<PAGE>

                                                                 EXHIBIT 10.39



                    FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

      THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of the 30th
day of April, 2004 (this "Amendment"), is made by and between PROVINCE
HEALTHCARE COMPANY, a Delaware corporation (the "Borrower"), the Lenders (as
hereinafter defined) that have executed this Amendment (the "Required Lenders"),
and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent for the Lenders (in such
capacity, the "Agent").

                              BACKGROUND STATEMENT

      A. The Borrower, certain banks and other financial institutions (the
"Lenders"), the Agent, Bank of America, N.A., as Syndication Agent, and UBS
Warburg LLC and Merrill Lynch Capital Corporation, as Documentation Agents, are
parties to a Third Amended and Restated Credit Agreement, dated as of November
13, 2001, as amended by that certain Amendment No. 1 to Certain Operative
Agreements, dated as of March 29, 2002, by that certain Second Amendment to
Credit Agreement and Consent, dated as of March 28, 2003, by that certain Third
Amendment to Credit Agreement and Consent, dated as of May 27, 2003 and by that
certain Fourth Amendment to Credit Agreement, dated as of June 30, 2003 (as
amended, the "Credit Agreement"), providing for the availability of a revolving
credit facility to the Borrower upon the terms and conditions set forth therein.
Capitalized terms used herein without definition shall have the meanings given
to them in the Credit Agreement.

      B. The Borrower has requested that the Credit Agreement be amended (a) to
exclude the net termination obligations of the Borrower under Swap Agreements
from the definition of "Debt" for certain purposes under the Credit Agreement,
and (b) to increase the required ratio of Consolidated Debt to Consolidated
EBITDA as described herein. Such amendments require the consent of the Required
Lenders under Section 10.8 of the Credit Agreement.

      C. The Borrower has also informed the Agent and the Lenders that it
proposes, through its wholly owned subsidiary, PHC-Las Cruces, Inc., a New
Mexico corporation ("PHC - Las Cruces"), to acquire by lease a hospital located
at 2450 South Telshor Boulevard in Las Cruces, New Mexico and related assets
(the "Las Cruces Hospital") for an aggregate Acquisition Amount not to exceed
$165,000,000 (the "Las Cruces Acquisition"). The Las Cruces Acquisition requires
the consent of the Required Lenders under Sections 5.12 and 6.7 of the Credit
Agreement.

      D. The Borrower has also notified the Agent that it will not consummate
the acquisition of a single licensed hospital located in Paris, Texas that was
consented to by the Required Lenders pursuant to that certain Credit Agreement
Consent, dated as of December 5, 2003 (the "Paris, Texas Acquisition Consent"),
between the Borrower, certain Lenders and the Agent, and that the Borrower has
no obligations to Christus St. Joseph's Health System with respect thereto.

      E. The Borrower has also informed the Agent and the Lenders that it seeks
to exclude for certain purposes under the Credit Agreement non-cash asset
impairment charges and

<PAGE>

non-cash losses from sale not exceeding $15,000,000 in the aggregate (the
"Glades Non-Cash Loss") resulting from the proposed sale of Glades General
Hospital to the Health Care District of Palm Beach County scheduled to close on
or about April 30, 2004. The exclusion of the Glades Non-Cash Loss requires the
consent of the Required Lenders under Section 10.8 of the Credit Agreement.

      F. The Borrower has also informed the Agent and the Lenders that it seeks
to extend the deadline for the Havasu Regional Medical Center transactions
approved by the Required Lenders on the terms and subject to the conditions of
the Consent, dated as of October 28, 2003 (the "Havasu Consent"), between the
Borrower, certain Lenders and the Agent, from March 31, 2004 to June 30, 2004.
Such extension requires the consent of the Required Lenders under Section 10.8
of the Credit Agreement.

      G. The Borrower has also informed the Lenders that it seeks to cause
PHC-Eunice, Inc., a Louisiana corporation ("PHC-Eunice"), to contribute
substantially all of the assets of Eunice Community Medical Center (the "Eunice
Hospital") to Eunice Community Medical Center, LLC, a Delaware limited liability
company ("Eunice LLC"), in exchange for at least 70% of the Capital Stock of
Eunice LLC, which will be owned by PHC-Eunice and/or another wholly owned
Subsidiary of the Borrower (the "Contribution Transaction"). The Credit
Agreement does not currently permit the Contribution Transaction, and,
therefore, the consent of the Required Lenders is required under Section 10.8 of
the Credit Agreement.

      H. The Borrower has also informed the Lenders that it seeks to use up to
$40,000,000 to repurchase a portion of the 4-1/4% Subordinated Notes and/or the
4-1/2% Subordinated Notes from the holders thereof. Such repurchase requires the
consent of the Required Lenders under Section 10.8 of the Credit Agreement.

      I. The Required Lenders have agreed to the amendments and consents
described above on the terms and subject to the conditions set forth herein.

                             STATEMENT OF AGREEMENT

      The parties hereto agree as follows:

                                    ARTICLE I

                                   AMENDMENTS

      1.1 Debt Definition. Section 1.1 of the Credit Agreement is hereby amended
by inserting the following sentence at the end of the definition of "Debt":

      "Notwithstanding the foregoing, solely for the purposes of (i) calculating
the financial covenants set forth in Section 6.9 (Consolidated Debt to
Consolidated EBITDA) and 6.10 (Consolidated Senior Debt to Consolidated EBITDA),
(ii) the definition of "Applicable Margin," and (iii) calculating the commitment
fee payable under Section 2.7(b) of the Credit Agreement, "Debt" shall exclude
the net termination obligations of the Borrower and its Subsidiaries under any
Swap Agreement or other interest rate protection or hedging arrangement."

                                       2
<PAGE>

      1.2 Consolidated Debt to Consolidated EBITDA. Article VI of the Credit
Agreement is hereby amended by deleting Section 6.9 thereof in its entirety and
inserting in lieu thereof the following:

            6.9 Consolidated Debt to Consolidated EBITDA. Permit the ratio of
      Consolidated Debt to Consolidated EBITDA to be greater than 4.25 to 1.0 as
      of the end of any fiscal quarter, beginning with the fiscal quarter ending
      June 30, 2004 to and including the fiscal quarter ending December 31,
      2004; to be greater than 4.00 to 1.0 as of the end of the fiscal quarter
      ending March 31, 2005; and to be greater than 3.75 to 1.0 as of the end of
      any fiscal quarter thereafter.

                                   ARTICLE II

                                    CONSENTS

      2.1 Acquisition of Las Cruces Hospital. Subject to the terms and
conditions of this Amendment, the Required Lenders hereby consent to the
consummation of the Las Cruces Acquisition on or prior to July 1, 2004;
provided, that (i) immediately prior to and immediately following the Las Cruces
Acquisition, no Default or Event of Default shall exist and be continuing; (ii)
the Acquisition Amount for the Las Cruces Acquisition shall not exceed
$165,000,000, with no more than $135,000,000 of such Acquisition Amount being
funded by Borrowings under the Credit Agreement; (iii) (w) the Agent shall have
received, at the times required by Sections 5.11 and 5.12 of the Credit
Agreement, the documents required pursuant to Sections 5.11 and 5.12 of the
Credit Agreement with respect to the Las Cruces Acquisition, which documents
shall be in form and substance reasonably satisfactory to the Agent, and the
Agent shall have received such other documents, certificates, opinions and
instruments with respect to the Las Cruces Acquisition as the Agent shall
reasonably request and in form and substance reasonably satisfactory to the
Agent, (x) the projected EBITDA contribution levels with respect to the Las
Cruces Acquisition submitted pursuant to Section 5.12(c)(iii) of the Credit
Agreement shall exceed $17,000,000 per year, (y) the Agent shall have approved
(which approval shall not be withheld unreasonably) the draft or drafts of the
acquisition or other purchase or lease agreement or agreements with respect to
the Las Cruces Acquisition delivered pursuant to Section 5.12(c)(i) of the
Credit Agreement and (z) the Las Cruces Acquisition is consummated pursuant to
the terms of such draft agreements (with such amendments, waivers, replacements
and/or substitutions as are approved by the Agent, which approval shall not be
withheld unreasonably); (iii) since the date of the most recent historical
financial statements delivered to the Agent with respect to the Las Cruces
Acquisition pursuant to Section 5.12(c)(ii) of the Credit Agreement, no material
adverse change shall have occurred in the business, properties, prospects,
operations or condition (financial or otherwise) of Las Cruces Hospital, and no
event, condition or state of facts that could reasonably be expected to have
such a material adverse effect shall have occurred; (iv) the Borrower shall be
in pro forma compliance after giving effect to the Las Cruces Acquisition with
the financial covenants set forth in Sections 6.9 through 6.13 of the Credit
Agreement for the most recent calculation period for which financials statements
are available immediately prior to the date of the Las Cruces Acquisition; and
(v) a Compliance Certificate shall have been delivered to the Agent at the
closing of the Las Cruces Acquisition showing pro forma covenant compliance with
each of the financial covenants set forth in Sections 6.9 through 6.13 of the
Credit Agreement after giving

                                        3
<PAGE>

effect to the Las Cruces Acquisition; and (vi) at the closing of the Las Cruces
Acquisition, the personal property of PHC-Las Cruces, and within 60 days after
the closing of the Las Cruces Acquisition, the leasehold interest in the Realty
of Las Cruces Hospital, shall be pledged to the Agent for the benefit of the
Lenders pursuant to documentation satisfactory to the Agent (including, without
limitation, an accession to the Security Agreement executed by PHC-Las Cruces,
documentation of the type described in Sections 3.1.l(e), (f) and (g) of the
Credit Agreement, and such other Security Documents reasonably required for the
pledge of such personal property and Realty of PHC-Las Cruces).

      Notwithstanding the foregoing, any Capital Expenditures with respect to
Las Cruces Hospital, any assumption of Debt or Liens in connection with the
acquisition of Las Cruces Hospital, and any other post-closing transactions
involving Las Cruces Hospital or the seller thereof shall be subject to the
covenants and provisions of the Credit Agreement (including any required
approvals) at the time of such expenditure, assumption or transaction. This
Consent is limited strictly to the consummation of the Las Cruces Acquisition as
described in the preceding paragraph, and shall not be deemed to be a consent
to, or modification of, any other term or provision of the Credit Agreement or
any other Loan Document or other instrument referred to therein or herein, or of
any transaction or further or future action on the part of the Borrower or any
other Person which would require the consent of the Agent or any of the Lenders
under the Credit Agreement or any such Loan Document or instrument.

      The Borrower and the Required Lenders acknowledge and agree that, with
respect to the Las Cruces Acquisition, a $62,500,000 Acquisition Amount shall be
deemed to exist (and shall apply to reduce the $125,000,000 aggregate
acquisition basket set forth in the definition of "Permitted Acquisition") from
the date hereof until the earlier of (A) notification by the Borrower to the
Agent that the Borrower has determined not to consummate the Las Cruces
Acquisition and has no obligations to the seller with respect thereto (at which
point the consent set forth in this Section 2.1 shall be deemed revoked), or (B)
the closing of the Las Cruces Acquisition, at which point, notwithstanding the
actual Acquisition Amount for the Las Cruces Acquisition, a $62,500,000
Acquisition Amount shall be deemed to apply for all purposes of the Credit
Agreement.

      2.2 Glades Non-Cash Loss. Subject to the terms and conditions of this
Amendment, the Required Lenders hereby consent to the exclusion of the Glades
Non-Cash Loss from the calculation of Consolidated EBITDA (to the extent such
Glades Non-Cash Loss was taken into account for any period in the calculation of
Consolidated Net Income) for purposes of (i) the calculation of the covenants
set forth in Section 6.9 (Consolidated Debt to Consolidated EBITDA), Section
6.10 (Consolidated Senior Debt to Consolidated EBITDA) and Section 6.13 (Fixed
Charge Coverage), (ii) the definition of "Applicable Margin," and (iii) the
calculation of the commitment fee payable under Section 2.7(b) of the Credit
Agreement.

      2.3 Havasu Syndication Transactions. The Required Lenders hereby consent
to extending the deadline for consummating the transactions contemplated by
Section 1.2 of the Havasu Consent from March 31, 2004 to June 30, 2004;
provided, that such transactions are otherwise consummated on the terms and
subject to the conditions set forth in the Havasu Consent.

                                        4
<PAGE>

      2.4 Eunice Community Medical Center. Subject to the terms and conditions
of this Amendment, the Required Lenders hereby consent to (i) the consummation
of the Contribution Transaction on or before September 30, 2004; (ii) the sale
of up to thirty percent (30%) of the Capital Stock of Eunice LLC for Fair Market
Value to licensed physicians on the medical staff of the Eunice Hospital;
provided, that the remaining Capital Stock in Eunice LLC beneficially owned by
PHC-Eunice, the Borrower or any of its Subsidiaries shall be pledged to the
Agent for the benefit of the Lenders pursuant to the Pledge Agreement; (iii) the
classification of Eunice LLC as a Permitted Joint Venture under the Credit
Agreement; provided, that Eunice LLC shall only be classified as a Permitted
Joint Venture so long as it continues to meet all of the requirements of the
definition of Permitted Joint Venture (except that Eunice LLC shall only be
required to have at least 70% of its Capital Stock owned directly by the
Borrower and/or its wholly owned Subsidiaries, instead of at least 85% of such
Capital Stock as required by the definition), subject to the terms of a limited
liability company operating agreement for Eunice LLC in form and substance
reasonably satisfactory to the Agent, and any violation of the foregoing proviso
shall constitute an Event of Default under the Credit Agreement; and (iv) the
exclusion of the Contribution Transaction from the $20,000,000 baskets provided
in Sections 6.2(v), 6.5(iii) and 6.7(m) of the Credit Agreement; provided, that
each consent of the Required Lenders set forth in this Section 2.4 is
conditioned upon (w) the documentation for the transactions described in this
Section 2.4 being in form and substance satisfactory to the Agent (with evidence
of such satisfaction to be provided by the Agent, if so satisfied, to the
Borrower in writing upon the Borrower's request), (x) both immediately before
and immediately after the Contribution Transaction, there being no Default or
Event of Default that has occurred and is continuing, (y) at the times required
by such Sections 5.11 and 5.12 of the Credit Agreement, the Agent shall have
received the documents required pursuant to Sections 5.11 and 5.12 of the Credit
Agreement with respect to the Contribution Transaction and the Agent shall have
received such other documents, certificates, opinions and instruments with
respect to the Contribution Transaction as the Agent shall reasonably request,
and all such documents shall be in form and substance reasonably satisfactory to
the Agent, and (z) the delivery to the Agent at the closing of the Contribution
Transaction of a certificate, signed by the chief executive officer or chief
financial officer of the Borrower, in form and substance satisfactory to the
Agent, certifying that, after giving effect to the Contribution Transaction and
the reduction of EBITDA related to the sale of Capital Stock in Eunice LLC to
physicians on the medical staff of Eunice Hospital, the Borrower is in pro forma
compliance with the financial covenants set forth in Sections 6.9 though 6.13 of
the Credit Agreement for the most recently ended four fiscal quarters
immediately prior to the consummation of the Contribution Transaction, together
with a calculation supporting such pro forma compliance with the financial
covenant set forth in Section 6.11 of the Credit Agreement.

      2.5 Paris, Texas Acquisition Consent Revocation. The Borrower and the
Required Lenders acknowledge and agree that the Paris, Texas Acquisition Consent
is hereby revoked.

      2.6 Repurchase of 4-1/4% and/or 4-1/2% Subordinated Notes. Subject to the
terms and conditions of this Amendment, the Required Lenders hereby consent to
the use by the Borrower of up to $40,000,000 to repurchase a portion of the
4-1/4% Subordinated Notes and/or the 4-1/2% Subordinated Notes from the holders
thereof; provided, that (i) all such repurchases are made on or before December
31, 2004, (ii) (A) all amounts paid in connection with any repurchase of a
portion of the 4-1/4% Subordinated Notes (including principal, premiums and

                                        5
<PAGE>

customary brokerage fees and transaction expenses) do not exceed, in the
aggregate, 102.4286% of the principal amount of such portion of the 4-1/4%
Subordinated Notes so repurchased plus accrued interest thereon to the date of
repurchase, and/or (B) all amounts paid in connection with any repurchase of a
portion of the 4-1/2% Subordinated Notes (including principal, premiums and
customary brokerage fees and transaction expenses) do not exceed, in the
aggregate, 101.80% of the principal amount of such portion of the 4-1/2%
Subordinated Notes so repurchased plus accrued interest thereon to the date of
repurchase, and (iii) both immediately before and immediately after giving
effect to each such repurchase, no Default or Event of Default shall have
occurred and be continuing. The Borrower and the Required Lenders acknowledge
and agree that the consent contained in this Section 2.6 replaces in its
entirety the consent in Section 1.1 of the Havasu Consent and that Section 1.1
of the Havasu Consent shall have no further force or effect after the date
hereof.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      The Borrower hereby represents and warrants as follows:

      3.1 Representations and Warranties. After giving effect to this Amendment,
each of the representations and warranties of the Borrower contained in the
Credit Agreement and in the other Loan Documents is true and correct on and as
of the date hereof with the same effect as if made on and as of the date hereof
(except to the extent any such representation or warranty is expressly stated to
have been made as of a specific date, in which case such representation or
warranty is true and correct as of such date).

      3.2 No Default. After giving effect to this Amendment, no Default or Event
of Default has occurred and is continuing.

      3.3 Enforceability. This Amendment has been duly executed and delivered by
the Borrower and constitutes the Borrower's legal, valid and binding obligation,
enforceable in accordance with its terms, except as such enforceability may be
limited (x) by general principles of equity and conflicts of laws or (y) by
bankruptcy, reorganization, insolvency, moratorium or other laws of general
application relating to or affecting the enforcement, of creditors' rights.

      3.4 No Conflicts. No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental authority
or third party is required in connection with the execution, delivery or
performance by the Borrower of this Amendment.

      3.5 Obligations. The execution and delivery of this Amendment does not
diminish or reduce the Borrower's obligations under the Loan Documents, except
as modified by this Amendment.

      3.6 No Claims. The Borrower has no claims, counterclaims, offsets or
defenses to the Loan Documents and the performance of its obligations
thereunder, or if the Borrower has any such claims, counterclaims, offsets, or
defenses to the Loan Documents or any transaction related to the Loan Documents,
the same are hereby waived, relinquished and released in consideration of the
Required Lenders' execution and delivery of this Amendment.

                                        6
<PAGE>

                                   ARTICLE IV

                           CONDITIONS TO EFFECTIVENESS

      The effectiveness of the amendments to the Credit Agreement and of the
consents set forth in this Amendment is subject to the satisfaction of the
following conditions:

      4.1 Executed Amendment. This Amendment shall have been duly executed and
delivered by the Borrower, the Agent and the Required Lenders and shall be in
full force and effect.

      4.2 Representations and Warranties; Officer's Certificate. The following
shall be true and the Agent shall have received a certificate, signed by the
chief executive officer or chief financial officer of the Borrower, in form and
substance satisfactory to the Agent, certifying that (i) each of the
representations and warranties of the Borrower contained in this Amendment, the
Credit Agreement and the other Loan Documents is true and correct as of the date
of such certificate after giving effect to this Amendment (except to the extent
any such representation or warranty is expressly stated to have been made as of
a specific date, in which case such representation or warranty is true and
correct as of such date), (ii) no Default or Event of Default has occurred and
is continuing after giving effect to this Amendment, and (iii) each of the
conditions set forth in this ARTICLE IV has been satisfied.

      4.3 No Material Adverse Change. No material adverse change shall have
occurred in the business, properties, prospects, operations or condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole,
since December 31, 2003, and no event, condition or state of facts that could
reasonably be expected to have such a material adverse effect shall have
occurred since December 31, 2003.

      4.4 Confirmation. The Agent shall have received a Confirmation of Credit
Documents by each Guarantor of the Obligations, in form and substance
satisfactory to the Agent.

                                    ARTICLE V

                                  MISCELLANEOUS

      5.1 Post-Closing Matters. On or before the date that is 60 days after the
date on which the Las Cruces Acquisition is consummated (or such later date as
the Agent may reasonably agree to if the Borrower and its Subsidiaries are
diligently pursuing such items in good faith), the following matters shall have
been completed:

      (a) A Mortgage for the Realty located at Las Cruces Hospital shall have
been duly authorized, executed and delivered by PHC-Las Cruces, shall have been
recorded, registered and filed in a manner reasonably acceptable to the Agent,
shall be in full force and effect and no Default shall exist thereunder, and the
Agent shall have received a fully executed copy thereof.

      (b) A fixture filing with respect to the fixtures at Las Cruces Hospital,
in form and substance reasonably satisfactory to the Agent, shall have been
filed.

                                        7
<PAGE>

      (c) The Agent, for the benefit of the Lenders, shall have received a
policy of title insurance or a title insurance binder in form and substance
reasonably satisfactory to the Agent, from a title insurance company duly
licensed to do business in New Mexico, selected by the Borrower and reasonably
acceptable to the Agent, in an amount reasonably 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 lien of the Mortgage for Las Cruces Hospital, all
premiums thereon shall have been paid, and such policy shall insure that the
Mortgage for Las Cruces Hospital constitutes a valid, enforceable, first
priority lien on the Realty subject thereto, free and clear from all title
defects and encumbrances whatsoever except for and subject to Permitted Liens,
and only with exceptions for rights of physicians or other healthcare providers
as tenants under written leases of office space in the ordinary course of
business, but specifically excluding ground leases with terms of ten years or
more, and such other exceptions as are reasonably acceptable to the Agent, and
shall include future advance and revolving credit endorsements, a variable rate
endorsement and such other endorsements as the Agent may reasonably request, to
the extent available in New Mexico. Such title insurance policy (or binder, as
the case may be) with respect to the Realty for Las Cruces Hospital may not
contain general survey exceptions except with the Agent's prior written consent.

      (d) The Agent shall have received a metes-and-bounds survey of each tract
or parcel of the Realty of Las Cruces Hospital being encumbered by the lien of
the Mortgage with respect thereto, in form and substance reasonably satisfactory
to the Agent.

      (e) A favorable opinion of Modrall Sperling Roehl Harris & Sisk, P.A., New
Mexico counsel to the Borrower and the Guarantors, with respect to the Security
Documents to be executed by PHC-Las Cruces in connection with this Amendment,
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, shall have
been delivered to the Agent.

      5.2 Effect of Amendment. From and after the effective date of the
amendments to the Credit Agreement set forth herein, all references to the
Credit Agreement set forth in any other Loan Document or other agreement or
instrument shall, unless otherwise specifically provided, be references to the
Credit Agreement as amended by this Amendment and as may be further amended,
modified, restated or supplemented from time to time. This Amendment is limited
as specified and shall not constitute or be deemed to constitute an amendment,
modification, consent or waiver of any provision of the Credit Agreement or of
any other Loan Document except as expressly set forth herein. Except as
expressly amended hereby, the Credit Agreement shall remain in full force and
effect in accordance with its terms.

      5.3 Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of North Carolina (without
regard to the conflicts of law provisions thereof).

      5.4 Expenses. The Borrower agrees to pay upon demand all reasonable
out-of-pocket costs and expenses of the Agent (including, without limitation,
the reasonable fees and expenses of counsel to the Agent) in connection with the
preparation, negotiation, execution and delivery of this Amendment.

                                        8
<PAGE>

      5.5 Severability. To the extent any provision of this Amendment is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining
provisions of this Amendment in any jurisdiction.

      5.6 Successors and Assigns. This Amendment shall be binding upon, inure to
the benefit of and be enforceable by the respective successors and assigns of
the parties hereto.

      5.7 Construction. The headings of the various sections and subsections of
this Amendment have been inserted for convenience only and shall not in any way
affect the meaning or construction of any of the provisions hereof.

      5.8 Counterparts; Effectiveness. This Amendment 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. This Amendment
shall become effective upon the execution and delivery of a counterpart hereof
by the Borrower, the Agent and the Lenders and the satisfaction of the
conditions set forth in ARTICLE IV hereof.

                                        9
<PAGE>

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

                              PROVINCE HEALTHCARE COMPANY

                              By: /s/ Christopher T. Hannon
                                  -------------------------------------------
                                  Name: Christopher T. Hannon
                                  Title: Senior Vice President/Chief Financial
                                         Officer

                              WACHOVIA BANK, NATIONAL
                              ASSOCIATION, as Agent and as Lender

                              By: ______________________________________
                                  Name: Scott Santa Cruz
                                  Title: Director

                                       S-1
<PAGE>

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

                              PROVINCE HEALTHCARE COMPANY

                              By: ____________________________________________
                                  Name: Christopher T. Hannon
                                  Title: Senior Vice President/Chief Financial
                                          Officer

                              WACHOVIA BANK, NATIONAL
                              ASSOCIATION, as Agent and as Lender

                              By: /s/ Scott Santa Cruz
                                  ---------------------------------------
                                  Name: Scott Santa Cruz
                                  Title: Director

                                       S-1
<PAGE>

                              BANK OF AMERICA, N.A., AS A LENDER

                              By: /s/ [ILLEGIBLE]
                                  ------------------------------
                                  Name: [ILLEGIBLE]
                                  Title: AVP

                                       S-2
<PAGE>

                              MERRILL LYNCH CAPITAL
                              CORPORATION, AS A LENDER

                              By: /s/ [ILLEGIBLE]
                                  --------------------------------
                                  Name: [ILLEGIBLE]
                                  Title: VICE PRESIDENT

                                       S-3
<PAGE>

                              NATIONAL CITY BANK OF KENTUCKY, AS
                              A LENDER

                              By: /s/ Deroy  Scott
                                  ------------------------------
                                  Name: Deroy  Scott
                                  Title: Senior Vice President

                                       S-4
<PAGE>

                              SUNTRUST BANK, AS A LENDER

                              By: /s/ W. Brooks Hubbard
                                  ---------------------------------
                                  Name: W. Brooks Hubbard
                                  Title: Director

                                       S-7
<PAGE>

                              LASALLE BANK NATIONAL ASSOCIATION,
                              AS A LENDER

                              By: /s/ [ILLEGIBLE]
                                  ---------------------------
                                  Name: [ILLEGIBLE]
                                  Title: First Vice President

                                      S-10
<PAGE>

                              CREDIT LYONNAIS NEW YORK BRANCH,
                              AS A LENDER

                              By: /s/ Charles Heidsieck
                                  ----------------------------------
                                  Name: Charles Heidsieck
                                  Title: Senior Vice President