfully making or causing to be made a
payment, directly or indirectly, to a physician as an inducement to reduce or
limit services provided with respect to individuals who are entitled to any
benefit or payment under Medicare, Medicaid or MediCal programs and are under
the direct care of the physician; (v) knowingly and willfully soliciting or
receiving any remuneration (including any kickback, bribe or rebate), directly
or indirectly, overtly or covertly, in cash or in kind or offering or paying
such remuneration (a) in return for referring an individual to a Person for the
furnishing or arranging for the furnishing of any item or service for which
payment may be made in whole or in part by Medicare, Medicaid or MediCal, or (b)
in return for purchasing, leasing or ordering or arranging for or recommending
the purchasing, leasing or ordering of any good, facility, service, or item for
which payment may be made in whole or in part by Medicare, Medicaid or MediCal;
(vi) knowingly and willfully offering or paying any remuneration (including any
kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in
cash or in kind to any person to induce such person (x) to refer an individual
to a person for the furnishing or arranging for the furnishing of any item or
service for which payment may be made in whole or in part by Medicare, Medicaid
or MediCal, or (y) to purchase, lease, order, or arrange for or recommend
purchasing, leasing, or ordering any good, facility, service, or item for which
payment may be made in whole or in part by Medicare, Medicaid or MediCal. With
respect to this Section, knowledge by any employees, representatives and agents
of the Borrower or a Subsidiary of any of the events described in this Section
shall not be imputed to the Borrower or such Subsidiary unless such knowledge
was obtained or learned by a Senior Officer in his or her official capacity as a
Senior Officer of the Borrower or such Subsidiary. No activity of the Borrower
or any Subsidiary shall be considered to be a breach of this Section, except in
the case of an intentional violation thereof, until the Borrower or such
Subsidiary has received notification, written or oral, by a Governmental
Authority of competent jurisdiction as to any such violation. In addition,
neither the Borrower nor any Subsidiary shall be considered to have


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<PAGE>

breached this section so long as (a) they shall have taken such actions
(including implementation of appropriate internal controls) as may be reasonably
necessary to avoid such breaches and (b) such breaches, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

         4.24     Event of Default. No Default or Event of Default has occurred
and is continuing.

         4.25     Single Business Enterprise. The Borrower and the Guarantors
operate, and intend to operate, as a single business enterprise. Although
separate entities, the Borrower and the Guarantors operate under a common
business plan. Each of the Borrower and the Guarantors will accordingly benefit
from the financing arrangement established by this Agreement. The Borrower
acknowledges that the Agent and the Lenders are relying on the agreement by each
Guarantor to execute and deliver the Guaranty Documents in committing to the
Facilities.

         4.26     Subordinated Notes. The Borrower has heretofore furnished to
the Agent a true and complete copy of each of the 2000 Subordinated Note
Indenture and the 2001 Subordinated Note Indenture, together with all schedules
and exhibits referred to therein and all amendments and supplements thereto. The
subordination provisions contained in each of the 2000 Subordinated Note
Indenture and the 2001 Subordinated Note Indenture and in each of the 4-1/2%
Subordinated Notes and the 4-1/4% Subordinated Notes are enforceable against the
Borrower and the holders of such Subordinated Debt, and all of the Credit
Obligations constitute "Senior Indebtedness" within the meaning of such term
under each of the 2000 Subordinated Note Indenture, the 2001 Subordinated Note
Indenture, the 4-1/2% Subordinated Notes and the 4-1/4% Subordinated Notes.

         4.27     Regulated Industries. Neither the Borrower nor any of its
Subsidiaries is (i) an "investment company," a company "controlled" by an
"investment company," or an "investment advisor," within the meaning of the
Investment Company Act of 1940, as amended, or (ii) a "holding company," a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company," within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

         Until payment in full of all Credit Obligations and the termination of
the Lenders' obligation to make Loans and the Issuing Lender's obligation, on
behalf of the Lenders, to issue Letters of Credit, the Borrower covenants and
agrees that:

         5.1      Financial and Business Information about the Borrower. The
Borrower shall deliver to the Agent and the Lenders:

         (a)      As soon as available and in any event within forty-five (45)
days after the close of each of the first three fiscal quarters of each fiscal
year of the Borrower, beginning with the current fiscal quarter, an unaudited
consolidated and consolidating balance sheet of the Borrower and its
Subsidiaries as of the close of such fiscal quarter, and unaudited consolidated
and


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<PAGE>

consolidating statements of income, and consolidated retained earnings and cash
flows for the Borrower and its Subsidiaries for the fiscal quarter then ended
and for that portion of the fiscal year then ended, setting forth comparative
figures for the corresponding fiscal quarter in the preceding fiscal year, and
in each case setting forth comparable budgeted figures for the fiscal quarter
then ended, together with a breakdown of such income statements per hospital,
all prepared in accordance with Generally Accepted Accounting Principles
(subject to the absence of notes required by Generally Accepted Accounting
Principles and subject to normal and reasonable year-end audit adjustments)
applied on a basis consistent with that of the preceding quarter or containing
disclosure of the effect on the financial position or results of operation of
any change in the application of accounting principles and practices during the
quarter, and certified by the Chief Executive Officer, Chief Financial Officer,
Vice President-Finance or Vice President-Controller of the Borrower to be true
and accurate in all material respects (subject to normal and reasonable year-end
audit adjustments);

         (b)      As soon as available and in any event within one hundred (100)
days after the close of any fiscal year of the Borrower, beginning with the
close of the current fiscal year, an audited consolidated balance sheet and
unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of
the close of such fiscal year, audited consolidated and unaudited consolidating
statements of income and audited consolidated retained earnings and cash flows
for the Borrower and its Subsidiaries for the fiscal year then ended, setting
forth comparative figures for the preceding fiscal year and in each case,
setting forth comparable budgeted figures for the fiscal year then ended,
including the notes to each, audited (except as previously noted) by a
nationally recognized, "Big Five" independent certified public accountant or
other independent certified public accountant reasonably acceptable to the
Required Lenders, and together with a breakdown of such income statements per
hospital, all such audited statements prepared in accordance with Generally
Accepted Accounting Principles applied on a basis consistent with those of the
preceding year or containing disclosure of the effect on the financial position
or results of operations of any change in the application of accounting
principles and practices during the year, certified by the Chief Executive
Officer, Chief Financial Officer, Vice President-Finance or Vice
President-Controller of the Borrower to be true and accurate in all material
respects, and, with respect to audited statements, accompanied by a report
thereon by such certified public accountants, containing an opinion that is not
qualified in any materially negative respect, including as to going concern or
scope of audit;

         (c)      Concurrently with the delivery of the financial statements
described in SUBSECTION (B) above, a letter from the independent certified
public accountants that, based on the independent certified public accountant's
examination of the financial statements of the Borrower and its Subsidiaries,
the accountants did not obtain knowledge of the occurrence or existence of any
Default or Event of Default, or a statement specifying the nature and period of
existence of any such condition or event disclosed by their examination;
provided, however, that such accountants shall not be liable to anyone by reason
of their failure to obtain knowledge of any Event of Default or Default that
would not be disclosed in the course of an audit conducted in accordance with
generally accepted auditing standards;

         (d)      Concurrently with the delivery of the financial statements
described in SUBSECTIONS (A) and (B) above, a Compliance Certificate with
respect to the period covered by the financial statements then being delivered,
together with an Interest Rate Calculation


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<PAGE>

Worksheet and a Covenant Compliance Worksheet reflecting the computation of the
financial covenants set forth in ARTICLE VI as of the last day of the period
covered by such financial statements;

         (e)      As soon as practicable and in any event within thirty (30)
calendar days after the close of each fiscal year of the Borrower, beginning
with the current fiscal year, an annual operating budget prepared on a quarterly
basis for the Borrower and its Subsidiaries on a consolidated basis, in form and
detail reasonably acceptable to the Agent, including, without limitation, a
breakdown per hospital;

         (f)      As soon as practicable and in any event within thirty (30)
calendar days after the close of each fiscal year of the Borrower, beginning
with the current fiscal year, an annual capital budget prepared on an annual
basis for the Borrower and its Subsidiaries on a consolidated basis, in form and
detail reasonably acceptable to the Agent, including, without limitation, an
identification of any special project capital expenditures, by project, proposed
to be excluded from the definition of Capital Expenditures under this Agreement
("Excluded Capital Expenditures") upon approval by the Required Lenders of such
Excluded Capital Expenditures (such approval not to be unreasonably withheld),
with notice of such approval or disapproval to be given by the Required Lenders
to the Borrower within 30 calendar days after receipt of such annual capital
budget;

         (g)      Promptly upon their becoming available, copies of (i) all
financial statements, material reports and proxy statements that the Borrower or
any of its Subsidiaries shall send or make available generally to its
stockholders, (ii) all regular, periodic and special reports, registration
statements and prospectuses (other than those on Form S-8) that the Borrower or
any of its Subsidiaries shall render to or file with the Securities and Exchange
Commission, the National Association of Securities Dealers or any national
securities exchange, (iii) all material reports and other statements (other than
routine reports prepared in the ordinary course of business that would not
result in any adverse action) that the Borrower or any of its Subsidiaries may
render to or file with any other Governmental Authority, including, without
limitation, the Environmental Protection Agency, OSHA and state environmental
and health authorities and agencies, and (iv) all press releases and other
statements that the Borrower or any of its Subsidiaries shall make available
generally to the public concerning material developments in the business of the
Borrower or any of its Subsidiaries;

         (h)      Promptly after review by the Borrower's Board of Directors,
but in any event within thirty (30) calendar days after the Borrower's receipt
thereof, copies of any management letters from certified public accountants;

         (i)      Upon request by the Agent, but no more frequently than
quarterly (except during the continuance of an Event of Default), concurrently
with each delivery of the financial statements described in SUBSECTIONS (A) and
(B), an aging of the Accounts of the Borrower on a consolidated basis as of the
end of such fiscal quarter;

         (j)      Concurrently with each delivery of the financial statements
described in SUBSECTION (A) and (B), a statistical summary of management
contracts between the Borrower or any of its Subsidiaries and hospitals and
other healthcare facilities;


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<PAGE>

         (k)      Promptly upon the reasonable request therefor, copies of any
annual report required to be filed under ERISA in connection with any Employee
Plan and such other additional information about any Employee Plan as may be
reasonably requested;

         (l)      Promptly after receipt, copies of any environmental
assessments or audits on properties owned, operated or leased by the Borrower or
its Subsidiaries; and

         (m)      Upon the Agent's or any Lender's request, such other
information about the Collateral or the financial condition and operations of
the Borrower and its Subsidiaries as the Agent or any Lender may from time to
time reasonably request.

         5.2      Notice of Certain Events. The Borrower shall promptly, but in
no event later than five (5) Business Days after a Senior Officer of the
Borrower obtains knowledge thereof, give written notice to the Agent and the
Lenders of:

         (a)      Any litigation or proceeding brought against the Borrower or
any of its Subsidiaries that could reasonably be expected to have a Material
Adverse Effect;

         (b)      Any written notice of a violation of a Requirement of Law
received by the Borrower or any of its Subsidiaries from any Governmental
Authority that, if such violation were established and not promptly corrected,
could reasonably be expected to have a Material Adverse Effect;

         (c)      Any attachment, judgment, lien, levy or order in excess of
$500,000 that may be placed on or assessed against the Borrower or any of its
Subsidiaries or any of the Collateral, except for Permitted Liens;

         (d)      Any Default or Event of Default; provided that the notice
period provided above shall not be deemed to be a cure period or extension for
any Default or Event of Default;

         (e)      Receipt by any Borrower or any of it Subsidiaries of (i) any
notice of loss of Joint Commission on Accreditation of Healthcare Organizations
accreditation, loss of participation under any material reimbursement program or
loss of applicable health care licenses at any facility owned or lease or
managed by the Borrower or any of its Subsidiaries; and (ii) any other material
deficiency notice, compliance order or adverse report issued by any Governmental
Authority or accreditation commission having jurisdiction over licensing,
accreditation or operation of any such facility or by any Governmental Authority
or private insurance company pursuant to a provider agreement, which, if not
promptly complied with or cured, could result in the suspension or forfeiture of
any license, certification, or accreditation necessary for any such facility to
carry on its business as then conducted or the suspension or termination of any
insurance or reimbursement program available to the facility;

         (f)      Receipt or delivery by the Borrower or any of its Subsidiaries
of any material notice (including without limitation any first refusal, put or
call notice) pursuant to the Palestine Limited Partnership Agreement or any
other material shareholder, partnership, operating or similar agreement;


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         (g)      Any default or event of default under any lease relating to
the Leased Properties under which the Borrower or any Subsidiary is lessee which
could reasonably be expected to have a Material Adverse Effect;

         (h)      Any default or event of default under any agreement or
instrument to which the Borrower or any of its Subsidiaries is a party or by
which the Borrower or any of its Subsidiaries, or any of their property, is
bound, the termination of which could reasonably be expected to have a Material
Adverse Effect;

         (i)      the occurrence of any ERISA Event, together with (x) a written
statement of a Responsible Officer of the Borrower specifying the details of
such ERISA Event and the action that the Borrower has taken and proposes to take
with respect thereto, (y) a copy of any notice with respect to such ERISA Event
that may be required to be filed with the Pension Benefit Guaranty Corporation
and (z) a copy of any notice delivered by the Pension Benefit Guaranty
Corporation to the Borrower or such ERISA Affiliate with respect to such ERISA
Event;

         (j)      the occurrence of any of the following: (x) the assertion of
any Environmental Claim against or affecting the Borrower, any of its
Subsidiaries or any of their respective real property, leased or owned; (y) the
receipt by the Borrower or any of its Subsidiaries of notice of any alleged
violation of or noncompliance with any Environmental Laws; or (z) the taking of
any remedial action by the Borrower, any of its Subsidiaries or any other Person
in response to the actual or alleged generation, storage, release, disposal or
discharge of any Hazardous Materials on, to, upon or from any real property
leased or owned by the Borrower or any of its Subsidiaries; but in each case
under clauses (x), (y) and (z) above, only to the extent the same could
reasonably be expected to have a Material Adverse Effect; and

         (k)      any other matter or event that has, or would be reasonably
likely to have, a Material Adverse Effect, together with a written statement of
a Senior Officer of the Borrower setting forth the nature and period of
existence thereof and the action that the Borrower has taken and proposes to
take with respect thereto.

         5.3      Corporate Existence and Maintenance of Properties. The
Borrower shall, and shall cause each of its Subsidiaries to:

         (a)      Maintain and preserve in full force and effect its corporate,
limited partnership or limited liability company existence, except as otherwise
permitted by SECTION 6.1, and all material rights, privileges and franchises;
provided, however, that the Borrower may permit the liquidation or dissolution
of any of its Subsidiaries (and any such Subsidiary may suffer such liquidation
or dissolution) without consent of the Agent or the Required Lenders if, at the
time of such liquidation or dissolution, such Subsidiary has assets with a gross
value in the aggregate of less than $100,000, engages in no business and
otherwise has no activities other than activities related to the maintenance of
its corporate existence and good standing;

         (b)      Conduct its business in an orderly and efficient manner, keep
its properties in good working order and condition (normal wear and tear
excepted) and from time to time make all needed repairs to, renewals of or
replacements of its properties (except to the extent that any


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<PAGE>

of such properties are obsolete or are being replaced) so that the efficiency of
its business operations shall be maintained and preserved; and

         (c)      File or cause to be filed in a timely manner all reports,
applications, estimates and licenses required by any Governmental Authority
that, if not timely filed, could reasonably be expected to have a Material
Adverse Effect.

         5.4      Maintenance of Insurance.

         (a)      The Borrower will, and will cause each of its Subsidiaries to,
maintain and pay for insurance upon all of its assets and properties, including
the Collateral, wherever located, and all real property owned or leased by it,
in such amounts and against such risks as is customarily maintained by similar
businesses in similar locations, and will (if not previously delivered), at the
Amendment Effective Date, deliver certificates of such insurance to the Agent
with satisfactory loss payable endorsements naming the Agent as an additional
loss payee, additional insured and/or mortgagee thereunder, as its interests may
appear, as appropriate (except that the Agent shall not be required to be named
as an additional loss payee on professional liability policies); provided,
however, that no Permitted Joint Venture that is a Non-Wholly Owned Subsidiary
(other than the Palestine Limited Partnership) shall be required to name the
Agent as an additional loss payee. Within thirty (30) days after the Amendment
Effective Date, the Borrower shall deliver (if not previously delivered) to the
Agent certificates of insurance evidencing all insurance on the Collateral.

         (b)      Each such policy of insurance shall contain a clause requiring
the insurer to give not less than thirty (30) days (or ten (10) days for
nonpayment) prior written notice to the Agent before any cancellation of the
policies for any reason whatsoever. The Borrower hereby directs, and will cause
each of its Subsidiaries to direct, all insurers under policies of property and
casualty insurance on the Collateral to pay all proceeds payable thereunder
directly to the Agent when such proceeds, on an aggregate basis for any claim or
series of related claims, exceed $1,000,000. The Agent, on behalf of the
Lenders, shall hold all such proceeds for the account of the Borrower and its
Subsidiaries. So long as no Default or Event of Default has occurred and is
continuing, the Agent shall immediately deliver to the Borrower any insurance
proceeds received by the Agent in the amount of $1,000,000 or less, in the
aggregate, for any claim or series of related claims. So long as no Default or
Event of Default has occurred and is continuing, the Agent shall, at the
Borrower's request, disburse proceeds in excess of $1,000,000 for the purpose of
replacing or repairing destroyed or damaged assets, as and when required to be
paid and upon presentation of evidence satisfactory to the Agent of such repair
estimates and other documents as the Agent may reasonably request, or, if the
Borrower has not requested any such disbursement for one hundred twenty (120)
consecutive days, shall apply such proceeds in whole or in part as a prepayment
of the Loans in accordance with SECTION 2.5(A). If an Event of Default has
occurred and is continuing, the Borrower hereby irrevocably makes, constitutes
and appoints the Agent (and all officers, employees or agents designated by the
Agent) as its true and lawful agent (and attorney-in-fact) for the purpose of
making, settling and adjusting claims under such policies of insurance,
endorsing its name or the name of any Subsidiary on any check, draft, instrument
or other item or payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect to such policies of
insurance. Notwithstanding the foregoing, this Section 5.4(b) shall not apply to
Permitted Joint Ventures constituting Non-Wholly Owned Subsidiaries (other than
Palestine Limited Partnership) or their insurers.


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<PAGE>

         (c)      If the Borrower or any of its Subsidiaries fails to obtain and
maintain any of the policies of insurance required to be maintained hereunder or
to pay any premium in whole or in part, then the Agent may, at the Borrower's
expense, without waiving or releasing any obligation or Default by the Borrower
hereunder, procure the same, but shall not be required to do so. All sums so
disbursed by the Agent, including reasonable attorneys' fees, court costs,
expenses and other charges related thereto, shall be payable on demand by the
Borrower to the Lenders and shall be additional Credit Obligations hereunder,
secured by the Collateral.

         (d)      Upon the reasonable request of the Agent from time to time,
the Borrower shall deliver to the Agent evidence that the insurance required to
be maintained pursuant to this Agreement is in effect.

         5.5      Maintenance of Books and Records; Inspection.

         (a)      The Borrower shall, and shall cause each of its Subsidiaries
to, maintain adequate books, accounts and records, and prepare all financial
statements required under this Agreement in accordance with Generally Accepted
Accounting Principles and in material compliance with all Requirements of Law.

         (b)      The Borrower shall, and shall cause each of its Subsidiaries
to, permit employees or agents of the Agent (or any Lender, at the Lenders'
expense), during normal business hours upon reasonable notice to inspect its
properties and to examine or audit its books, records, reports, accounts and
other papers and make copies and memoranda of them, and to discuss its affairs,
finances and accounts with its officers and employees and, with advance written
approval of the Chief Executive Officer, Chief Financial Officer, Vice
President-Finance or Vice President-Controller of the Borrower (which approval
shall not be unreasonably withheld), the independent public accountants of the
Borrower and its Subsidiaries (and by this provision the Borrower and each of
its Subsidiaries authorizes said accountants to discuss the finances and affairs
of the Borrower or such Subsidiary), all at such reasonable times and as often
as may be reasonably requested without undue interference in the business and
operations of the Borrower and its Subsidiaries.

         5.6      Compliance with ERISA. The Borrower shall, and shall cause
each of its Subsidiaries to make timely payment of contributions required to
meet the minimum funding standards set forth in ERISA with respect to any
Employee Plan. The Employee Plans of the Borrower and each of its Subsidiaries
shall be operated in such a manner that neither the Borrower nor any Subsidiary
will incur any tax liability under Section 4980B of the Internal Revenue Code or
any liability to any qualified beneficiary as defined in Section 4980B that
could reasonably be expected to have a Material Adverse Effect.

         5.7      Payment of Obligations. The Borrower will, and will cause each
of its Subsidiaries to, (i) pay all liabilities and obligations as and when due
(subject to any applicable subordination provisions), except to the extent
failure to do so would not be reasonably likely to have a Material Adverse
Effect, and (ii) pay and discharge all taxes, assessments and


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<PAGE>

governmental charges or levies imposed upon it, upon its income or profits or
upon any of its properties, prior to the date on which penalties would attach
thereto, and all lawful claims that, if unpaid, might become a material lien or
charge upon any of the properties of the Borrower or any of its Subsidiaries;
provided, however, that neither the Borrower nor any of its Subsidiaries shall
be required to pay any such tax, assessment, charge, levy or claim that is being
contested in good faith and by proper proceedings and as to which the Borrower
or such Subsidiary is maintaining adequate reserves with respect thereto in
accordance with Generally Accepted Accounting Principles.

         5.8      Compliance with Laws. The Borrower shall, and shall cause each
of its Subsidiaries to, (i) have all licenses, permits, certifications approvals
and authorizations required by Governmental Authorities necessary to the
ownership, occupation or use of its properties or the conduct of its business,
and maintain the same at all times in full force and effect, except to the
extent that a failure to have or maintain the same could not reasonably be
expected to have a Material Adverse Effect, and (ii) comply with all
Requirements of Law in respect of the conduct of its business, the ownership of
its property and the Collateral, including, without limitation, Titles XVIII and
XIX of the Social Security Act, Medicare Regulations, Medicaid Regulations,
MediCal Regulations, ERISA, OSHA and the Bloodborne Pathogens Standard, other
than those the failure to comply with which could not reasonably be expected to
have a Material Adverse Effect.

         5.9      Name Change. The Borrower shall notify the Agent and the
Lenders at least fifteen (15) days prior to the effective date of any change of
the name or jurisdiction of incorporation or organization of the Borrower or any
Guarantor, and prior to such effective date the Borrower or such Guarantor shall
execute or authorize the filing of any amended or new Financing Statements and
other Loan Documents necessary to maintain and continue the perfected security
interest of the Agent in all of the Collateral and shall take such other actions
and execute such documents as the Agent shall reasonably request.

         5.10     Disbursement of Proceeds by the Borrower.

         (a)      At the request of the Agent, the Borrower shall obtain an
intercompany promissory note with respect to advances of any portion of the
Loans to any Subsidiary of the Borrower and any other amounts owing from any
Subsidiary of the Borrower to the Borrower from time to time, and shall promptly
thereafter grant to the Agent a first priority perfected security interest in
such promissory note as security for the Credit Obligations. Notwithstanding the
foregoing, the Borrower shall obtain, at or prior to the advance of any portion
of the Loans to any Non-Wholly Owned Subsidiary, an intercompany promissory note
with respect to advances of any portion of the Loans to any Non-Wholly Owned
Subsidiary and any other amounts owing from any Non-Wholly Owned Subsidiary of
the Borrower to the Borrower from time to time and shall promptly thereafter
grant to the Agent a first priority security interest in such promissory note as
security for the Credit Obligations.

         (b)      If any Subsidiary becomes a debtor under the Bankruptcy Code,
the Agent, on behalf of the Lenders, is authorized, but not required, to file
proofs of claim with respect to such intercompany Debt on behalf of the Borrower
and vote the rights of the Borrower in any plan of reorganization with regard to
any Debt owed by such Subsidiary to the Borrower. The Agent, on


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behalf of the Lenders, is further empowered to demand, sue for, collect and
receive every payment and distribution on such Debt owing to the Borrower in
such Subsidiary's bankruptcy proceeding.

         5.11     Creation or Acquisition of New Subsidiaries. The Borrower and
its Subsidiaries may from time to time create or acquire new Subsidiaries
subject to the terms of this Agreement, provided that (i) each new Subsidiary
(which shall exclude Permitted Joint Ventures constituting Non-Wholly Owned
Subsidiaries (other than the Palestine Limited Partnership) for purposes of this
SECTION 5.11) having assets with a gross value (determined in accordance with
Generally Accepted Accounting Principles) in excess of $100,000 (or upon
obtaining assets, including but not limited to the proceeds of Investments,
loans, or other distributions from the Borrower or another Subsidiary, in excess
of $100,000 in the case of an existing Subsidiary which previously had assets
with a gross value less than $100,000) will execute and deliver to the Agent
(with sufficient copies for each Lender) an amendment or accession to the
Guaranty Agreement (pursuant to which such new Subsidiary shall become a party
thereto), an amendment or accession to the Pledge Agreement, Financing
Statements, certificates of title, stock certificates and other documents
reasonably required by the Agent, all in form and substance satisfactory to the
Agent, pursuant to which such new Subsidiary shall secure its obligations under
the Guaranty Agreement by first priority, perfected security interests in all
Capital Stock and Pledged Debt owned by such Subsidiary, subject only to
Permitted Liens, (ii) the Borrower and/or the other Guarantors will execute and
deliver to the Agent (with sufficient copies for each Lender) an amendment or
supplement to the Pledge Agreement, in form and substance satisfactory to the
Agent, pursuant to which all of the Capital Stock of such new Subsidiary
(including Permitted Joint Ventures) that is directly or indirectly owned by the
Borrower shall be pledged to the Agent under the Pledge Agreement, together with
the certificates representing such Capital Stock and stock powers duly executed
in blank, and (iii) the Borrower will cause each such new Subsidiary to execute
and deliver, and will cause to be delivered, all documentation of the type
described in SECTIONS 3.1.2(B), 3.1.2(C), 3.1.2(D) and 3.1.2(E) as such new
Subsidiary would have had to deliver were it a Subsidiary on the Amendment
Effective Date; provided, that Permitted Joint Ventures constituting Non-Wholly
Owned Subsidiaries shall be identified by the Borrower to the Agent as a
Permitted Joint Venture and shall only be required to provide documentation of
the type described in SECTIONS 3.1.2(B), 3.1.2(C) and 3.1.2(E).

         5.12     Certain Permitted Acquisitions; Asset Purchases.

         (a)      Subject to the remaining provisions of this SECTION 5.12
applicable thereto and subject to the definition of "Permitted Acquisitions"
herein, the Borrower and its Subsidiaries may from time to time after the
Amendment Effective Date effect Permitted Acquisitions, so long as with respect
to each Permitted Acquisition, no Default or Event of Default is in existence at
the time of the consummation of such Permitted Acquisition or would exist after
giving effect thereto.

         (b)      At the time of each Permitted Acquisition involving the
creation or acquisition of a Subsidiary or the acquisition of Capital Stock of
any Person, the Borrower and the Guarantors shall have complied with SECTION
5.11.


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<PAGE>

         (c)      Not less than ten (10) Business Days prior to the consummation
of any Permitted Acquisition of $20,000,000 or greater or requiring approval of
the Required Lenders, the Borrower shall deliver to the Agent and each Lender
the following items, each in form and substance reasonably satisfactory to the
Agent:

                  (i)      a description of the material terms of such Permitted
         Acquisition (including, without limitation a description of the
         acquisition, a description of the acquiror, the Acquisition Amount and
         method and structure of payment), of each hospital facility, Person,
         business, lease or asset that is the primary subject of such
         Acquisition, (each, a "Target"), together with the most current draft
         of the acquisition or other purchase or lease agreement;

                  (ii)     historical financial statements of each Target (if
         applicable) for the two (2) most recent fiscal years available and for
         any interim periods since the most recent fiscal year-end for which
         such interim statements are available;

                  (iii)    projected revenue and EBITDA contribution levels for
         the Target for a three-year period following the consummation of such
         Permitted Acquisition or such asset purchase or lease, together with
         any appropriate statement of assumptions and pro forma adjustments and
         including a detailed report of expense adjustments requested by the
         Borrower; and

                  (iv)     a description of all Debt and liens being assumed in
         connection with such Permitted Acquisition.

         (d)      The Borrower will deliver to the Agent and each Lender (i)
copies of any material modifications or supplements to the draft agreements
submitted pursuant to CLAUSE (C)(I) above prior to the closing of the
Acquisition and (ii) a copy of the fully executed acquisition or other purchase
or lease agreement (including schedules and exhibits thereto) within sixty (60)
days after the closing thereof, except as set forth in SUBSECTION (E) below.

         (e)      Within thirty (30) days after the end of each fiscal quarter,
the Borrower will deliver to the Agent and each Lender the documents required by
SUBSECTIONS (C)(I), (C)(II), (C)(III) and (D) above for each Permitted
Acquisition of less than $20,000,000 that does not require the consent of the
Required Lenders.

         (f)      No Acquisition may be effected unless:

                  (i)      calculations are made by the Borrower of compliance
         with the covenants contained in SECTIONS 6.9 through 6.14, inclusive,
         for the most recent calculation period ended immediately prior to the
         date of such Acquisition, on a pro forma basis as if the Acquisition
         had occurred on the first day of such period, and shall show that all
         such covenants will be complied with, giving effect to the pro forma
         consolidation of the business acquired, and if such Acquisition is
         $20,000,000 or greater or requires approval of the Required Lenders,
         such calculations shall be reasonably satisfactory to the Agent;

                  (ii)     the Borrower in good faith on the date of such
         Acquisition believes that the financial covenants contained in such
         SECTIONS 6.9 through 6.14, inclusive, will


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<PAGE>

         continue to be met on a quarterly basis for the one year period
         following the date of the consummation of the Acquisition on a
         quarterly basis;

                  (iii)    prior to the consummation of the Acquisition of
         $20,000,000 or greater or that requires consent of the Required
         Lenders, the Borrower shall furnish the Agent and the Lenders with an
         officer's certificate executed by the Chief Executive Officer, Chief
         Financial Officer, Vice President-Finance or Vice President-Controller
         of the Borrower, certifying to the best of his knowledge as to
         compliance with the requirements of preceding clauses (I) and (II) and
         SECTION 5.12(C), and containing the pro forma calculations required by
         the preceding clause (I); and

                  (iv)     except for Acquisitions for which the Acquisition
         Amounts are within the Dollar limits set forth in the definition of
         "Permitted Acquisitions" herein, the Required Lenders shall have
         consented thereto in writing.

         (g)      The consummation of each Permitted Acquisition, shall be
deemed to be a representation and warranty by the Borrower that all conditions
to be satisfied by the Borrower hereon have been satisfied, that the same is
permitted in accordance with the terms of this Agreement and that the
information submitted by the Borrower pursuant to SUBSECTIONS (C) through (f)
above, as appropriate, is true and correct in all material respects as of the
date such certificate is given, which representation and warranty shall be
deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, for purposes of SECTIONS 3.2 and 7.1.

         5.13     Lease of Realty. Promptly, and in any event within ten (10)
days after any lease of any Realty by the Borrower or any Subsidiary, the
Borrower will deliver a Landlord Consent with respect to each Facility Leased
Property if requested in writing by the Agent.

         5.14     Further Assurances. The Borrower shall, and shall cause each
of its Subsidiaries to, make, execute, endorse, acknowledge and deliver to the
Agent and the Lenders any amendments, restatements, modifications or supplements
hereto and any other agreements, instruments or documents, and take any and all
such other actions, as may from time to time be reasonably requested by the
Agent or the Lenders to effect, confirm or further assure or protect and
preserve the interests, rights and remedies of the Lenders and the Agent under
this Agreement and the other Loan Documents.

         5.15     Cash Deposits. Commencing ninety (90) days after the Amendment
Effective Date, all cash in excess of ten percent (10%) of the aggregate amount
of all cash of the Borrower and its Subsidiaries (excluding deposits in transit)
shall be consolidated no less frequently than once a week in an account or
accounts maintained with one or more Lenders.

         5.16     Updates to Schedules. Should any of the information or
disclosures provided on any of the Schedules attached hereto (other than
Schedules relating solely to representations and warranties made as of the
Amendment Effective Date or any other specific date) become outdated or
incorrect in any material respect, the Borrower shall promptly provide the Agent
in writing such revisions or updates to such Schedules as may be necessary or
appropriate to update or correct the same; provided, however, that the Schedules
will be deemed automatically updated


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<PAGE>

without any further action on the part of the Borrower, the Agent, or the
Required Lenders with respect to information provided by the Borrower in writing
to the Agent in connection with a Permitted Acquisition, so long as the Borrower
indicates to the Agent that such information is intended to update the
Schedules; and provided, further, that no Schedule shall be deemed to have been
amended, modified or superseded by any such correction or update that would
disclose the occurrence of an event or condition which constitutes a Default or
Event of Default, nor shall any breach of warranty or representation resulting
from the inaccuracy or incompleteness of any such Schedule be deemed to have
been cured thereby, unless such inaccuracy or incompleteness is the result of
transactions or events expressly permitted hereunder (including Permitted
Acquisitions) or unless the Required Lenders, in their sole and absolute
discretion, shall have accepted in writing such revisions or updates to such
Schedule.

         5.17     Use of Proceeds. The Borrower shall use the proceeds of any
Loans made by the Lenders to the Borrower pursuant to this Agreement for legal
and proper corporate uses, duly authorized by the Board of Directors of the
Borrower, consistent with all applicable laws and statutes, as in effect from
time to time.

         5.18     Post-Closing Deliveries. On or before January 9, 2002, the
Borrower agrees to provide the Agent with evidence of the termination of each of
the judgment and tax liens set forth on SCHEDULE 1.1(A) hereto.

                                   ARTICLE VI


                               NEGATIVE COVENANTS

         Until payment in full of the Credit Obligations and termination of the
Lenders' obligation to make Loans and the Issuing Lender's obligation, on behalf
of the Lenders, to issue Letters of Credit, the Borrower covenants and agrees
that it will not, and will not permit any of its Subsidiaries to, individually
or in the aggregate:

         6.1      Merger, Consolidation. Except as permitted by the proviso to
SECTION 5.3(A), liquidate, wind up or dissolve, or enter into any consolidation,
merger or other combination, or agree to do any of the foregoing; provided,
however, that:

                  (i)      the Borrower may merge or consolidate with another
         Person so long as (x) the Borrower is the surviving corporation, (y)
         unless such other Person is a wholly owned Subsidiary immediately prior
         to giving effect thereto, such merger or consolidation shall constitute
         a Permitted Acquisition and the applicable conditions of SECTIONS 5.11
         and 5.12 shall be satisfied, and (z) immediately after giving effect
         thereto, no Default or Event of Default would exist; and

                  (ii)     any Subsidiary may merge or consolidate with another
         Person so long as (x) the Person surviving such merger or consolidation
         is the Borrower or a Guarantor (other than a Permitted Joint Venture),
         (y) unless such other Person is a wholly owned Subsidiary immediately
         prior to giving effect thereto, such merger or consolidation shall
         constitute a Permitted Acquisition and the applicable conditions of
         SECTIONS 5.11 and 5.12 shall be satisfied, and (z) immediately after
         giving effect thereto, no Default or Event of Default would exist.


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<PAGE>

         6.2      Debt. Create, incur, assume or suffer to exist any Debt other
than:

                  (i)      Debt incurred pursuant to this Agreement and the
         other Loan Documents;

                  (ii)     Debt in an aggregate principal amount not in excess
         of $47,000,000 incurred pursuant to the End Loaded Lease Facility;

                  (iii)    Debt existing on the date hereof as set forth in
         SCHEDULE 6.2 attached hereto; provided that the Debt is not increased
         above the amount then outstanding;

                  (iv)     accrued expenses, current trade payables and other
         current liabilities arising in the ordinary course of business and not
         incurred through the borrowing of money; provided that the same shall
         be paid when due except to the extent being contested in good faith and
         by appropriate proceedings;

                  (v)      unsecured intercompany Debt (x) of any Subsidiary to
         the Borrower (provided, that unsecured intercompany Debt of Permitted
         Joint Ventures, when aggregated with dispositions of assets to
         Permitted Joint Ventures permitted under SECTION 6.5(III) and
         restricted investments permitted under SECTION 6.7(M), shall not exceed
         $10,000,000 in the aggregate (excluding for purposes of calculating
         such $10,000,000 basket, Acquisition Amounts incurred in connection
         with Permitted Acquisitions and other amounts consented to by the
         Required Lenders in writing)), (y) of any Subsidiary to a Guarantor
         (other than a Permitted Joint Venture), and (z) of the Borrower to any
         Guarantor (other than a Permitted Joint Venture), provided that any
         such Debt under this clause (V) is incurred in the ordinary course of
         business and, if requested by the Agent or required pursuant to SECTION
         5.10(A), is evidenced by one or more promissory notes pledged to the
         Agent pursuant to the Pledge Agreement, is payable on demand and, is
         fully subordinated in right of payment to the Credit Obligations and
         the Guaranty Obligations, as applicable; and provided further, that
         intercompany Debt for money borrowed by Palestine Limited Partnership
         shall not exceed those obligations evidenced by Palestine Limited
         Partnership Notes and that all other intercompany Debt owed by
         Palestine Limited Partnership shall not exceed amounts currently
         payable pursuant to the Hospital Management Agreement dated July 12,
         1996, between Palestine-Principal, Inc., a Tennessee corporation, and
         Palestine Limited Partnership, as such agreement may be amended,
         supplemented or renewed from time to time in compliance with SECTION
         6.22 hereof.

                  (vi)     Contingent Obligations permitted by SECTION 6.3, but
         excluding Contingent Obligations of the Borrower or any Subsidiary with
         respect to Permitted Joint Ventures unless (i) approved by the Required
         Lenders or (ii) permitted by clause (v) of this SECTION 6.2.

                  (vii)    Debt of the Borrower under any Swap Agreement
         relating to the Debt incurred under this Agreement; provided that the
         notional amount of all such agreements at any time shall not exceed the
         aggregate amount of the Commitments at such time;


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<PAGE>

                  (viii)   Debt assumed or incurred in connection with a
         Permitted Acquisition to the extent such Debt is (i) approved by and,
         if required by the Required Lenders, subordinated on terms acceptable,
         to the Required Lenders or (ii) permitted pursuant to clause (xiii) of
         this SECTION 6.2;

                  (ix)     Debt with respect to financed insurance premiums not
         past due;

                  (x)      unsecured Subordinated Debt; provided that, as
         further conditions to the issuance of any Subordinated Debt, (1)
         immediately after giving effect to the issuance of such Subordinated
         Debt, no Default or Event of Default shall exist, (2) all agreements
         and instruments evidencing or governing such Subordinated Debt shall
         have been approved in writing by the Required Lenders (or the Agent on
         their behalf), and (3) prior to or concurrently with the issuance of
         such Subordinated Debt, the Borrower shall have delivered to each
         Lender a certificate, signed by a Senior Officer of the Borrower,
         satisfactory in form and substance to the Required Lenders and to the
         effect that, after giving effect to the incurrence of such Subordinated
         Debt, the Borrower is in compliance with the financial covenants set
         forth in SECTIONS 6.9 through 6.13, such compliance being determined
         with regard to calculations made on a pro forma basis in accordance
         with Generally Accepted Accounting Principles as of the last day of the
         fiscal quarter then most recently ended and as if such Subordinated
         Debt had been incurred on the first day of the period applicable to
         such covenants (such calculations to be attached to such certificate);
         and provided further that the net cash proceeds from the issuance of
         such Subordinated Debt shall be applied to prepay the Loans in
         accordance with, and to the extent required under, the provisions of
         SECTION 2.5(D);

                  (xi)     Capital Lease Obligations for a Facility lease, which
         Capital Lease Obligations were assumed or incurred as part of a
         Permitted Acquisition;

                  (xii)    Debt in an aggregate principal amount not in excess
         of $5,000,000 incurred by the Borrower pursuant to the Cash Management
         Line of Credit; and

                  (xiii)   other Debt (including, without limitation, Debt
         secured by purchase money liens described in clause (F) of the
         definition of Permitted Liens and Capital Lease Obligations) in an
         aggregate principal amount at any time outstanding not to exceed
         $10,000,000 for the Borrower and its Subsidiaries (excluding Permitted
         Joint Ventures).

         6.3      Contingent Obligations. Create, incur, assume or suffer to
exist any Contingent Obligation other than:

                  (i)      endorsements of instruments or items of payment for
         deposit or collection in the ordinary course of business;

                  (ii)     Contingent Obligations incurred pursuant to the Loan
         Documents;

                  (iii)    Contingent Obligations consisting of the
         indemnification by the Borrower or any of its Subsidiaries of (x) the
         officers, directors, employees and agents of the Borrower or such
         Subsidiary, to the extent permissible under the corporation law of the
         jurisdiction in which the Borrower or such Subsidiary is organized, (y)
         commercial


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<PAGE>

         banks, investment bankers and other independent consultants or
         professional advisors pursuant to agreements relating to the
         underwriting of the Borrower's or such Subsidiary's securities or the
         rendering of banking or professional services to the Borrower or such
         Subsidiary and (z) landlords, licensors, licensees and other parties
         pursuant to agreements entered into in the ordinary course of business
         by the Borrower or such Subsidiary;

                  (iv)     customary indemnification obligations of the Borrower
         and its Subsidiaries incurred in connection with Permitted Acquisitions
         made in compliance with SECTION 5.12;

                  (v)      unsecured amounts payable under earnouts and other
         contingent obligations, in each case approved by and subordinated on
         terms acceptable to the Required Lenders, in each case incurred by any
         Borrower or any Subsidiary in connection with a Permitted Acquisition,
         whether or not earned or matured;

                  (vi)     performance, appeal and bid bonds and pledges and
         deposits pursuant to workers' compensation and similar requirements, in
         each case to the extent permitted under the definition of "Permitted
         Liens" contained herein;

                  (vii)    obligations under Letters of Credit issued under
         SECTION 2.17;

                  (viii)   Contingent Obligations described on SCHEDULE 6.3
         attached hereto, without giving effect to any increases thereof without
         the written consent of the Required Lenders;

                  (ix)     guarantees by the Borrower or any of its Subsidiaries
         of obligations of the Borrower or of a Guarantor under leases permitted
         hereunder;

                  (x)      guarantees by the Borrower or any of its Subsidiaries
         of any other Debt permitted under SECTION 6.2 and guarantees permitted
         by SECTION 6.7;

                  (xi)     guarantees by the Borrower or any of its Subsidiaries
         of physician compensation to the extent such guarantees under Generally
         Accepted Accounting Principles would not be reflected as a specific
         Dollar amount on the liability side of such Person's balance sheet;

                  (xii)    other Contingent Obligations not to exceed $5,000,000
         at any time (excluding Permitted Joint Ventures).

         6.4      Liens and Encumbrances. Create, assume or suffer to exist any
deed of trust, mortgage, encumbrance, lien (including a lien of attachment,
judgment or execution) or security interest (including the interest of a
conditional seller of goods) securing a charge or obligation, in or on any of
its property, real or personal, whether now owned or hereafter acquired, except
for Permitted Liens.

         6.5      Disposition of Assets. Sell, lease, transfer, convey or
otherwise dispose of any of its assets or property, including, without
limitation, any Capital Stock in a Subsidiary or the


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<PAGE>

Collateral, or agree to do any of the foregoing, except for (i) sales of
inventory and other assets (including Cash Investments) in the ordinary course
of business; (ii) the sale of worn out or obsolete equipment for fair market
value or the exchange of used or obsolete equipment for replacement equipment;
(iii) any sale, lease, transfer or conveyance from one Subsidiary to another
Subsidiary or to the Borrower, or from the Borrower to any Subsidiary, in
accordance with SECTION 6.6, provided that, immediately after giving effect
thereto, no Default or Event of Default would exist; and provided, further, that
no sale, lease, transfer, conveyance or other disposition of Collateral may be
made from an Existing Pledgor to any After-Acquired Pledgor unless such sale,
lease, transfer, conveyance or other disposition falls within the $15,000,000
basket set forth in clause (v) below and, provided, further, that sales, leases,
transfers and conveyances to Permitted Joint Ventures, when aggregated with
unsecured intercompany Debt of Permitted Joint Ventures permitted under SECTION
6.2(V) and restricted investments in Permitted Joint Ventures permitted under
SECTION 6.7(M), shall not exceed $10,000,000 in the aggregate (excluding
Acquisition Amounts incurred in connection with Permitted Acquisitions and other
amounts consented to by the Required Lenders in writing); (iv) dispositions made
in compliance with the terms of the End Loaded Lease Facility of property (y)
financed with the proceeds of the End Loaded Lease Facility or (z) conveyed to
the Trust by the Borrower or any Subsidiary; and (v) the sale or disposition of
assets by the Borrower and its Subsidiaries (excluding dispositions to Permitted
Joint Ventures) outside the ordinary course of business for fair value and for
cash, provided that (w) the net cash proceeds from such sales or dispositions,
when aggregated with the net cash proceeds from all other sales and dispositions
not otherwise specifically permitted under this Section that are consummated
during any four consecutive fiscal quarters immediately prior thereto, do not
exceed $15,000,000 in the aggregate for the Borrower and its Subsidiaries, (x)
such net cash proceeds in excess of $2,000,000 per disposition or $7,500,000 in
the aggregate during any four consecutive fiscal quarters are delivered to the
Agent promptly after receipt thereof for application in prepayment of the Loans
in accordance with the provisions of SECTION 2.5(E), (y) in no event shall the
Borrower or any of its Subsidiaries sell or otherwise dispose of any of the
Capital Stock of any Subsidiary, and (z) immediately after giving effect
thereto, no Default or Event of Default would exist.

         6.6      Transactions with Related Persons. Except for Subordinated
Debt and except as set forth on SCHEDULE 6.6 or as expressly permitted by
SECTIONS 5.12, 6.1, 6.2, 6.3(II), (III), (VII), (VIII), and (IX), 6.5, 6.7, 6.8,
6.14 and 6.17 or otherwise contemplated by this Agreement, directly or
indirectly make any loan or advance to, or purchase, assume or guarantee any
Debt to or from, any of its officers, directors, stockholders or Affiliates, or
subcontract any operations to any Affiliate, or enter into any other transaction
with any Affiliate, except (a) in the ordinary course of and pursuant to the
reasonable requirements of the Borrower's or such Subsidiary's business and (b)
upon fair and reasonable terms no less favorable to the Borrower or such
Subsidiary than would obtain in a comparable arm's-length transaction with a
Person not an Affiliate.

         6.7      Restricted Investments. Except as otherwise permitted in
SECTIONS 6.2, 6.3, 6.5 and 6.8, directly or indirectly, purchase, own, invest in
or otherwise acquire any Capital Stock, evidence of indebtedness or other
obligation or security or any interest whatsoever in any other Person, or make
or permit to exist any loans, advances or extensions of credit to, or any
investment in cash or by delivery of property in, any other Person, or become a
partner or joint venturer in any partnership or joint venture, or consummate an
Acquisition, or make a commitment or otherwise agree to do any of the foregoing,
other than:


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<PAGE>

         (a)      Cash Investments;

         (b)      loans and advances to employees for reasonable travel, moving
and business expenses incurred in the ordinary course of business;

         (c)      Accounts owing to the Borrower or any of its Subsidiaries
created in the ordinary course of business and payable in accordance with
customary terms prevailing in the industry;

         (d)      prepaid expenses incurred in the ordinary course of business;

         (e)      loans, advances, or extensions of credit to, guaranties of and
investments existing as of the Amendment Effective Date in corporations,
partnerships and other Persons as of the Amendment Effective Date as set forth
on SCHEDULE 6.7;

         (f)      investments in Subsidiaries and Permitted Acquisitions made in
accordance with terms of this Agreement, including SECTIONS 5.11 and 5.12;
provided that investments in Permitted Joint Ventures shall satisfy the
requirements of clause (m) below;

         (g)      investments by the Borrower under any Swap Agreement relating
to the Debt incurred under this Agreement; provided that the notional amount of
all such Swap Agreements at any time shall not exceed the aggregate amount of
the Commitments at such time;

         (h)      physician loans, guaranties and similar obligations incurred
in connection with the recruitment of physicians in the ordinary course of
business and customary for hospitals similar to those operated by the Borrower
and its Subsidiaries;

         (i)      loans or advances from a Subsidiary to the Borrower or to
another Subsidiary that is a Guarantor (other than a Permitted Joint Venture) or
from the Borrower to a Subsidiary that is a Guarantor (other than a Permitted
Joint Venture) so long as the requirements of SECTION 5.10(A) and SECTION 6.2(V)
are satisfied;

         (j)      investments consisting of the making of capital contributions
or the purchase of Capital Stock (a) by the Borrower or any wholly owned
Subsidiary in any other wholly owned Subsidiary that is (or immediately after
giving effect to such investment will be) a Guarantor, provided that the
Borrower complies with the provisions of SECTION 5.11, and (b) by any Subsidiary
in the Borrower;

         (k)      loans, advances and extensions of credit acquired in
connection with a disposition of assets permitted by SECTION 6.5 hereof;

         (l)      notes and other investments received in connection with
bankruptcy in settlement of claims;

         (m)      investments in Permitted Joint Ventures that, when aggregated
with unsecured intercompany Debt of Permitted Joint Ventures permitted under
SECTION 6.2(V) and dispositions of assets to Permitted Joint Ventures permitted
under SECTION 6.5(III), shall not exceed $10,000,000 in the aggregate (excluding
Acquisition Amounts incurred in connection with Permitted Acquisitions and other
amounts consented to by the Required Lenders in writing); and


                                       93
<PAGE>

         (n)      any other investments which are not described in clauses (a)
through (m) above (but excluding investments in Permitted Joint Ventures), not
to exceed during the term of the Loans, $3,000,000 in the aggregate at any one
time outstanding.

         6.8      Restricted Payments; Certain Distributions; Preferred Stock.

         (a)      Declare or pay any dividends or distributions in respect of
any of its Capital Stock other than (i) dividends paid in Capital Stock of the
Borrower and dividends or distributions paid or payable by a Subsidiary to the
Borrower or another wholly owned Subsidiary of the Borrower, (ii) as set forth
on SCHEDULE 6.8, and (iii) pro rata distributions made in accordance with the
organizational documents of Permitted Joint Ventures, so long as no Default or
Event of Default then exists or would result immediately after giving effect
thereto; or

         (b)      purchase, redeem, retire or otherwise acquire, directly or
indirectly, any shares of its Stock or other Interests, any shares or other
ownership interests of Capital Stock of any Affiliate or any option, warrant or
other right to acquire shares of its Capital Stock or shares or other ownership
interest of Capital Stock of any Affiliate other than (i) purchases,
redemptions, retirements and other acquisitions by a Subsidiary of shares,
ownership interests, options, warrants or other rights issued thereby held by
the Borrower or another Subsidiary), (ii) the purchase by the Palestine Limited
Partnership of the partnership interests (or a portion thereof) of Mother
Frances Hospital Regional Health Care Center under the Palestine Limited
Partnership Agreement so long as no Default or Event of Default then exists or
would result immediately after giving effect thereto, and (iii) the purchase by
any Permitted Joint Venture or the Province Subsidiary constituting the general
partner or managing member of such Permitted Joint Venture in the ordinary
course of business of the limited partnership interests held by limited partners
in a Permitted Joint Venture affiliated with the Facilities owned, leased or
operated by such Permitted Joint Venture (or entities controlled by such limited
partners) upon the termination of the affiliation of such limited partners with
such Facilities or the death or disability of such limited partners (if
applicable), so long as no Default or Event of Default then exists or would
result immediately after giving effect to such purchase; or

         (c)      enter into or amend any agreement relating to any of the
foregoing (excluding agreements relating only to Subsidiaries with the Borrower
or another Subsidiary) including without limitation any agreement restricting or
imposing requirements regarding the payment of dividends and distributions; or

         (d)      issue any preferred stock or other equity with redemption
features without the consent of the Required Lenders.

         6.9      Consolidated Debt to Consolidated EBITDA. Permit the ratio of
Consolidated Debt to Consolidated EBITDA to be greater than 3.75 to 1.0 as of
the end of any fiscal quarter, beginning with the fiscal quarter ending
September 30, 2001.

         6.10     Consolidated Senior Debt to Consolidated EBITDA. Permit the
ratio of Consolidated Senior Debt to Consolidated EBITDA to be greater than 2.5
to 1.0 as of the end of any fiscal quarter, beginning with the fiscal quarter
ending September 30, 2001.


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<PAGE>

         6.11     Joint Venture EBITDA. Permit Joint Venture EBITDA as of the
end of any fiscal quarter beginning with the fiscal quarter ending September 30,
2001 to exceed an amount equal to seven and one-half percent (7.5%) of
Consolidated EBITDA as of the end of such fiscal quarter.

         6.12     Minimum Net Worth. Permit Consolidated Net Worth to be less
than $290,000,000 as of the end of any fiscal quarter beginning with the fiscal
quarter ending on June 30, 2001; plus eighty-five percent (85%) of Consolidated
Net Income (but excluding any net loss) for all periods from and after July 1,
2001; plus ninety percent (90%) of the aggregate amount of all increases in the
stated capital and additional paid in capital accounts of the Borrower and its
Subsidiaries resulting from the issuance of equity securities (other than equity
securities issued pursuant to employee benefit and deferred compensation plans
of the Borrower and its Subsidiaries) or other capital investments (which for
clarification purposes, shall exclude Subordinated Debt for borrowed money)
after the Amendment Effective Date.

         6.13     Fixed Charge Coverage. Permit the ratio of Consolidated
EBITDAR to Fixed Charges to be less than or equal to 1.2 to 1.0 for any fiscal
quarter beginning with the fiscal quarter ending September 30, 2001 to and
including the fiscal quarter ending December 31, 2003; and to be less than or
equal to 1.3 to 1.0 for any fiscal quarter thereafter.

         6.14     Sale and Leaseback. Enter into any arrangement with any Person
providing for the leasing by the Borrower or any of its Subsidiaries of any
asset that has been sold or transferred by the Borrower or such Subsidiary to
such Person, except that (a) the Borrower or any of its Subsidiaries between
themselves may enter any sale and leaseback so long as the provisions of SECTION
6.6 are satisfied, (b) the Borrower or any of its Subsidiaries may enter into a
sale and leaseback transaction regarding the purchase and subsequent sale and
leaseback of new equipment and machinery so long as the Borrower complies with
the covenants set forth in SECTIONS 6.2(XIII), 6.6, 6.9, 6.10, 6.11, 6.12 and
6.13 and there is otherwise no Default or Event of Default and (c) the Borrower
may enter into a sale and leaseback pursuant to the End Loaded Lease Facility of
property transferred under SECTION 6.5(IV).

         6.15     New Business. Engage in any business other than businesses
primarily within the Line of Business or make any material change in any of its
business objectives, purposes and operations that could reasonably be expected
to result in a Material Adverse Effect.

         6.16     Subsidiaries or Partnerships. Except as otherwise permitted by
the terms of this Agreement (including but not limited to the definition of
Permitted Joint Ventures and SECTIONS 5.11, 5.12 and 6.7 hereof), (a) become a
partner or joint venturer in any partnership or joint venture, or (b) create or
acquire any new Subsidiary.

         6.17     Management Contracts. Enter into any agreements whereby the
management or control of its business as a whole or the business of any Facility
as a whole shall be delegated to or placed in any persons other than its
governing body and officers, the Borrower or one of the Borrower's Subsidiaries,
other than the Intercompany Management Agreements. All Intercompany Management
Agreements existing as of the Amendment Effective Date are described on SCHEDULE
6.17.


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<PAGE>

         6.18     Limitation on Certain Restrictions. Directly or indirectly
create or otherwise cause or suffer to exist or become effective any restriction
or encumbrance on (a) the ability of the Borrower and its Subsidiaries to
perform and comply with their obligations under the Loan Documents or (b) the
ability of any Subsidiary of the Borrower to make any dividend payments or other
distributions in respect of its Capital Stock, to repay Debt owed to the
Borrower or any other Subsidiary, to make loans or advances to the Borrower or
any other Subsidiary, or to transfer any of its assets or properties to the
Borrower or any other Subsidiary, in each case other than such restrictions or
encumbrances existing under or by reason of (i) the Loan Documents, (ii)
applicable Requirements of Law and (iii) customary non-assignment and no-sale
provisions in any lease governing a leasehold interest or any installment
purchase agreement governing purchase money Debt.

         6.19     No Other Negative Pledges. Directly or indirectly permit,
enter into or suffer to exist any agreement or restriction that prohibits or
conditions the creation, incurrence or assumption of any lien, security interest
or other encumbrance upon or with respect to any part of its property or assets,
whether now owned or hereafter acquired, or agree to do any of the foregoing,
other than as set forth in this Credit Agreement, the other Loan Documents and
the Operative Agreements.

         6.20     Hazardous Wastes. Violate any Environmental Law or permit any
Hazardous Material to be brought onto or remain at any of the Realty or any
other property owned, leased or operated by the Borrower or its Subsidiaries, if
the results thereof could reasonably be expected to have a Material Adverse
Effect. If any Hazardous Material is brought or found thereon or therein, except
as may be permitted above (and then only in compliance with all applicable
Environmental Laws), Borrower, at its expense, shall immediately remove it, with
proper disposal, and perform all required environmental response, removal,
corrective and remedial actions in a diligent manner and in accordance with all
Environmental Laws, the Borrower's obligations hereunder to survive any
foreclosure of any Mortgage or other deed of trust or mortgage. The Borrower
shall promptly, after any officer of the Borrower or any of its Subsidiaries
learns or obtains knowledge of the occurrence thereof, give written notice to
the Agent of receipt of any written notice or claim of any material violation or
noncompliance, or of any order or request for information from any Governmental
Authority, with respect to any Environmental Law, and shall promptly remedy any
breach of any Environmental Law by the Borrower or its Subsidiaries. Agent shall
have the right (at the expense of the Borrower during the continuance of an
Event of Default or if required by any Governmental Authority regulating the
Agent) to enter upon the Realty or other property owned, leased or operated by
the Borrower or its Subsidiaries, or any part thereof (through its employees
and/or agents), to verify compliance by the Borrower and its Subsidiaries with
the terms of this Agreement and to conduct such environmental assessments and
audits as Agent shall deem advisable to facilitate such verification; provided,
however, BORROWER AND ITS SUBSIDIARIES HEREBY ACKNOWLEDGE THAT ALL HAZARDOUS
MATERIAL HANDLING PRACTICES AND ENVIRONMENTAL PRACTICES AND PROCEDURES ARE THE
SOLE RESPONSIBILITY OF THE BORROWER AND ITS SUBSIDIARIES, AND THE BORROWER AND
ITS SUBSIDIARIES HAVE FULL DECISION-MAKING POWER WITH RESPECT THERETO. BORROWER
AND ITS SUBSIDIARIES FURTHER ACKNOWLEDGE THAT NEITHER THE AGENT NOR ANY LENDER
IS AN ENVIRONMENTAL CONSULTANT, ENGINEER, INVESTIGATOR OR INSPECTOR OF ANY TYPE
WHATSOEVER. NO ACT (OR


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<PAGE>

DECISION NOT TO ACT) OF THE AGENT OR ANY LENDER RELATED TO THIS AGREEMENT OR ANY
LOAN DOCUMENT SHALL GIVE RISE TO ANY OBLIGATION OR LIABILITY ON THE PART OF THE
AGENT OR ANY LENDER WITH RESPECT TO ENVIRONMENTAL MATTERS. IN NO EVENT SHALL ANY
INFORMATION OBTAINED FROM THE AGENT OR ANY LENDER OR THEIR RESPECTIVE AGENTS
PURSUANT TO THIS AGREEMENT OR ANY LOAN DOCUMENT CONCERNING THE ENVIRONMENTAL
CONDITION OF THE REALTY OR OTHER PROPERTY BE CONSIDERED BY THE BORROWER OR ANY
SUBSIDIARY (OR ANY OTHER RECIPIENT OF SAID INFORMATION) AS CONSTITUTING LEGAL OR
ENVIRONMENTAL CONSULTING, ENGINEERING, INVESTIGATING OR INSPECTING ADVICE, AND
NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES (NOR ANY OTHER RECIPIENT OF
SAID INFORMATION) SHALL RELY ON SAID INFORMATION. THE RESPONSIBILITY FOR
COMPLIANCE WITH ENVIRONMENTAL LAWS RESTS SOLELY WITH THE BORROWER AND ITS
SUBSIDIARIES.

         6.21     Fiscal Year. Change its fiscal year from a calendar year
ending December 31.

         6.22     Amendments; Prepayments of Debt, Etc. (a) Amend in any respect
the certificate or articles of incorporation, bylaws, partnership agreement,
operating agreement or similar governing document of the Borrower or any of its
Subsidiaries (other than to permit a name change, the buy-out of a limited
partner in a Permitted Joint Venture permitted under SECTION 6.8(B), or other
immaterial amendments not inconsistent with this Agreement that could not
reasonably be expected to adversely effect any material rights of the Lenders),
any Intercompany Management Agreement, any shareholder agreement (to the extent
such amendment would impose any obligation on the Borrower or any of its
Subsidiaries inconsistent with this Agreement or that could reasonably be
expected to adversely effect any material rights of the Lenders), (b) except
with respect to the Debt created under the Loan Documents or the Operative
Agreements, customary trade discounts, purchase money Debt, Capital Leases,
financed insurance premiums, Swap Agreements and permitted intercompany Debt,
make any voluntary or optional payment or prepayment or redemption or
acquisition for value of (including, without limitation, by way of depositing
with any trustee with respect thereto money or securities before due for the
purpose of paying when due), or exchange, any Debt; provided, however, that the
Borrower may honor the rights of holders of the 4-1/2% Subordinated Notes and
the 4-1/4% Subordinated Notes to convert such notes into common stock of the
Borrower in accordance with the terms of the 2000 Subordinated Note Indenture
and the 2001 Subordinated Note Indenture, respectively, or (c) amend, modify or
waive, or permit the amendment, modification or waiver of, any provision of the
2000 Subordinated Note Indenture, the 2001 Subordinated Note Indenture, the
4-1/2% Subordinated Notes, the 4-1/4% Subordinated Notes or any other
Subordinated Debt, the effect of which would be to (i) increase the principal
amount due thereunder, (ii) shorten or accelerate the time of payment of any
amount due thereunder, (iii) increase the applicable interest rate or amount of
any fees or costs due thereunder, (iv) amend any of the subordination provisions
thereunder (including any of the definitions relating thereto), (v) make any
covenant therein more restrictive or add any new covenant, (vi) grant any
security or collateral to secure payment thereof, or (vii) otherwise effect any
change in the rights or obligations of the Borrower thereunder or of the holders
of such Subordinated Debt that, in the determination of the Required Lenders,
would be adverse in any material respect to the rights or interests of the
Lenders, or breach or otherwise violate any of the


                                       97
<PAGE>

subordination provisions applicable thereto, including, without limitation,
restrictions against payment of principal and interest thereon.

         6.23     No Inconsistent Transactions or Agreements. Enter into any
transaction or agreement, or enter into any amendment or other modification to
any currently existing agreement, that by its terms prohibits or materially
restricts the ability of the Borrower to pay the principal of or interest on the
Loans.

         6.24     Fraud and Abuse. Neither the Borrower nor any Subsidiary, nor
any of its partners, members, stockholders (other than stockholders of the
Borrower), officers or directors (other than limited partners in Permitted Joint
Ventures acting without the knowledge of the Borrower or any Subsidiary whose
actions could not reasonably be expected to have a Material Adverse Effect),
acting on behalf of the Borrower or any Subsidiary, shall engage on behalf of
Borrower or any Subsidiary in any of the following: (i) knowingly and willfully
making or causing to be made a false statement or representation of a material
fact in any applications for any benefit or payment under Medicare, Medicaid or
MediCal programs; (ii) knowingly and willfully making or causing to be made any
false statement or representation of a material fact for use in determining
rights to any benefit or payment under Medicare, Medicaid or MediCal programs;
(iii) failing to disclose knowledge by a claimant of the occurrence of any event
affecting the initial or continued right to any benefit or payment under
Medicare, Medicaid or MediCal programs on its own behalf or on behalf of
another, with intent to secure such benefit or payment fraudulently; (iv)
knowingly and willfully making or causing to be made a payment, directly or
indirectly, to a physician as an inducement to reduce or limit services provided
with respect to individuals who are entitled to any benefit or payment under
Medicare, Medicaid or MediCal programs and are under the direct care of the
physician; (v) knowingly and willfully soliciting or receiving any remuneration
(including any kickback, bribe or rebate), directly or indirectly, overtly or
covertly, in cash or in kind or offering or paying such remuneration (a) in
return for referring an individual to a person for the furnishing or arranging
for the furnishing of any item or service for which payment may be made in whole
or in part by Medicare, Medicaid or MediCal, or (b) in return for purchasing,
leasing or ordering or arranging for or recommending the purchasing, leasing or
order of any good, facility, service, or item for which payment may be made in
whole or in part by Medicare, Medicaid or MediCal; or (vi) knowingly and
willfully offering or paying any remuneration (including any kickback, bribe, or
rebate), directly or indirectly, overtly or covertly, in cash or in kind to any
person to induce such person (x) to refer an individual to a person for the
furnishing or arranging for the furnishing of any item or service for which
payment may be made in whole or in part by Medicare, Medicaid or MediCal, or (y)
to purchase, lease, order, or arrange for or recommend purchasing, leasing, or
ordering any good, facility, service, or item for which payment may be made in
whole or in part by Medicare, Medicaid or MediCal. With respect to this Section,
knowledge by any employees, representatives and agents of the Borrower or a
Subsidiary of any of the events described in this Section shall not be imputed
to the Borrower or such Subsidiary unless such knowledge was obtained or learned
by a Senior Officer in his or her official capacity as a Senior Officer of the
Borrower or such Subsidiary. Neither the Borrower nor any Subsidiary shall be
considered to have breached this Section, except in the case of an intentional
violation thereof, until the Borrower or such Subsidiary has received
notification, written or oral, by a Governmental Authority of competent
jurisdiction as to any such violation. In addition, neither the Borrower nor any
Subsidiary shall be considered to have breached this Section so long as (a) they
shall


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have taken such actions (including implementation of appropriate internal
controls) as may be reasonably necessary to avoid such breaches and (b) such
breaches, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

         6.25     Compliance with ERISA. (i) Take any action or fail to take any
action, the result of which action or inaction could be a liability of the
Borrower or any of its Subsidiaries to the Pension Benefit Guaranty Corporation
or to a Multiemployer Plan or (ii) participate in any Prohibited Transaction
that could subject the Borrower or any of its Subsidiaries to any civil penalty
under ERISA or tax under the Internal Revenue Code, in each case that could
reasonably be expected to have a Material Adverse Effect.

                                  ARTICLE VII


                                EVENTS OF DEFAULT

         7.1      Events of Default. The occurrence of any one or more of the
following events shall constitute an "Event of Default":

         (a)      The Borrower (i) fails to pay any principal amount of the
Credit Obligations (other than any Credit Obligations under a Swap Agreement)
when due, or (ii) fails to pay any interest and fees on the Credit Obligations
(other than any Credit Obligations under a Swap Agreement) within two (2)
Business Days after the due date thereof;

         (b)      The Borrower or any of its Subsidiaries fails or neglects to
observe, perform or comply with any term, provision, condition or covenant
contained in SECTION 5.3(A), 5.12, 5.13 or ARTICLE VI;

         (c)      The Borrower or any of its Subsidiaries fails or neglects to
observe, perform or comply with any term, provision, condition or covenant
contained in SECTION 5.1, 5.2(C), 5.2(E), 5.2(F) or 2.14, and the same is not
cured to the Required Lenders' satisfaction within fifteen (15) days after the
earlier of (i) written notice to the Borrower by the Agent of the existence of
such Default, or (ii) the date on which the Borrower or such Subsidiary acquires
knowledge thereof;

         (d)      The Borrower or any of its Subsidiaries fails or neglects to
observe, perform or comply with any term, provision, condition or covenant
contained herein except those specified in SUBSECTIONS (A), (B) and (C) above,
and the same is not cured to the Required Lenders' satisfaction within thirty
(30) days after the earlier of (i) written notice to the Borrower by the Agent
of the existence of such Default, or (ii) the date on which the Borrower or such
Subsidiary acquires knowledge thereof;

         (e)      If any representation or warranty made or deemed made by or on
behalf of the Borrower or any of its Subsidiaries in this Agreement, in the
other Loan Documents or in any other agreement now existing or hereafter
executed between the Borrower or any of its Subsidiaries and the Agent or any
Lender shall prove to have been false or misleading in any material respect when
made or deemed made;


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         (f)      The occurrence of any default or event of default on the part
of the Borrower or any of its Subsidiaries (including specifically, but without
limitation, defaults due to nonpayment) under the terms of any agreement,
document or instrument (including without limitation any Swap Agreement, or any
other similar agreement with any other Person, any Operative Agreement (as
defined by reference in the definition of End Loaded Lease Facility herein)
under the End Loaded Lease Facility, the 2000 Subordinated Note Indenture, the
4-1/2% Subordinated Notes, the 2001 Subordinated Note Indenture and the 4-1/4%
Subordinated Notes) pursuant to which the Borrower or such Subsidiary has
incurred any Debt (other than the Credit Obligations) in excess of $1,000,000,
which default or event of default would permit acceleration of such Debt and
which is not cured within any applicable grace or cure period;

         (g)      (i) The termination of any hospital lease agreement; or (ii)
the termination of any other agreement, contract or instrument to which the
Borrower or any of its Subsidiaries is a party or by which it or any of its
properties are bound where such termination could reasonably be expected to
result in a Material Adverse Effect;

         (h)      The occurrence of an event of default under any of the
Material Loan Documents (other than a Landlord Consent) or in any other
agreement now existing or hereafter executed evidencing or securing any of the
Credit Obligations, taking into account any applicable grace or cure provisions
thereof;

         (i)      The occurrence of an event of default under the Participation
Agreement, the Lease, each applicable Ground Lease, the Agency Agreement, the
Credit Agreement, the Notes, the Trust Agreement, the Certificates, the Security
Agreement and each applicable Mortgage Instrument (each as defined in the
Participation Agreement) under the End Loaded Lease Facility or in any other
agreement now existing or hereafter executed evidencing or securing any of the
obligations of the Trust, the Borrower or its Subsidiaries under such Operative
Agreements (as defined in the Participation Agreement) (other than due to the
Agent's or any Lender's failure to file a continuation statement), taking into
account any applicable grace or cure provisions thereof;

         (j)      The occurrence of any uninsured damage to or loss, theft or
destruction of the Collateral or other assets of the Borrower or any of its
Subsidiaries or any labor dispute or other casualty that could reasonably be
expected to have a Material Adverse Effect;

         (k)      The filing by the Borrower or any of its Subsidiaries (with
assets having a value of $250,000 or more) of any voluntary petition seeking
liquidation, reorganization, arrangement, readjustment of debts or for any other
relief under the Bankruptcy Code or under any other act or law pertaining to
insolvency or debtor relief, whether state, federal or foreign, now or hereafter
existing;

         (l)      The filing against the Borrower or any of its Subsidiaries
(with assets having a value of $250,000 or more) of any involuntary petition
seeking liquidation, reorganization, arrangement, readjustment of debts or for
any other relief under the Bankruptcy Code or under any other act or law
pertaining to insolvency or debtor relief, whether state, federal or foreign,
now or hereafter existing, which petition is not dismissed discharged, stayed or
bonded within sixty (60) days after the date of filing;


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         (m)      A custodian, trustee, receiver or assignee for the benefit of
creditors is appointed or takes possession of the Collateral or any other assets
of the Borrower or any of its Subsidiaries (with assets having a value of
$250,000 or more) which appointment continues undischarged, undismissed,
unstayed or unbonded for 60 days or more;

         (n)      The Borrower or any of its Subsidiaries (with assets having a
value of $250,000 or more) ceases, or the Borrower and its Subsidiaries, on a
consolidated basis, cease, to be Solvent (taking into account any rights of
contribution);

         (o)      A notice of lien, levy or assessment is filed of record
against any portion of the assets of the Borrower or any of its Subsidiaries by
the United States, or any department, agency or instrumentality thereof, or by
any other Governmental Authority or any other Person, including, without
limitation, the Pension Benefit Guaranty Corporation, or if any taxes or debts
owing at any time or times hereafter to any one of them becomes a lien or
encumbrance (other than a Permitted Lien) upon the Collateral or any other asset
of the Borrower or any of its Subsidiaries, and the same is not dismissed,
released, bonded or discharged within five (5) days after the same becomes a
lien or encumbrance or, in the case of ad valorem taxes, prior to the last day
when payment may be made without penalty and, if bonded, such bond (or a
replacement bond) shall not continue in effect at all times until such judgment
is dismissed or discharged, and any such event could reasonably be expected to
have a Material Adverse Effect;

         (p)      The entry of judgments or the issuance of warrants of
attachment, execution or similar process against the Borrower or any of its
Subsidiaries or any of their assets of $500,000 or more in the aggregate in
excess of the proceeds of insurance available therefor, which shall not be paid,
dismissed, discharged, stayed pending appeal or bonded within fifteen (15) days
after entry and in any event not later than five days prior to the date of any
proposed sale thereunder and, if bonded, such bond (or a replacement bond) shall
not continue in effect at all times until such judgment is dismissed or
discharged;

         (q)      The occurrence of any of the following events: (i) the
happening of a Reportable Event that could give rise to liability (that is not
waived by the Pension Benefit Guaranty Corporation or by the Required Lenders,
or if such liability can be avoided by any corrective action of the Borrower,
such corrective action is not completed within ninety (90) days after the
occurrence of such Reportable Event) with respect to any Pension Plan; (ii) the
termination of any Pension Plan in a "distress termination" under the provisions
of Section 4041 of ERISA; (iii) the appointment of a trustee by an appropriate
United States District Court to administer any Pension Plan; (iv) the
institution of any proceedings by the Pension Benefit Guaranty Corporation to
terminate any Pension Plan or to appoint a trustee to administer any such plan;
and (v) the failure of the Borrower to notify the Lenders promptly upon receipt
by the Borrower of any notice of the institution of any proceeding or any other
actions that may result in the termination of any such plan;

         (r)      (i) The guaranty given by any Guarantor under the Guaranty
Agreement shall, for any reason other than the satisfaction in full of all
Credit Obligations and termination of this Agreement or the release of such
Guarantor from its Guaranty Obligations under the Guaranty Agreement in
accordance with the terms thereof, cease to be in full force and effect at any
time or is declared to be null and void or (ii) any such Guarantor denies that
it has any further liability


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<PAGE>

under the Guaranty Agreement or gives notice to such effect, and such denial or
notice is not revoked within one Business Day after the earlier of (A) receipt
by the Borrower of notice from the Agent or any Lender of such denial or notice
or (B) the Borrower becomes aware of such denial or notice being made or given,
as the case may be;

         (s)      Any Security Document to which the Borrower or any of its
Subsidiaries is now or hereafter a party shall for any reason cease to be in
full force and effect or cease to be effective to give the Agent a valid and
perfected security interest in and lien upon the Collateral purported to be
covered thereby, subject to no liens other than Permitted Liens, in each case
unless any such cessation occurs in accordance with the terms thereof or is due
to any act or failure to act on the part of the Agent or any Lender; or the
Borrower or any such Subsidiary shall assert any of the foregoing; or any
Guarantor or any Person acting on behalf of any such Guarantor shall deny or
disaffirm such Guarantor's obligations under the Guaranty Agreement;

         (t)      Any one or more Environmental Claims shall have been asserted
against the Borrower or any of its Subsidiaries (or a reasonable basis shall
exist therefor); the Borrower and its Subsidiaries have incurred or would be
reasonably likely to incur liability as a result thereof; and such liability,
individually or in the aggregate, has or would be reasonably likely to have a
Material Adverse Effect;

         (u)      The occurrence of a Change of Control;

         (v)      The Borrower or any Subsidiary, to the extent, if any,
presently participating or required by law to participate, in Medicaid, Medicare
or MediCal programs shall fail to be eligible for any reason to participate in
Medicaid, Medicare or MediCal programs or to accept assignments or rights to
reimbursement under Medicaid Regulations, Medicare Regulations or MediCal
Regulations, such failure could reasonably be expected to have a Material
Adverse Effect, and such failure shall also continue beyond the completion of
any appeal process diligently pursued by the Borrower or such Subsidiary in good
faith.

                                  ARTICLE VIII


                   RIGHTS AND REMEDIES AFTER EVENT OF DEFAULT

         8.1      Remedies; Termination of Commitments, Acceleration, Etc. Upon
and at any time after the occurrence and during the continuance of any Event of
Default, the Agent shall at the direction, or may with the consent, of the
Required Lenders, take any or all of the following actions at the same or
different times:

         (a)      Declare the Revolving Credit Commitments of each Lender, the
Swingline Commitment of the Swingline Lender, and the Issuing Lender's
obligation to issue Letters of Credit, to be terminated, whereupon the same
shall terminate (provided that, upon the occurrence of an Event of Default with
respect to the Borrower pursuant to SECTIONS 7.1(K), (L) or (M), all of the
Revolving Credit Commitments and the Swingline Commitment, together with the
Issuing Lender's obligation to issue Letters of Credit, shall automatically be
terminated);


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         (b)      Declare all or any part of the outstanding principal amount of
the Loans, all unpaid interest accrued thereon, and all other amounts payable
under this Agreement, the Notes and the other Loan Documents (but excluding any
amounts owing under any Swap Agreement) to be immediately due and payable,
whereupon such outstanding principal amounts, accrued interest and other such
amounts shall become immediately due and payable without presentment, demand,
protest, notice of intent to accelerate or other notice or legal process of any
kind, all of which are hereby knowingly and expressly waived by the Borrower
(provided that, upon the occurrence of an Event of Default with respect to the
Borrower pursuant to SECTIONS 7.1(K), (L) or (M), all such outstanding principal
amounts, accrued interest and other such amounts shall automatically become
immediately due and payable);

         (c)      Direct the Borrower to deliver (and the Borrower hereby
agrees, upon receipt of notice of such direction from the Agent, to deliver) to
the Agent from time to time such additional amount of cash as is equal to the
difference between the aggregate Stated Amount of all Letters of Credit then
outstanding (whether or not any beneficiary under any Letter of Credit shall
have drawn or be entitled at such time to draw thereunder) and the amount then
on deposit in the Cash Collateral Account, such amount to be held by the Agent
in the Cash Collateral Account as security for the Borrower's Reimbursement
Obligations as described in SECTION 2.17(I); and

         (d)      Exercise all rights and remedies available to it under this
Agreement, the other Loan Documents and applicable law.

         8.2      Right of Setoff. Upon the occurrence and during the
continuance of, and prior to any express written waiver by the Required Lenders
of, an Event of Default, the Agent and each Lender may, and are hereby
authorized by the Borrower, at any time and from time to time, to the fullest
extent permitted by applicable law, without advance notice to the Borrower (any
such notice being expressly waived by the Borrower) and irrespective of demand
for payment, to set off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held in other than a fiduciary
account, any other property at any time held, and any other indebtedness at any
time owing by such Lender to or for the credit or the account of the Borrower
against any or all of the Credit Obligations now or hereafter existing, whether
or not such Credit Obligations have matured, the Borrower hereby granting to
each Lender a continuing security interest in and lien upon all such deposits
and other property as security for such Credit Obligations. The Agent agrees to
notify the Borrower after any such setoff or application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of the Agent and each Lender under this SECTION 8.2 are
in addition to the other rights and remedies (including other rights of setoff)
that such Lender may have. NOTWITHSTANDING THE FOREGOING, NEITHER THE AGENT NOR
ANY LENDER SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SETOFF, BANKER'S
LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE BORROWER HELD
BY THE AGENT OR ANY LENDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUIRED
LENDERS, AND ANY LENDER VIOLATING THIS PROVISION SHALL INDEMNIFY THE AGENT AND
THE OTHER LENDERS FROM ANY AND ALL COSTS, EXPENSES, LIABILITIES AND DAMAGES
RESULTING THEREFROM. The contractual restriction on the exercise of setoff
rights provided in the foregoing sentence is solely for the benefit of the Agent
and the Lenders and may not be enforced by the Borrower.


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

                                   ARTICLE IX


                                    THE AGENT

         9.1      Appointment. Each Lender hereby irrevocably appoints and
authorizes First Union to act as Agent hereunder and under the other Loan
Documents and to take such actions as agent on its behalf hereunder and under
the other Loan Documents, and to exercise such powers and to perform such
duties, as are specifically delegated to the Agent by the terms hereof or
thereof, together with such other powers and duties as are reasonably incidental
thereto.

         9.2      Nature of Duties. The Agent shall have no duties or
responsibilities other than those expressly set forth in this Agreement and the
other Loan Documents. The Agent shall not have, by reason of this Agreement or
any other Loan Document, a fiduciary relationship in respect of any Lender; and
nothing in this Agreement or any other Loan Document, express or implied, is
intended to or shall be so construed as to impose upon the Agent any obligations
or liabilities in respect of this Agreement or any other Loan Document except as
expressly set forth herein or therein. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents or
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact that it selects with reasonable care. The
Agent shall be entitled to consult with legal counsel, independent public
accountants and other experts selected by it with respect to all matters
pertaining to this Agreement and the other Loan Documents and its duties
hereunder and thereunder and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts. The Lenders hereby acknowledge that the Agent shall not
be under any duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Agreement or any other Loan Document unless
it shall be requested in writing to do so by the Required Lenders (or, where a
higher percentage of the Lenders is expressly required hereunder, such Lenders).


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         9.3      Exculpatory Provisions. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(i) liable for any action taken or omitted to be taken by it or such Person
under or in connection with the Loan Documents, except for its or such Person's
own gross negligence or willful misconduct, (ii) responsible in any manner to
any Lender for any recitals, statements, information, representations or
warranties herein or in any other Loan Document or in any document, instrument,
certificate, report or other writing delivered in connection herewith or
therewith, for the execution, effectiveness, genuineness, validity,
enforceability or sufficiency of this Agreement or any other Loan Document, or
for the financial condition of the Borrower, its Subsidiaries or any other
Person, or (iii) required to ascertain or make any inquiry concerning the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any other Loan Document or the existence or possible existence of
any Default or Event of Default, or to inspect the properties, books or records
of the Borrower or any of its Subsidiaries.

         9.4      Reliance by the Agent. The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any notice, statement, consent or
other communication (including, without limitation, any thereof by telephone,
telecopy, telex, telegram or cable) believed by it in good faith to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons. The Agent may deem and treat each Lender as the owner of its interest
hereunder for all purposes hereof unless and until a written notice of the
assignment, negotiation or transfer thereof shall have been given to the Agent
in accordance with the provisions of this Agreement. The Agent shall be entitled
to refrain from taking or omitting to take any action in connection with this
Agreement or any other Loan Document (i) if such action or omission would, in
the reasonable opinion of the Agent, violate any applicable law or any provision
of this Agreement or any other Loan Document or (ii) unless and until it shall
have received such advice or concurrence of the Required Lenders (or, where a
higher percentage of the Lenders is expressly required hereunder, such Lenders)
as it deems appropriate or it shall first have been indemnified to its
satisfaction by the Lenders against any and all liability and expense that may
be incurred by it by reason of taking, continuing to take or omitting to take
any such action. Without limiting the foregoing, no Lender shall have any right
of action whatsoever against the Agent as a result of the Agent's acting or
refraining from acting hereunder or under any other Loan Document in accordance
with the instructions of the Required Lenders (or, where a higher percentage of
the Lenders is expressly required hereunder, such Lenders), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding upon all of the Lenders (including all subsequent Lenders).

         9.5      Non-Reliance on Agent and Other Lenders. Each Lender expressly
acknowledges that neither the Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representation
or warranty to it and that no act by the Agent or any such Person hereafter
taken, including any review of the affairs of the Borrower and its Subsidiaries,
shall be deemed to constitute any representation or warranty by the Agent to any
Lender. Each Lender represents to the Agent that (i) it has, independently and
without reliance upon the Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, prospects, operations, properties,


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financial and other condition and creditworthiness of the Borrower and its
Subsidiaries and made its own decision to enter into this Agreement and extend
credit to the Borrower hereunder, and (ii) it will, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action
hereunder and under the other Loan Documents and to make such investigation as
it deems necessary to inform itself as to the business, prospects, operations,
properties, financial and other condition and creditworthiness of the Borrower
and its Subsidiaries. Except as expressly provided in this Agreement and the
other Loan Documents, the Agent shall have no duty or responsibility, either
initially or on a continuing basis, to provide any Lender with any credit or
other information concerning the business, prospects, operations, properties,
financial or other condition or creditworthiness of the Borrower, its
Subsidiaries or any other Person that may at any time come into the possession
of the Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

         9.6      Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default unless
the Agent shall have received written notice from the Borrower or a Lender
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 will give notice thereof to the Lenders as
soon as reasonably practicable; provided, however, that if any such notice has
also been furnished to the Lenders, the Agent shall have no obligation to notify
the Lenders with respect thereto. The Agent shall (subject to SECTIONS 9.4 and
10.8) take such action with respect to such Default or Event of Default as shall
reasonably be directed by the Required Lenders; provided that, unless and until
the Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action (except for
those actions specified in SECTION 8.1(A), (B), (C) OR (D)), with respect to
such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders. Each Lender shall promptly give the Agent such a
notice upon its actual knowledge of a Default or an Event of Default; provided,
however, that the failure of any Lender to deliver such notice shall not, in the
absence of gross negligence or willful misconduct, affect its rights hereunder
or under the other Loan Documents. Each Lender agrees that the rights and
remedies granted under this Agreement and the other Loan Documents shall be
exercised solely by the Agent, at the direction or with the consent of the
Required Lenders, and that no Lender shall have any right individually to
exercise any such right or remedy except to the extent, if any, expressly
provided herein or therein.

         9.7      Indemnification. To the extent the Agent is not reimbursed by
or on behalf of the Borrower, and without limiting the obligation of the
Borrower to do so, the Lenders agree (i) to indemnify the Agent and its
officers, directors, employees, agents, attorneys-in-fact and Affiliates,
ratably in proportion to their percentages as used in determining the Required
Lenders as of the date of determination, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, reasonable expenses (including, without limitation, reasonable attorneys'
fees and expenses) or disbursements of any kind or nature whatsoever that may at
any time (including at any time following the repayment in full of the Loans and
the termination of the Commitments) be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of this Agreement or any
other Loan Document or any documents contemplated by or referred to herein or
the transactions contemplated hereby or


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thereby or any action taken or omitted by the Agent under or in connection with
any of the foregoing, and (ii) to reimburse the Agent upon demand, ratably in
proportion to their percentages as used in determining the Required Lenders as
of the date of determination, for any reasonable expenses incurred by the Agent
in its capacity as Agent in connection with the preparation, negotiation,
execution, delivery, administration, amendment, modification, waiver or
enforcement (whether through renegotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement
or any of the other Loan Documents (including, without limitation, reasonable
attorneys' fees and expenses and compensation of agents and employees paid for
services rendered on behalf of the Lenders); provided, however, that no Lender
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, reasonable expenses or
disbursements to the extent resulting from the gross negligence or willful
misconduct of the party to be indemnified.

         9.8      The Agent in its Individual Capacity. With respect to its
Commitments, the Loans made by it, the Letters of Credit issued or participated
in by it and the Notes issued to it, the Agent in its individual capacity and
not as Agent shall have the same rights and powers under the Loan Documents as
any other Lender and may exercise the same as though it were not performing the
agency duties specified herein; and the terms "Lenders," "Required Lenders,"
"holders of Notes" and any similar terms shall, unless the context clearly
otherwise indicates, include the Agent in its individual capacity. The Agent and
its Affiliates may accept deposits from, lend money to, make investments in, and
generally engage in any kind of banking, trust, financial advisory or other
business with the Borrower, any of its Subsidiaries or any of their Affiliates
as if the Agent were not performing the agency duties specified herein, and may
accept fees and other consideration from any of them for services in connection
with this Agreement and otherwise without having to account for the same to the
Lenders.

         9.9      Successor Agent. The Agent may resign at any time by giving
thirty (30) days' prior written notice to the Borrower and the Lenders. Upon any
such notice of resignation and with the prior consent of the Borrower, which
consent shall not be unreasonably withheld, the Required Lenders will appoint
from among the Lenders a successor to the Agent (provided that the Borrower's
consent shall not be required in the event a Default or Event of Default shall
have occurred and be continuing). If no successor to the Agent shall have been
so appointed by the Required Lenders and shall have accepted such appointment
within such thirty (30)-day period, then the retiring Agent may, on behalf of
the Lenders and after consulting with the Lenders and the Borrower, appoint a
successor Agent from among the Lenders. Upon the acceptance of any appointment
as Agent by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents. After any retiring
Agent's resignation as Agent, the provisions of this Article shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent.
If no successor to the Agent has accepted appointment as Agent by the thirtieth
(30th) day following a retiring Agent's notice of resignation, the retiring
Agent's resignation shall nevertheless thereupon become effective, and the
Lenders shall thereafter perform all of the duties of the Agent hereunder and
under the other Loan Documents until such time, if any, as the Required Lenders
appoint a successor Agent as provided for hereinabove.


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         9.10     Collateral Matters.

         (a)      The Agent is hereby authorized on behalf of the Lenders,
without the necessity of any notice to or further consent from the Lenders, from
time to time (but without any obligation) to take any action with respect to the
Collateral and the Security Documents that may be necessary to perfect and
maintain perfected the liens upon the Collateral granted pursuant to the
Security Documents.

         (b)      The Lenders hereby authorize the Agent, at its option and in
its discretion, to release any lien granted to or held by the Agent upon any
Collateral (i) upon termination of the Commitments, termination or expiration of
all outstanding Letters of Credit and payment in full of all of the Credit
Obligations and termination of the End Loaded Lease Facility, (ii) constituting
property sold or to be sold or disposed of as part of or in connection with any
disposition expressly permitted hereunder or under any other Loan Document or to
which the Required Lenders have consented or (iii) otherwise pursuant to and in
accordance with the provisions of any applicable Loan Document. Upon request by
the Agent at any time, the Lenders will confirm in writing the Agent's authority
to release Collateral pursuant to this SUBSECTION (B).

         9.11     Issuing Lender and Swingline Lender. The provisions of this
ARTICLE IX (other than SECTION 9.9) shall apply to the Issuing Lender and the
Swingline Lender mutatis mutandis to the same extent as such provisions apply to
the Agent.

         9.12     Syndication Agent; Documentation Agents. Notwithstanding any
other provision of this Agreement or any of the other Loan Documents, the
Syndication Agent and the Documentation Agents are named as such for recognition
purposes only, and in their capacities as such shall have no powers, rights,
duties, responsibilities or liabilities with respect to this Agreement and the
other Loan Documents and the transactions contemplated hereby and thereby.

                                   ARTICLE X


                                  MISCELLANEOUS

         10.1     Survival.

         (a)      All representations, warranties and agreements made by or on
behalf of the Borrower or any of its Subsidiaries in this Agreement and in each
other Loan Document shall survive the execution and delivery of this Agreement
and each such other Loan Document, the making and repayment of the Loans and the
issuance and repayment of the Letters of Credit. Notwithstanding any other
provision herein or anything provided or implied by law to the contrary, no
termination or cancellation (regardless of cause or procedure) of the
Commitments, this Agreement or any of the other Loan Documents shall in any way
affect or impair the rights and obligations of the parties hereto with respect
to any of the provisions of (i) SECTION 10.3, (ii) SECTION 2.15 or (iii) this
Agreement and the other Loan Documents relating to indemnification or payment of
fees, costs and expenses, including, without limitation, all of the provisions
of SECTIONS 2.11(A), 2.11(B), 2.12, 2.13, 2.17(H), 9.7, 10.6 and 10.7, and, in
each case, such provisions shall survive any such termination or cancellation
and the making and repayment of the Loans.


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<PAGE>

         (b)      The Borrower, the Agent and the Lenders agree that: (i)
ARTICLE IV and ARTICLE V and the other applicable provisions of this Credit
Agreement are intended as the Agent's (on behalf of the Lenders) written request
for information (and the Borrower's response) concerning the environmental
condition of the real property; and (ii) each provision in this Credit Agreement
(together with any indemnity applicable to a breach of any such provision) with
respect to the environmental condition of the Realty is intended to be an
"environmental provision" and as such it is expressly understood that the
Borrower's duty to indemnify the Agent and the Lenders as specified hereunder
shall survive the termination or cancellation of the Commitments or this
Agreement and the making and repayment of the Loans.

         10.2     Governing Law; Consent to Jurisdiction. THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS HAVE BEEN EXECUTED, DELIVERED AND ACCEPTED IN, AND SHALL BE
DEEMED TO HAVE BEEN MADE IN, NORTH CAROLINA AND SHALL BE INTERPRETED, AND THE
RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE
INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NORTH
CAROLINA; PROVIDED THAT EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH
LETTER OF CREDIT OR, IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL
STANDBY PRACTICES OF THE INTERNATIONAL CHAMBER OF COMMERCE AS IN EFFECT FROM
TIME TO TIME (THE "ISP") AND, AS TO MATTERS NOT GOVERNED BY THE ISP, THE
INTERNAL LAWS OF THE STATE OF NORTH CAROLINA (WITHOUT REGARD TO THE CONFLICTS
PROVISIONS THEREOF). AS PART OF THE CONSIDERATION FOR NEW VALUE THIS DAY
RECEIVED, THE BORROWER HEREBY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF ANY
STATE COURT WITHIN MECKLENBURG COUNTY, NORTH CAROLINA OR ANY FEDERAL COURT
LOCATED WITHIN THE WESTERN DISTRICT OF THE STATE OF NORTH CAROLINA FOR ANY
PROCEEDING INSTITUTED HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS, OR
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, OR ANY PROCEEDING TO WHICH THE AGENT, THE ISSUING LENDER, ANY LENDER
OR THE BORROWER IS A PARTY, INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF, OR
IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE ISSUING LENDER, ANY LENDER OR THE
BORROWER. THE BORROWER IRREVOCABLY AGREES TO BE BOUND (SUBJECT TO ANY AVAILABLE
RIGHT OF APPEAL) BY ANY JUDGMENT RENDERED OR RELIEF GRANTED THEREBY AND FURTHER
WAIVES ANY OBJECTION THAT IT MAY HAVE BASED ON LACK OF JURISDICTION OR IMPROPER
VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY SUCH PROCEEDING. THE
BORROWER CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY REGISTERED OR CERTIFIED
MAIL DIRECTED TO


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BORROWER (ATTENTION: GENERAL COUNSEL) AT ITS ADDRESS SET FORTH HEREINBELOW, AND
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL
RECEIPT THEREOF OR FIFTEEN (15) DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS,
PROPER POSTAGE PREPAID AND PROPERLY ADDRESSED. NOTHING IN THIS SECTION SHALL
AFFECT THE RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
AFFECT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING ANY ACTION OR PROCEEDING
AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

         10.3     Arbitration; Remedies.

         (a)      Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any dispute, claim or controversy
arising out of, connected with or relating to this Agreement or any of the Loan
Documents ("Disputes") between or among the Borrower, its Subsidiaries, the
Agent and the Lenders, or any of them, shall be resolved by binding arbitration
as provided herein. Institution of a judicial proceeding by a party does not
waive the right of that party to demand arbitration hereunder. Disputes may
include, without limitation, tort claims, counterclaims, disputes as to whether
a matter is subject to arbitration, claims brought as class actions, claims
arising from documents executed in the future, or claims arising out of or
connected with the transactions contemplated by this Agreement or any of the
Loan Documents. Arbitration shall be conducted under and governed by the
Commercial Financial Disputes Arbitration Rules (the "Arbitration Rules") of the
American Arbitration Association (the "AAA"), as in effect from time to time,
and Title 9 of the U.S. Code, as amended. All arbitration hearings shall be
conducted in Charlotte, North Carolina. A hearing shall begin within ninety (90)
days of demand for arbitration and all hearings shall be concluded within 120
days of demand for arbitration. These time limitations may not be extended
unless a party shows cause for extension and then for no more than a total of
sixty (60) days. The expedited procedures set forth in Rule 51 et seq. of the
Arbitration Rules shall be applicable to claims of less than $1,000,000. All
applicable statutes of limitation shall apply to any Dispute. A judgment upon
the award may be entered in any court having jurisdiction. The panel from which
all arbitrators are selected shall be comprised of licensed attorneys selected
from the Commercial Financial Dispute Arbitration Panel of the AAA. The single
arbitrator selected for expedited procedure shall be a retired judge from the
highest court of general jurisdiction, state or federal, of the state where the
hearing will be conducted, or if such person is not available, the single
arbitrator may be a licensed attorney. Notwithstanding the foregoing, this
arbitration provision does not apply to Disputes under or related to any Swap
Agreement. The parties do not waive applicable federal or state substantive law
except as provided herein.

         (b)      Notwithstanding the preceding binding arbitration provisions,
the Borrower and the Agent, on behalf of the Lenders, agree to preserve, without
diminution, certain remedies, more particularly described below, that any party
hereto may employ or exercise freely, independently or in connection with an
arbitration proceeding or after an arbitration action is brought. The Agent, on
behalf of the Lenders, and the Borrower shall have the right to proceed in any
court of proper jurisdiction or by self-help to exercise or prosecute the
following remedies, as applicable: (i) all rights to foreclose against any
Collateral or other security by exercising a power of sale granted under any
Loan Documents or under applicable law or by


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<PAGE>

judicial foreclosure and sale, including a proceeding to confirm the sale; (ii)
all rights of self-help including peaceful occupation of real property and
collection of rents, setoff, and peaceful possession of personal property; (iii)
obtaining provisional or ancillary remedies including injunctive relief,
sequestration, garnishment, attachment, appointment of receiver and filing an
involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by
confession of judgment. Any claim or controversy with regard to any party's
entitlement to such remedies is a Dispute. Preservation of these remedies does
not limit the power of an arbitrator to grant similar remedies that may be
requested by a party in a Dispute. The parties hereto agree that no party shall
have a remedy of punitive or exemplary damages against any other party in any
Dispute, and each party hereby waives any right or claim to punitive or
exemplary damages that it has now or that may arise in the future in connection
with any Dispute, whether such Dispute is resolved by arbitration or judicially.
The parties acknowledge that by agreeing to binding arbitration they have
irrevocably waived any right they may have to a jury trial with regard to a
Dispute. The Borrower agrees to pay the reasonable fees and expenses of counsel
to the Agent and the Lenders in connection with any Dispute subject to
arbitration as provided herein.

         10.4     Notice. All notices and other communications provided for
hereunder shall be in writing (including facsimile transmission) and mailed,
telecopied or delivered to the party to be notified at the following addresses
(provided, however, that Syndication Agency Services of First Union National
Bank will not receive copies of regular financial reports and the attorneys
listed below will receive neither regular financial reports nor the business
information submitted to the Agent and the Lenders):

         If to Borrower:            Province Healthcare Company
                                    105 Westwood Place, Suite 400
                                    Brentwood, Tennessee  37027
                                    Attention:  Vice President - Finance
                                    Telephone:  (615) 370-1377
                                    Facsimile:  (615) 370-1259

         with a copy (which
         copy shall not
         constitute notice) to:     Waller Lansden Dortch & Davis, PLLC
                                    Nashville City Center
                                    511 Union Street, Suite 2100
                                    Nashville, Tennessee 37219-1760
                                    Attention:  Robert L. Harris
                                    Telephone:  (615) 252-2467
                                    Facsimile:  (615) 244-6804


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<PAGE>

         If to the Agent
         or the Issuing Lender:     First Union National Bank
                                    Charlotte Plaza Building
                                    CP-23
                                    201 South College Street
                                    Charlotte, North Carolina 28288-0680
                                    Attention: Syndication Agency Services
                                    Telephone:  (704) 374-2698
                                    Facsimile: (704) 383-0288

         with a copy to:            First Union National Bank
                                    Healthcare Portfolio Management
                                    301 South College Street, DC-5
                                    Charlotte, North Carolina 28288-0760
                                    Attention: Doug Davis
                                    Telephone: (704) 715-2370
                                    Facsimile: (704) 374-4793

         with a copy to:            Robinson, Bradshaw & Hinson, P.A.
                                    101 North Tryon Street, Suite 1900
                                    Charlotte, North Carolina  28246
                                    Attention:  Stokely G. Caldwell, Jr.
                                    Telephone:  (704) 377-8332
                                    Facsimile:  (704) 378-4000

         If to any Lender:          At the address set forth on its
                                    signature page hereto (or if to any Lender
                                    not a party hereto as of the date hereof, at
                                    the address set forth in its Assignment and
                                    Acceptance).

or in each case to such other address as any party may designate for itself by
like notice to all other parties hereto. All such notices and communications
shall be deemed to have been given (i) if mailed as provided above by any method
other than overnight delivery service, on the third Business Day after deposit
in the mails, postage prepaid, (ii) if transmitted by overnight delivery service
or telecopied, when delivered for overnight delivery or transmitted by
telecopier, respectively, with appropriate confirmation of delivery, or (iii) if
delivered by hand, upon delivery; provided that notices and communications to
the Agent shall not be effective until received by the Agent.

         All wire transfers to the Agent shall be sent to First Union National
Bank, ABA Routing #053000219, to the credit of First Union National Bank,
Charlotte, North Carolina, Acct. #5000000013092, Attn. Joy Auten, unless
otherwise instructed by the Agent.

         10.5     Assignments, Participations.

         (a)      With the prior consent of the Agent and the Borrower (to be
evidenced by its counterexecution of the relevant Assignment and Acceptance),
which consent shall not be


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<PAGE>

unreasonably withheld (except in the case of a Default or Event of Default or an
assignment to a Lender or an Affiliate of a Lender in which case no consent of
the Borrower shall be required), each Lender may assign to one or more other
Persons all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitments, the
outstanding Loans made by it, the Note or Notes held by it and its
participations in Letters of Credit); provided, however, that (i) each such
assignment shall be of an equal, pro rata percentage of such Lender's rights and
obligations (including its Commitments and its End Loaded Lease Commitment)
under this Agreement and the End Loaded Lease Credit Agreement, (ii) except in
the case of an assignment to an Affiliate of such Lender or a Person that,
immediately prior to such assignment, was a Lender, (1) the amount of the
Commitments of such assigning Lender being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to each such assignment) shall in no event be less than the lesser of
(y) the aggregate Commitments of such Lender immediately prior to such
assignment or (z) $5,000,000, and (2) the amount of the Swingline Commitment
being assigned pursuant to any such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than Swingline Commitment, (iii) each such assignment shall be to an
Eligible Assignee, (iv) the parties to each such assignment will execute and
deliver to the Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note or Notes subject to such
assignment, and the assigning Lender or the assignee will pay a nonrefundable
processing fee of $3,000 to the Agent for its own account, and (v) the assignee
shall prepare and deliver to the Agent (for delivery to the Borrower) any forms
and other documents required by SECTION 2.12(D). Upon such execution, delivery,
acceptance and recording of the Assignment and Acceptance, from and after the
effective date specified therein which effective date shall be at least five
Business Days after the execution thereof (unless the Agent shall agree
otherwise), (a) the assignee thereunder shall be deemed a party hereto and, to
the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, shall have the rights and
obligations of the assigning Lender hereunder with respect thereto, and (b) the
assigning Lender shall, to the extent that rights and obligations hereunder have
been assigned by it pursuant to such Assignment and Acceptance, relinquish its
rights (other than rights under the provisions of this Agreement and the other
Loan Documents relating to indemnification or payment of fees, costs and
expenses, to the extent such rights relate solely to the time prior to the
effective date of such Assignment and Acceptance) and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of such assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto). The terms and provisions of each Assignment and Acceptance shall,
upon the effectiveness thereof, be incorporated into and made a part of this
Agreement, and the covenants, agreements and obligations of each Lender set
forth therein shall be deemed made to and for the benefit of the Agent and the
other parties hereto as if set forth at length herein.

         (b)      By executing and delivering an Assignment and Acceptance, the
assigning Lender and the assignee thereunder confirm to and agree with each
other, and with the other parties hereto, as follows: (i) other than as may be
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any other Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
Loan Document or any other


                                      113
<PAGE>

instrument or document furnished hereto or pursuant thereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or any of its Subsidiaries or
the performance or observance by the Borrower or any of its Subsidiaries of any
of their obligations under this Agreement or any other Loan Document or any
other instrument or document furnished pursuant hereto or thereto; (iii) such
assignee has received a copy of this Agreement, together with copies of the
Financial Statements and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Agreement; (iv) such assignee will, independently and without reliance upon the
Agent, the assigning Lender or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee is an Eligible Assignee; (vi) such assignee appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement and the other Loan Documents and any other
instruments and agreements referred to herein or therein, and to exercise such
powers and to perform such duties hereunder and thereunder, as are specifically
delegated to or required of the Agent by the terms hereof or thereof and such
other powers as are reasonably incidental thereto; and (vii) such assignee will
perform in accordance with their terms all of the obligations that by the terms
of this Agreement are required to be performed by it as a Lender.

         (c)      The Agent will maintain a copy of each Assignment and
Acceptance delivered to and accepted by it and a register for the recordation of
the names and addresses of the Lenders and the Commitments of, and principal
amount of the Loans owing to, each Lender from time to time (the "Register").
The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Agent, the Issuing Lender and the
Lenders may treat each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available
for inspection by the Borrower, the Issuing Lender or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

         (d)      Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an assignee and, if required, counterexecuted by the
Borrower, together with any Note or Notes subject to such assignment and the
processing fee referred to in SUBSECTION (A) above, the Agent will, if such
Assignment and Acceptance has been completed and is in substantially the form of
EXHIBIT D, (i) accept such Assignment and Acceptance, (ii) on the effective date
thereof, record the information contained therein in the Register and (iii) give
notice thereof to the Borrower. Within five (5) Business Days after its receipt
of such notice, the Borrower, at its own expense, will execute and deliver to
the Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to
the order of such assignee in an amount equal to the Commitment or Commitments
assumed by it pursuant to such Assignment and Acceptance and, to the extent the
assigning Lender has retained its Commitments hereunder, a new Note or Notes to
the order of the assigning Lender in an amount equal to the Commitment or
Commitments retained by it hereunder. Such new Note or Notes shall be in an
aggregate principal amount equal to the aggregate principal amount of such
surrendered Note or Notes, shall be dated the effective date of such Assignment
and Acceptance and shall otherwise be in substantially the forms of EXHIBITS A-1
and A-2, as appropriate.


                                      114
<PAGE>

         (e)      Each Lender may without the consent of the Borrower, Agent or
any other Lender, sell to one or more other Persons participations in any
portion comprising less than all of its rights and obligations under this
Agreement (including, without limitation, a portion of its Commitments, the
outstanding Loans made by it, the Note or Notes held by it, and its
participations in the Letter of Credit); provided, however, that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible for the performance of such obligations,
(iii) the Borrower, the Issuing Lender, the Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement, (iv) any such
participation shall be in an amount of not less than $5,000,000, (v) no Lender
shall sell any participation that, when taken together with all other
participations, if any, sold by such Lender, covers all of such Lender's rights
and obligations under this Agreement (including, without limitation, all of its
Commitments, the outstanding Loans made by it, the Note or Notes held by it, and
its participations in the Letters of Credit), (vi) each such participation shall
be of an equal, pro rata percentage of such Lender's rights and obligations
(including its Commitments), and (vii) no Lender shall permit any participant to
have any voting rights or any right to control the vote of such Lender with
respect to any amendment, modification, waiver, consent or other action
hereunder or under any other Loan Document (except as to actions that would (x)
reduce or forgive the principal amount of any Loan, reduce the rate of or
forgive any interest thereon, or reduce or forgive any fees or other Credit
Obligations, (y) extend the Revolving Credit Facility Maturity Date or any other
date fixed for the payment of any principal of or interest on any Loan, any fees
or any other Credit Obligations, or (z) increase or extend any Commitment of any
Lender). In the case of a participation, the participant shall not have any
rights under this Agreement or any of the other Loan Documents, the
participant's rights against the granting Lender in respect of such
participation to be those set forth in the participation agreement, and all
amounts payable by the Borrower hereunder shall be determined as if such Lender
had not sold such participation; provided, however, that each such participant
shall have the rights of a Lender for purposes of SECTIONS 2.11(A), 2.11(B),
2.12, 2.13 and 8.2, and shall be entitled to the benefits thereof, to the extent
that the Lender selling such participation would be entitled to such benefits if
the participation had not been sold.

         (f)      With the prior consent of the Required Lenders and the
Borrower, which consent shall not be unreasonably withheld, the Issuing Lender
may assign all, but not less than all, of its rights and obligations as Issuing
Lender under this Agreement, including, without limitation, its commitment to
issue Letters of Credit, to any Eligible Assignee, and upon acceptance of such
assignment, the successor Issuing Lender shall succeed to such rights and
obligations and the assigning Issuing Lender shall be discharged therefrom.

         (g)      The Agent, the Issuing Lender and each Lender may, in
connection with any assignment or participation or proposed assignment or
participation pursuant to this Section, disclose to the assignee or participant,
or proposed assignee or participant, any information relating to the Borrower
and its Subsidiaries furnished to it by or on behalf of any other party hereto,
provided that such assignee or participant or proposed assignee or participant
agrees in writing to the Agent, the Issuing Lender or such Lender, as the case
may be, to keep such information confidential to the same extent required of the
Lenders under SECTION 10.17.


                                      115
<PAGE>

         (h)      Nothing in this Agreement or the other Loan Documents shall
prohibit any Lender or participant from pledging or assigning its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitments, the outstanding Loans made by it and the Note or
Notes held by it, including the Collateral therefor) to any Federal Reserve Bank
in accordance with applicable law.

         10.6     Fees and Expenses. Whether or not the transactions
contemplated by this Agreement shall be consummated, the Borrower shall be
obligated:

         (a)      to pay or reimburse the Agent upon demand and after notice in
accordance with SECTION 10.4 for all reasonable expenses (including, without
limitation, reasonable attorneys' fees, but excluding salaries of the Agent's
regularly employed personnel and overhead) incurred or paid by the Agent in
connection with: (i) the preparation, execution, delivery, interpretation,
modification, amendment or termination of this Agreement or the other Loan
Documents and any amendment, modification or waiver hereof or thereof or consent
with respect hereto or thereto; (ii) upon the occurrence and during the
continuance of any Event of Default, charges for appraisers, examiners,
environmental consultants, auditors or similar Persons whom the Agent may engage
with respect to rendering opinions concerning the financial condition of the
Borrower and its Subsidiaries; (iii) upon the occurrence and during the
continuance of any Event of Default, any commercially reasonable attempt to
inspect, verify, protect, preserve, collect, sell, liquidate or otherwise
dispose of the Collateral or any other assets of the Borrower or any Guarantor;
and (iv) the creation, perfection and maintenance of the perfection of the
Agent's liens upon the Collateral, including, without limitation, lien search,
filing and recording fees;

         (b)      to pay or reimburse the Agent and each Lender upon demand and
after notice in accordance with SECTION 10.4 for all reasonable expenses
(including, without limitation, reasonable attorneys' fees, but excluding
salaries of the Agent's or such Lender's regularly employed personnel and
overhead) incurred or paid by the Agent or such Lender in connection with: (i)
any litigation, contest, dispute, suit or proceeding or action (whether
instituted by the Agent, the Lenders, or any of them, the Borrower or any other
Person) in any way relating to this Agreement or the other Loan Documents (other
than a dispute solely between or among the Lenders or the Lenders and the
Agent); (ii) any enforcement, attempted enforcement or preservation of any of
its rights or remedies under this Agreement or any of the other Loan Documents
against the Borrower or any other Person that may be obligated to the Agent or
such Lender by virtue of this Agreement or the other Loan Documents; and (iii)
any refinancing or restructuring of the credit arrangement provided under this
Agreement in the nature of a "work-out" or in any insolvency or bankruptcy
proceeding or otherwise;

         (c)      to pay and hold the Agent and each Lender harmless from and
against any and all liability and loss with respect to or resulting from the
nonpayment or delayed payment of any and all intangibles, documentary stamp and
other similar taxes, fees and excises, if any, including any interest and
penalties, that may be, or be determined to be, payable in connection with the
transactions contemplated by this Agreement and the other Loan Documents or in
any modification hereof or thereof; and

         (d)      to pay and hold the Agent and each Lender harmless from and
against any and all finder's or brokerage fees and commissions that may be
payable in connection with the


                                      116
<PAGE>

transactions contemplated by this Agreement and the other Loan Documents, other
than any fees or commissions of finders or brokers engaged by the Agent or any
Lender.

         10.7     Indemnification. From and at all times after the date of this
Agreement, and in addition to the costs and expenses payable under SECTION 10.6
and all of the Agent's and the Lenders' other rights and remedies against the
Borrower, the Borrower agrees to indemnify and hold harmless the Agent, the
Issuing Lender and each Lender and each of their respective directors, officers,
employees, agents and Affiliates (each, an "Indemnified Person") against any and
all claims, losses, damages, liabilities, costs and expenses of any kind or
nature whatsoever, including, without limitation, reasonable attorneys' fees,
reasonable costs and expenses (collectively, "Indemnified Costs") that may be
imposed on, incurred by or asserted against any such Indemnified Person from and
after the date hereof as a result of or arising from or in any way relating to
any suit, action or proceeding (including any inquiry or investigation) by any
Person, whether threatened or initiated, asserting a claim for any legal or
equitable remedy under any statute or regulation, including, without limitation,
any federal or state securities laws, or under any common law or equitable cause
or otherwise, arising from or in connection with the negotiation, preparation,
execution, performance or enforcement of this Agreement or the other Loan
Documents or any of the transactions contemplated herein or therein or any
transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Loans or Letters of Credit, and including,
without limitation, Environmental Claims, whether or not such Indemnified Person
is a party to any such action, proceeding or suit or the target of any such
inquiry or investigation; provided, however, that no Indemnified Person shall
have the right to be indemnified hereunder for any Indemnified Costs resulting
from the gross negligence or willful misconduct of such Indemnified Person (as
finally determined by a court of competent jurisdiction or pursuant to
arbitration as set forth in SECTION 10.3) or resulting from any dispute solely
between or among the Lenders or the Lenders and the Agent. Without limiting the
generality of the foregoing, the Indemnified Costs with respect to Environmental
Claims shall include, without limitation, amounts paid in settlement of claims,
all consultant and expert fees and expenses of any Indemnified Person incurred
in connection with any investigation of site conditions, any abatement, cleanup,
remediation, removal or restoration work, or liability for any damages or
injuries of any Person or to land, air, water or other natural resources. All of
the foregoing losses, damages, costs and expenses of any Indemnified Person
shall be payable by the Borrower within thirty (30) days after demand, and shall
be additional Credit Obligations hereunder. In the event that the foregoing
indemnity is unavailable or insufficient to hold each Indemnified Person
harmless, then the Borrower will contribute to amounts paid or payable by such
Indemnified Persons in respect of their losses, claims, damages or liabilities
in such proportions as appropriately reflect the relative benefits received by
and fault of the Borrower and such Indemnified Persons in connection with the
matters as to which such losses, claims, damages or liabilities relate and other
equitable considerations. Any Indemnified Person may submit a claim for
indemnification hereunder by delivering written notice of such claim to the
Borrower and, unless the claimant is the Agent, to the Agent, and such notice
shall describe in reasonable detail the basis for the claim, the amount or
estimated amount of the claim, and such other information as the Borrower or the
Agent shall reasonable request.

         10.8     Amendments, Waivers, Etc. Except as may be otherwise
specifically set forth in this Agreement or the other Loan Documents, neither
this Agreement nor any other Loan Document nor any provision hereof or thereof
may be amended, modified, waived, discharged or


                                      117
<PAGE>

terminated, and no consent to any departure by the Borrower from any provision
hereof or thereof may be given, except in a writing signed by the Required
Lenders (or by the Agent at the direction or with the consent of the Required
Lenders), and then the same shall be effective only in the specific instance and
for the specific purpose for which given; provided, however, that:

         (a)      no such amendment, modification, waiver, discharge,
termination or consent shall, without the consent of each Lender holding Credit
Obligations directly affected thereby, (i) reduce or forgive the principal
amount of, or rate of interest on, any Loan, or reduce or forgive any fees or
other Credit Obligations (other than fees payable to the Agent for its own
account) or any obligations of any Person now or hereafter primarily or
contingently liable with respect to the Credit Obligations or (ii) extend or
postpone any date fixed for any payment of principal, interest (other than
additional interest payable under SECTION 2.6(B) during the continuance of an
Event of Default), fees (other than fees payable to the Agent for its own
account) or any other Credit Obligations (other than a waiver of any mandatory
prepayment provision contained in SECTIONS 2.5(D), 2.5(E) or 2.5(F)) or extend
the expiry date of any Letter of Credit beyond the seventh day prior to the
Revolving Credit Maturity Date;

         (b)      no such amendment, modification, waiver, discharge,
termination or consent shall, without the consent of all Lenders, (i) increase
or extend any Commitment of any Lender or, after the date hereof, the Total
Commitments (it being understood that a waiver of any Default or Event of
Default, if agreed to by the requisite Lenders hereunder, or of any mandatory
reduction in the Total Commitments shall not constitute such an increase), (ii)
change the definition of "Required Lenders" or otherwise change the number or
percentage of Lenders that shall be required for the Lenders or any of them to
take or approve, or direct the Agent to take, any action hereunder, (iii) amend,
modify or waive any of the provisions for extending, or take action to extend,
the term of the Revolving Credit Facility, (iv) affect the obligation of the
Lenders having Revolving Credit Commitments to become L/C Participants, (v)
amend any provision of SECTION 2.16 or this SECTION 10.8, (vi) release all or
substantially all of the Collateral or release any Guarantor from its
obligations under the Guaranty Agreement (except for Permitted Joint Ventures as
expressly contemplated therein or Guarantors with assets with a gross value in
the aggregate of less than $100,000), or (vii) consent to the assignment or
transfer by the Borrower, or by any other Person now or hereafter primarily or
contingently liable with respect to the Credit Obligations, of any of its rights
and obligations under this Agreement or any of the other Loan Documents;

         (c)      no provision relating to the rights or obligations of the
Swingline Lender or the Issuing Lender under this Agreement or any of the other
Loan Documents may be amended, modified or waived without the consent of such
Person; and

         (d)      no provision relating to the rights or obligations of the
Agent under this Agreement or any of the other Loan Documents may be amended,
modified or waived without the consent of the Agent.

         10.9     Rights and Remedies Cumulative, Non-Waiver, Etc. The
enumeration of the Agent's and the Lenders' rights and remedies set forth in
this Agreement and the other Loan Documents is not intended to be exhaustive,
and the exercise by the Agent or any Lender of any right or remedy shall not
preclude the exercise of any other rights or remedies, all of which shall


                                      118
<PAGE>

be cumulative, and shall be in addition to any other right or remedy given
hereunder, under the other Loan Documents or under any other agreement between
the Borrower and the Lenders, or any of them (or the Agent on their behalf), or
that may now or hereafter exist in law or in equity or by suit or otherwise. No
delay or failure to take action on the part of the Agent or any Lender in
exercising any right, power or privilege shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or privilege
preclude other or further exercise thereof or the exercise of any other right,
power or privilege or shall be construed to be a waiver of any Default or Event
of Default. No course of dealing between any of the Borrower and the Agent or
the Lenders or their agents or employees shall be effective to change, modify or
discharge any provision of this Agreement or any other Loan Document or to
constitute a waiver of any Default or Event of Default. No notice to or demand
upon the Borrower in any case shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
right of the Agent or any Lender to exercise any right or remedy or take any
other or further action in any circumstances without notice or demand.

         10.10    Binding Effect, Assignment. All of the terms of this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the
successors and assigns of the Borrower, the Agent, the Issuing Lender and each
Lender; provided, however, that (i) the Borrower may not sell, assign or
transfer this Agreement or any portion hereof or thereof, including, without
limitation, any of its rights, title, interests, remedies, powers and duties
hereunder or thereunder and (ii) any assignees and participants of the Lenders
and any successor Issuing Lender shall have such rights and obligations with
respect to this Agreement and the other Loan Documents as are provided for in
and pursuant to SECTION 10.5.

         10.11    Severability. To the extent any provision of this Agreement is
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

         10.12    Entire Agreement. THIS AGREEMENT AND THE LOAN DOCUMENTS AND
INSTRUMENTS EXECUTED AND DELIVERED CONTEMPORANEOUSLY HEREWITH EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND THERETO RELATING TO
THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS OF SUCH PERSONS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER
HEREOF AND THEREOF. THIS AGREEMENT, THE NOTES, THE OTHER LOAN DOCUMENTS AND THE
INSTRUMENTS AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE AMENDED, SUPPLEMENTED, CONTRADICTED
OR OTHERWISE MODIFIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

         10.13    Interpretation. The captions to the various sections and
SUBSECTIONS of this Agreement have been inserted for convenience only and shall
not limit or affect any of the terms hereof. Unless the context otherwise
requires, words in the singular include the plural and words in the plural
include the singular, and the use of any gender shall be applicable to all
genders.


                                      119
<PAGE>

         10.14    Counterparts; Effectiveness. This Agreement may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which, when so executed and delivered, shall be an
original, but all of which shall together constitute one and the same
instrument.

         10.15    Conflict of Terms. The Exhibits and Schedules hereto and the
other Loan Documents are incorporated in this Agreement by this reference
thereto. Except as otherwise provided in this Agreement and except as otherwise
provided in the other Loan Documents, if any provision contained in this
Agreement is in conflict with, or inconsistent with, any provision of the other
Loan Documents, the provision contained in this Agreement shall control.

         10.16    Injunctive Relief. The Borrower recognizes that in the event
it fails to perform, observe or discharge any of its obligations or liabilities
under this Agreement, any remedy of law may prove to be inadequate relief to the
Agent and the Lenders. The Borrower therefore agrees that the Agent and the
Lenders, if the Agent so requests, shall be entitled to temporary and permanent
injunctive relief without the necessity of proving actual damages in any case
where a remedy at law, in the reasonable good faith opinion of the Required
Lenders, may prove to be inadequate relief.

         10.17    Confidentiality. Each Lender agrees to keep confidential and
not disclose, pursuant to its customary procedures for handling confidential
information of a similar nature and in accordance with safe and sound banking
practices, all nonpublic confidential information provided to it in connection
with this Agreement or any other Loan Document by or on behalf of the Borrower
or any of its Subsidiaries. Any Lender may disclose such information (i) to its
directors, employees and agents and to its auditors, legal counsel and other
professional advisors, (ii) at the demand or request of any bank regulatory
authority, court or other Governmental Authority having or asserting
jurisdiction over such Lender (upon written notice to the Borrower), as may be
required pursuant to subpoena or other legal process, or otherwise in order to
comply with any applicable Requirement of Law (upon written notice to the
Borrower), (iii) in connection with any proceeding to enforce its rights
hereunder, under any other Loan Document or under any Swap Agreement or in any
other litigation or proceeding in connection with the Loan Documents or any Swap
Agreement, (iv) to the Agent or any other Lender, (v) to the extent the same has
become publicly available other than as a result of a breach of this Agreement
by the Lender making the disclosure and (vi) pursuant to and in accordance with
the provisions of SECTION 10.5(G). The Lenders agree to use reasonable efforts
to notify the Borrower within a reasonable period of time prior to any such
disclosure, except no Lender shall be required to notify the Borrower of
disclosures pursuant to a bank examination or audit. Notwithstanding the
foregoing, the Borrower agrees and consents to the Agent's disclosure of
information relating to this transaction to Gold Sheets and other similar bank
trade publications (with the consent of the Borrower, not to be unreasonably
withheld). Such information will consist of deal terms and other information
customarily found in such publications.

         10.18    Effect of Amendment and Restatement. This Agreement amends and
restates the Original Credit Agreement in its entirety; provided, however, that
the provisions of the December 1996 Credit Agreement, the March 1998 Credit
Agreement and the Original Credit Agreement relating to indemnification or
payment of fees, costs and expenses for the benefit of the Agent and the Lenders
(in each case, as defined in the December 1996 Credit Agreement, the


                                      120
<PAGE>

March 1998 Credit Agreement and the Original Credit Agreement, as the case may
be), including, without limitation, the provisions of SECTIONS 2.11(A), 2.11(B),
2.12, 2.13, 2.18(H), 9.7, 10.6 and 10.7 of the December 1996 Credit Agreement,
the March 1998 Credit Agreement and the Original Credit Agreement shall survive
the effectiveness of this Agreement and the amendment and restatement of the
Original Credit Agreement effected hereby; provided, further, however, that the
Original Credit Agreement remains in full force and effect until the Amendment
Effective Date, and the Original Credit Agreement remains in full force and
effect, as amended by this Credit Agreement, after the Amendment Effective Date.
Upon the effectiveness of this Agreement, (i) all outstanding Loans (as defined
in the Original Credit Agreement), if any, shall be deemed to be Revolving
Credit Loans hereunder, shall be evidenced by the Revolving Credit Notes and
shall be entitled to all of the benefits of this Agreement and the other Loan
Documents, and (ii) all other Loan Documents, instruments, certificates,
financial statements and other documents executed or delivered by or on behalf
of the Borrower or any of its Subsidiaries pursuant to the Original Credit
Agreement at any time prior to the effectiveness of this Agreement shall be
deemed to have been executed or delivered pursuant to the Original Credit
Agreement, as amended by this Credit Agreement.


                           [Signature page to follow]


                                      121
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their corporate names by their duly authorized corporate officers as
of the date first above written.

                                   PROVINCE HEALTHCARE COMPANY


                                   By:      /s/ Christopher T. Hannon
                                            -----------------------------------
                                             Name: Christopher T. Hannon
                                             Title: Vice President-Finance


                                   FIRST UNION NATIONAL BANK, AS
                                   ADMINISTRATIVE AGENT AND AS
                                   ISSUING LENDER


                                   By:      /s/ Douglas T. Davis
                                            -----------------------------------
                                            Name:    Douglas T. Davis
                                            Title: Senior Vice President










                             (signatures continued)


<PAGE>



                                      FIRST UNION NATIONAL BANK, AS A LENDER


                                      By:  /s/ Douglas T. Davis
                                           ------------------------------------
                                           Name:  Douglas T. Davis
                                           Title: Senior Vice President


                                      Revolving Credit Commitment:   $28,420,000


                                      Address:

                                      First Union National Bank
                                      Charlotte Plaza Building
                                      CP-23
                                      201 South College Street
                                      Charlotte, North Carolina 28288-0680
                                      Attention: Syndication Agency Services
                                      Telephone: (704) 374-2698
                                      Facsimile: (704) 383-0288

                                      With a copy to:

                                      First Union National Bank
                                      Healthcare Portfolio Management
                                      301 South College Street, DC-5
                                      Charlotte, NC  28288-0760
                                      Attention: Doug Davis
                                      Telephone: (704) 715-2370
                                      Facsimile: (704) 374-4793

                                      Wiring Instructions:

                                      First Union National Bank
                                      Charlotte, North Carolina
                                      ABA Routing #053000219
                                      Acct. # 5000000013092
                                      Attn. Joy Auten



                             (signatures continued)


<PAGE>


                                        BANK OF AMERICA, N.A., AS
                                        SYNDICATION AGENT AND AS A LENDER


                                        By:  /s/ Elizabeth L. Knox
                                             ----------------------------------
                                             Name:  Elizabeth L. Knox
                                             Title: SVP


                                        Revolving Credit Commitment: $28,420,000


                                        Address:

                                        Bank of America, N.A.
                                        414 Union Street, 4th Floor
                                        Nashville, Tennessee  37239
                                        Attention: Elizabeth L. Knox
                                        Telephone: (615) 749-3918
                                        Facsimile: (615) 749-4951

                                        Wiring Instructions:

                                        Bank of America
                                        Tampa, FL
                                        ABA 063100277
                                        Beneficiary: Specialized Loan Support
                                        Account No.: 1366210004025
                                        FFC Province Healthcare #735096


                             (signatures continued)


<PAGE>


                                MERRILL LYNCH CAPITAL
                                CORPORATION, AS CO-DOCUMENTATION
                                AGENT AND AS A LENDER


                                By:  /s/ Sheila McGillicuddy
                                     ----------------------------------
                                     Name:  Sheila McGillicuddy
                                     Title: Vice President


                                Revolving Credit Commitment:   $20,300,000


                                Address:

                                Merrill Lynch Capital Corporation -
                                Loan Syndicates
                                4 World Financial Center - 7th Floor
                                New York, New York 10080
                                Attention: Paul Fox, Portfolio Manager
                                           Carol Feeley, Portfolio Manager
                                Telephone: (212) 449-9579 / 8414
                                Facsimile: (212) 671-4510

                                Wiring Instructions:
                                Bankers Trust
                                New York
                                ABA #:  021-001-033
                                Account Number: 00-878-059
                                Account Name: ML Capital Corp. Loan Syndicates
                                Reference: Province Healthcare Company


                             (signatures continued)

<PAGE>


                                UBS WARBURG LLC, AS CO-DOCUMENTATION AGENT


                                By:      /s/ David A. Judge
                                         --------------------------------------
                                         Name:    David A. Judge
                                         Title:   Managing Director

                                By:      /s/ Oliver O. Trumbo II
                                         --------------------------------------
                                         Name: Oliver O. Trumbo II
                                         Title:   Director




























                             (signatures continued)


<PAGE>


                                UBS AG, STAMFORD BRANCH, AS A LENDER


                                By:   /s/ Wilfred V. Saint
                                      ------------------------------------------
                                      Name:  Wilfred V. Saint
                                      Title: Associate Director Banking Products
                                             Services, US

                                By:   /s/ Lynne B. Alfarone
                                      ------------------------------------------
                                      Name:  Lynne B. Alfarone
                                      Title: Associate Director Banking Products
                                             Services, US



                                Revolving Credit Commitment:       $20,300,000


                                Address:

                                UBS AG, Stamford Branch
                                Banking Products Services
                                677 Washington Boulevard
                                Stamford, Connecticut  06901
                                Attention:  Luke Goldsworthy
                                Telephone:  (203) 719-0481
                                Facsimile:  (203) 719-4176

                                Wiring Instructions:

                                UBS AG, Stamford Branch
                                Stamford, Connecticut
                                ABA# 026007993
                                For further credit to:
                                Banking Products Services
                                101-WA-894001-001
                                Attn: Luke Goldsworthy
                                Reference: Province Healthcare Company



                             (signatures continued)



<PAGE>


                                NATIONAL CITY BANK OF KENTUCKY, AS A LENDER


                                By:      /s/ Roderic M. Brown
                                         ---------------------------------------
                                         Name:  Roderic M. Brown
                                         Title: Senior Vice President


                                Revolving Credit Commitment:       $17,255,000


                                Address:

                                National City Bank of Kentucky
                                101 South 5th Street
                                37th Floor Locator 31-T37M
                                Louisville, Kentucky  40202
                                Attention: Roderic Brown
                                Telephone: (502) 581-4369
                                Facsimile: (502) 581-4424


                                Wiring Instructions:

                                National City Bank of Kentucky
                                Louisville, Kentucky
                                ABA# 083000056
                                For further credit to:
                                Commercial Loan Operations
                                151804
                                Attn: Aysegul Budak
                                Reference: Province Healthcare Company



                             (signatures continued)



<PAGE>


                                U.S. BANK NATIONAL ASSOCIATION
                                (F/K/A/ FIRSTAR BANK, NATIONAL
                                ASSOCIATION), AS A LENDER


                                By:      /s/ Christian E. Stein III
                                         --------------------------------------
                                         Name:  Christian E. Stein III
                                         Title: Vice President


                                Revolving Credit Commitment:       $17,255,000


                                Address:

                                Firstar Bank, National Association
                                One Firstar Plaza
                                SL-TW-11S1
                                7th & Washington
                                St. Louis, Missouri  63101
                                Attention: Alec L. Blanc
                                Telephone: (314) 418-3922
                                Facsimile: (314) 418-8394

                                Wiring Instructions:

                                Firstar Bank, National Association
                                Oshkosh, Wisconsin
                                ABA# 081000210
                                Account Name:  Commercial Exception
                                Account Number: 3811005184
                                Attn: Connie Sweeney
                                Reference: Province Healthcare Company



                             (signatures continued)



<PAGE>


                                 BNP PARIBAS, AS A LENDER


                                 By:      /s/ Brock Harris
                                          --------------------------------------
                                          Name:  Brock Harris
                                          Title: Director

                                 By:      /s/ Joseph D. Catarina
                                          --------------------------------------
                                          Name:  Joseph D. Catarina
                                          Title: Vice President Merchant Banking



                                 Revolving Credit Commitment:       $17,255,000


                                 Address:

                                 BNP Paribas
                                 787 7th Avenue
                                 New York, NY  10019
                                 Attention: Brock Harris
                                 Telephone: (212) 841-2069
                                 Facsimile: (212) 841-2292


                                 Wiring Instructions:

                                 BNP New York
                                 New York, New York
                                 ABA# 026-007-689
                                 Account Name: Loan Servicing Clearing Account
                                 ACCT. No. 10313000103
                                 ATTN: Pedro Rivera
                                 Reference: Province Healthcare Company



                             (signatures continued)


<PAGE>


                                 SUNTRUST BANK, AS A LENDER


                                 By:      /s/ W. Brooks Hubbard
                                          --------------------------------------
                                          Name:  W. Brooks Hubbard
                                          Title: Vice President


                                 Revolving Credit Commitment:       $17,255,000


                                 Address:

                                 SunTrust Bank
                                 201 4th Avenue North
                                 Nashville, Tennessee  37219
                                 Attention: Brooks Hubbard
                                 Telephone: (615) 748-4465
                                 Facsimile: (615) 748-5117

                                 Wiring Instructions:

                                 SunTrust Bank
                                 Nashville, Tennessee
                                 ABA# 064000046
                                 For further credit to:
                                 9191004800
                                 Attn: Leigh Anne Gregory
                                 Reference: Province Healthcare Company



                             (signatures continued)



<PAGE>


                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION, AS A LENDER


                                   By:      /s/ Gregory Hong
                                            ------------------------------------
                                            Name:  Gregory Hong
                                            Title: Duly Authorized Signatory


                                   Revolving Credit Commitment:     $12,180,000


                                   Address:

                                   General Electric Capital Corporation
                                   60 Long Ridge Road
                                   Stamford, CT  06927-5100
                                   Attention: Joice Soendjojo
                                   Telephone: (203) 357-4950
                                   Facsimile: (203) 316-7978

                                   Wiring Instructions:
                                   Bankers Trust
                                   New York, NY  10006
                                   ABA #:  021-001-033
                                   Account Name: SUA3271 - PROVINCE2
                                   Account Number: 50-262-842
                                   Reference: Province Healthcare Company


                             (signatures continued)


<PAGE>


                                   AMSOUTH BANK, AS A LENDER


                                   By:      /s/ T. Grier Powers
                                            ------------------------------------
                                            Name:  T. Grier Powers
                                            Title: Vice President


                                   Revolving Credit Commitment:      $12,180,000


                                   Address:

                                   AmSouth Bank
                                   315 Deadrick Street
                                   NA-0302
                                   Nashville, Tennessee  37237
                                   Attention: Allison H. Jones
                                   Telephone: (615) 736-6634
                                   Facsimile: (615) 748-8480


                                   Wiring Instructions:
                                   AmSouth Bank
                                   Birmingham, Alabama
                                   ABA #: 062-000019
                                   Account Name: Participations-Commercial Loans
                                   Account Number: 001102450400632
                                   Reference: Province Healthcare Company



                             (signatures continued)



<PAGE>




                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   AS A LENDER


                                   By:      /s/ Francis P. Dean
                                            ------------------------------------
                                            Name:   Francis P. Dean
                                            Title:  First Vice Pres.


                                   Revolving Credit Commitment:      $12,180,000


                                   Address:

                                   LaSalle Bank National Association
                                   135 S. LaSalle Street
                                   Suite 826
                                   Chicago, Illinois  60603
                                   Attention: Sarah Rusher
                                   Telephone: (312) 904-6885
                                   Facsimile: (312) 904-6457

                                   Wiring Instructions:
                                   LaSalle Bank N.A.
                                   Chicago, Illinois
                                   ABA #:  071000505
                                   Account Name: Commercial Loan GL
                                   Account Number: 1378018-7300
                                   Reference: Province Healthcare Company