<PAGE>

                                                                  Execution Copy



                 AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT


                  AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT, dated as of
March 5, 1998, (this "Amendment No. 1") by and among: The Multicare Companies,
Inc. and certain Subsidiaries identified on the signature pages hereto as
"Borrowers"; the institutions identified on the signature pages hereto as
"Lenders"; Mellon Bank, N.A. as Issuer of Letters of Credit and as
Administrative Agent; Citicorp USA, Inc. as Syndication Agent; First Union
National Bank as Documentation Agent; and NationsBank, N.A. as Syndication
Agent.

                                   Background


                  A Credit Agreement, dated as of October 9, 1997, ("the
Original Credit Agreement") was entered into by and among The Multicare
Companies, Inc. and certain of its Subsidiaries as Borrowers, Mellon Bank, N.A.
as Issuer of Letters of Credit and Administrative Agent, Citicorp USA, Inc. as
Syndication Agent, First Union National Bank as Documentation Agent,
Nationsbank, N.A. as Syndication Agent, and the Lenders and other Agents
identified therein. Terms are used in this Amendment No. 1 as defined in the
Original Credit Agreement unless otherwise specified.

                  The Original Credit Agreement requires, among other things,
(1) that the Borrowers maintain a December 31 fiscal year, (2) that the
Borrowers deliver, among other financial statements, consolidated financial
statements of Genesis and its subsidiaries, which for those purposes, was
defined to include the Borrowers and (3) that certain dispositions be
consummated on or before December 31, 1997. The Borrowers have requested the
Agents and the Lenders to modify the terms of the Original Credit Agreement (a)
to permit the fiscal year of the Borrowers to be changed to September 30, (b) to
replace the requirement that the Borrowers deliver the aforesaid consolidated
financial statements (including the Borrowers) with a requirement that the
Borrowers deliver the financial statements of Genesis and its regularly
consolidated subsidiaries (which currently excludes the Borrowers) and (c) to
extend the date by which the Borrowers' institutional pharmacy business must be
sold. The Agents and the Lenders are willing to so modify the Original Credit
Agreement on the terms and subject to the conditions set forth below.


                  NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows.

<PAGE>

                                    Agreement

            1.    Amendments to Original Credit Agreement. The Original Credit 
Agreement, as of the Amendment No. 1 Effective Date (as defined below), is
amended in each of the following respects.

                  1.1   Excess Cash Flow.  Section 1.5(b)(i) of the Original 
Credit Agreement (Excess Cash Flow) is amended by replacing the date "December
31, 1998" in the second line thereof with the date "September 30, 1998".

                  1.2   Reference to Fiscal Year in Provision Respecting Fee 
Calculation. Section 1.9(a) of the Original Credit Agreement (Commitment Fees)
is amended by replacing the phrase "for the fiscal year ending December 31,
1997" in the sixth line thereof with the phrase "for the fiscal quarter ending
December 31, 1997".

                  1.3   Delivery of Genesis Annual Financial Statements.
Clause (ii) of Section 6.1(a) of the Original Credit Agreement (Annual Financial
Statements) is amended in its entirety to read as follows:

                        (ii) statements of income, cash flows and changes in 
                             stockholders' equity for Genesis and its
                             consolidated Subsidiaries, on a consolidated basis,
                             for such fiscal year and a balance sheet of Genesis
                             and its consolidated Subsidiaries, on a
                             consolidated basis, as of the close of such fiscal
                             year.

                  1.4   Delivery of Genesis Quarterly Financial Statements. 
Clause (ii) of Section 6.1(b) of the Original Credit Agreement (Quarterly
Financial Statements) is amended in its entirety to read as follows:

                        (ii) statements of income, cash flows and changes in 
                             stockholders' equity for Genesis and its
                             consolidated Subsidiaries, on a consolidated basis,
                             for such fiscal quarter, together with the
                             applicable year- to-date statements and a balance
                             sheet of such Persons, on a consolidated basis, as
                             of the end of such fiscal quarter.

                  1.5   Fiscal Year of Borrowers.  The last sentence of Section 
6.4 of the Original Credit Agreement (Maintenance of Records; Fiscal Year) is
amended in its entirety to read as follows: "Each Borrower shall maintain, and
shall cause the Surety to maintain, a fiscal year end of September 30."

                  1.6   Date for Sale of Pharmacy.  Section 6.18 of the Original
Credit Agreement (Certain Dispositions) shall be amended in its entirety to read
as follows:

                                      -2-

<PAGE>

                 The Borrowers shall sell to Genesis and/or one or more of its
            Subsidiaries (other than Surety or Multicare or any Subsidiary of
            either of them) their contract therapy business for a cash purchase
            price of approximately $24,000,000.00 and their institutional
            pharmacy business for a cash purchase price of approximately
            $50,000,000.00, each on terms and conditions satisfactory to the
            Agents. The contract therapy sale shall be consummated on or before
            December 31, 1997 and the institutional pharmacy sale shall be
            consummated on or before June 30, 1998.

                  1.7   Reference to Fiscal Year in Lease Expenditure Provision.
Paragraph (c) of Section 8.7 of the Original Credit Agreement (Leases) is
amended by replacing the date "December 31, 1997" in the fourth line thereof
with the date "September 30, 1997" and by replacing the date "December 31, 1998"
in the sixth line thereof with the date "September 30, 1998".

                  1.8  Reference to Fiscal Year in Capital Expenditure 
Covenant. Section 8.15 of the Original Credit Agreement (Capital Expenditures)
is amended by replacing the date "December 31, 1997" in the fourth line thereof
with the date "September 30, 1997".

                  1.9  Reference to Fiscal Year in Definition of "Applicable 
Margin". The definition of "Applicable Margin" in Section 11.1 of the Original
Credit Agreement (Certain Definitions) is amended by replacing the phrase "for
the fiscal year ended December 31, 1997" in the fourth line thereof with the
phrase "for the fiscal quarter ended December 31, 1997".

                  1.10 Definition of "Genesis Group". The definition of "Genesis
Group" in Section 11.1 of the Original Credit Agreement (Certain Definitions) is
amended in its entirety to read as follows:

                       "Genesis Group" means Genesis and its consolidated 
                  Subsidiaries, provided, however, whether or not the Multicare 
                  Group shall ever be consolidated with Genesis for GAAP 
                  purposes, the "Genesis Group" shall not include the Multicare 
                  Group.


                  2. Representations and Warranties. In order to induce the
Lenders, the Issuer and the Agents to agree to amend the Original Credit
Agreement, each of the Borrowers, jointly and severally, makes the following
representations and warranties, which shall survive the execution and delivery
of this Amendment No. 1:

                                      -3-

<PAGE>

                     (a) The change in the fiscal year of the Borrowers and 
                     Surety was made as of September 30, 1997 such that the
                     fiscal year ending September 30, 1998 will include four
                     full fiscal quarters;

                     (b) No Default or Event of Default has occurred and is
                     continuing or would exist immediately after giving effect
                     to the amendments contained herein; and

                     (c) Each of the representations and warranties set forth in
                     the Credit Agreement is true and correct in all material
                     respects both before and after giving effect to the
                     amendments and transactions contemplated hereby as though
                     each such representation and warranty were made at and as
                     of the date hereof and as of the Amendment No. 1 Effective
                     Date.

                  3. Amendment No. 1 Effective Date. The amendments set forth in
Section 1 above and the waivers set forth in Section 4 below shall be effective 
on the date (the "Amendment No. 1 Effective Date") that each of the following 
conditions is satisfied:

                     3.1  Execution of Amendment. Each of the Borrowers and the 
Required Lenders shall have executed this Amendment No. 1 and the Surety shall
have executed the acknowledgement set forth below.

                     3.2  Other Documents and Information. The Administrative 
Agent shall have received such other documents and information as it shall
reasonably request.

                  4. Waiver. The Lenders waive any default that might have
occurred under those provisions of the Original Credit Agreement amended
pursuant to Section 1 above as a direct result of the failure to sell the
institutional pharmacy business prior to December 31, 1997 or as a direct result
of the change in the fiscal year prior to the Amendment No. 1 Effective Date. In
addition, the Lenders waive any default that might have occurred under the
Original Credit Agreement amended pursuant to Section 1 above as a direct result
of the failure of Multicare to deliver the consolidated financial statements of
Genesis and its consolidated Subsidiaries and Multicare and its consolidated
Subsidiaries (whether or not all such entities are consolidated under GAAP) as
at, and for the period ended, December 31, 1997, so long as the requirements to
deliver the financial statements specified in this Amendment No. 1 are
satisfied. The aforesaid waivers are limited to their express terms and do not
imply (a) any further waiver if the sale is not consummated by June 30, 1998 in
accordance with the terms of the Credit Agreement or (b) any other or future
waivers.

                  5. Counterparts. This Amendment No. 1 may be executed in
counterparts and by different parties hereto in separate counterparts, each of
which, when executed and 

                                      -4-

<PAGE>

delivered, shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same instrument. A photocopied or
facsimile signature shall be deemed to be the functional equivalent of a
manually executed original for all purposes.

                  6.  Ratification. The Original Credit Agreement, as amended by
this Amendment No. 1, and the other Loan Documents are, and shall continue to
be, in full force and effect and are hereby in all respects confirmed, approved
and ratified. Without limiting the generality of the foregoing, the undersigned
Borrowers and Surety, in their capacity as pledgors under the Pledge Agreement,
confirm that the security interest granted pursuant to the Pledge Agreement
continues to secure all of the Obligations (as defined in the Pledge Agreement)
and the undersigned Surety confirms that the Suretyship Agreement continues to
guaranty, and provide a suretyship for, all of the Guaranteed Obligations (as
defined in the Suretyship Agreement).

                  7.  Payment of Expenses. Without limiting other payment
obligations of the Borrowers set forth in the Loan Documents, the Borrowers
hereby, jointly and severally, agree to pay all costs and expenses incurred by
the Administrative Agent in connection with the preparation, execution and
delivery of this Amendment No. 1 and any other documents or instruments which
may be delivered in connection herewith, including, without limitation, the
reasonable fees and expenses of its counsel, Drinker Biddle & Reath LLP.

                  8.  Authorization to Agents. Each Lender hereby authorizes the
Administrative Agent to take such action (including, without limitation, signing
amendments to Loan Documents) as shall be consistent with the purposes hereof
and as it shall deem necessary or appropriate to carry out the purposes of this
Amendment No. 1.

                  9.  Governing Law. This Amendment No. 1 shall be construed in
accordance with, and governed by, the laws of the Commonwealth of Pennsylvania,
without regard to choice of law principles.

                  10. References. From and after the Amendment No. 1 Effective
Date, each reference in the Credit Agreement to "this Agreement", "hereof",
"hereunder" or words of like import, and all references to the Credit Agreement
in any and all Loan Documents, other agreements, instruments, documents,
certificates and writings of every kind and nature, shall be deemed to mean the
Original Credit Agreement as modified and amended by this Amendment No. 1 and as
the same may be further amended, modified or supplemented in accordance with the
terms thereof.

                                      -5-

<PAGE>


            IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
be duly executed as of the date first above written.

                                                    BORROWERS:



                                         THE MULTICARE COMPANIES, INC., a
                                         Delaware corporation



                                         By____________________________________
                                           Name: James V. McKeon
                                           Title: Vice President, Controller
                                                  and Assistant Secretary

                                           Address for notices:
                                           148 West State Street
                                           Kennett Square, PA 19348
                                           Attention: Ira C. Gubernick, Esq.

                                           Telephone: (610) 444-6350
                                           Facsimile: (610) 444-3365

ADS APPLE VALLEY LIMITED 
PARTNERSHIP, a Massachusetts limited                                            
partnership, by: ADS Apple Valley, Inc.
its General Partner
                                          ADS RECUPERATIVE CENTER              
ADS DARTMOUTH GENERAL                     LIMITED PARTNERSHIP, a               
PARTNERSHIP, a Massachusetts general      Massachusetts limited partnership, by
partnership, by ADS Dartmouth ALF, Inc.   ADS Recuperative Center, Inc., its   
and ADS Senior Housing, Inc., its         General Partner   
   General Partners                                                          
                                                                                
ADS HINGHAM LIMITED                       CARE 4, L.P., a Delaware limited      
PARTNERSHIP, a Massachusetts limited      partnership, by Institutional Health 
partnership, by ADS Hingham Nursing       Care Services, Inc., its General      
Facility, Inc., its General Partner       Partner       

                                      -6-

<PAGE>

CARE HAVEN ASSOCIATES LIMITED 
PARTNERSHIP, a West Virginia limited 
partnership, by Glenmark Associates, Inc. 
and GMA Partnership Holding Company,      
Inc., its General Partners                

                  ---------------------
              Initials of Signor          
                                          
CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P., a Delaware limited partnership, by
Health Resources of Cumberland, Inc., its General Partner
                                          
GLENMARK PROPERTIES I, LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc. and GMA Partnership Holding Company, Inc., its
General Partners
                                          
GROTON ASSOCIATES OF CONNECTICUT, L.P., a Delaware limited partnership, by
Health Resources of Groton, Inc., its General Partner
                                          
MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND, L.P., a Delaware limited
partnership, by Health Resources of Middletown (R.I.), Inc., its General Partner
                                          
POINT PLEASANT HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership,
by Glenmark Associates, Inc., its General Partner
                                          
RALEIGH MANOR LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner

Address for notices: 148 West State Street Kennett Square, PA 19348

Attention: Ira C. Gubernick, Esq. Telephone: (610) 444-6350 Facsimile: (610)
444-3365
                                      
ROMNEY HEALTH CARE CENTER LIMITED PARTNERSHIP, a West Virginia limited
partnership, by Glenmark Associates, Inc., its General Partner
                                      
SISTERVILLE HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
                                      
TEAYS VALLEY HAVEN LIMITED PARTNERSHIP, a West Virginia limited partnership, by
Glenmark Associates, Inc., its General Partner
                                      
THE STRAUS GROUP - HOPKINS HOUSE, L.P., a New Jersey limited partnership, by
Encare of Wyncote, Inc., its General Partner
                                      
THE STRAUS GROUP - QUAKERTOWN MANOR, L.P., a New Jersey limited partnership, by
Encare of Quakertown, Inc., its General Partner
                                      
WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P., a Delaware limited partnership, by
Health Resources of Wallingford, Inc., its General Partner
                                                                                
                                      -7-

<PAGE>

WARWICK ASSOCIATES OF RHODE ISLAND, L.P., a Delaware limited partnership, by
Health Resources of Warwick, Inc., its General Partner

By:__________________________ On behalf of each of the foregoing as Vice
President, Controller and Assistant Secretary of the General Partner


HOLLY MANOR ASSOCIATES OF NEW JERSEY, L.P., a Delaware limited partnership, by
Encare of Mendham, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager
                                            
MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P., a Delaware limited partnership, by
Breyut Convalescent Center, L.L.C., its General Partner, by Century Care
Management, Inc., its authorized manager
                                          
POMPTON ASSOCIATES, L.P., a New Jersey limited partnership, by Pompton Corp.,
L.L.C., its General Partner, by Century Care Management, Inc., its authorized
manager

THE STRAUS GROUP - OLD BRIDGE, L.P., a New Jersey limited partnership, by Health
Resources of Emery, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager

THE STRAUS GROUP - RIDGEWOOD, L.P., a New Jersey limited partnership, by Health
Resources of Ridgewood, L.L.C., its General Partner, by Century Care Management,
Inc., its authorized manager

                                      -8-

<PAGE>

                                            
By:__________________________ On behalf of each of the foregoing as Vice
President, Controller and Assistant Secretary of the manager
                                            
                                            
Address for notices: 149 West State Street Kennett Square, PA 19348
                                            
Attention: Ira C. Gubernick, Esq.
                                            
Telephone: (610) 444-6350 
Facsimile: (610) 444-3365
                                            
ACADEMY NURSING HOME, INC., a Massachusetts corporation
                                    
ADS APPLE VALLEY, INC., a Massachusetts corporation
                                    
ADS CONSULTING, INC., a Massachusetts corporation
                                    
ADS DANVERS ALF, INC., a Delaware corporation
                                    
ADS DARTMOUTH ALF, INC., a Delaware corporation
                                    
ADS HINGHAM ALF, INC., a Delaware Corporation
                                    
ADS HINGHAM NURSING FACILITY, INC., a Massachusetts corporation
                                                                                
ADS HOME HEALTH, INC., a Delaware corporation
                                                                                
ADS MANAGEMENT, INC., a Massachusetts corporation
                                                                                
ADS/MULTICARE, INC., a Delaware corporation
                                                                                
ADS RECUPERATIVE CENTER, INC., a Massachusetts corporation
                                                                                
ADS SENIOR HOUSING, INC., a Massachusetts corporation
                                                                                
ADS VILLAGE MANOR, INC., a Massachusetts corporation
                                                                                
ANR, INC., a Delaware corporation
                                                                                
APPLEWOOD HEALTH RESOURCES, INC., a Delaware corporation
                                            
                                            

                                      -9-

<PAGE>

                                                           --------------------
                                                    Initials of Signor

AUTOMATED PROFESSIONAL ACCOUNTS, INC., a West Virginia corporation
                                             
BERKS NURSING HOMES, INC., a Pennsylvania corporation
                                             
BETHEL HEALTH RESOURCES, INC., a Delaware corporation
                                             
BRIGHTWOOD PROPERTY, INC., a West Virginia corporation
                                             
CENTURY CARE CONSTRUCTION, INC., a New Jersey corporation
                                             
CENTURY CARE MANAGEMENT, INC., a Delaware corporation
                                             
CHATEAU VILLAGE HEALTH RESOURCES, INC., a Delaware corporation
                                             
CHG INVESTMENT CORP., INC., a Delaware corporation
                                             
CHNR-1, INC., a Delaware corporation
                                             
COLONIAL HALL HEALTH RESOURCES, INC., a Delaware corporation
                                             
COLONIAL HOUSE HEALTH RESOURCES, INC., a Delaware corporation
                                             
COMPASS HEALTH SERVICES, INC., a West Virginia corporation
                                             
CONCORD HEALTH GROUP, INC., a Delaware corporation
                                             
CONCORD HOME HEALTH, INC., a Pennsylvania corporation
                                   
CONCORD PHARMACY SERVICES, INC., a Pennsylvania corporation
                                   
CONCORD REHAB, INC., a Pennsylvania corporation
                                   
CONCORD SERVICE CORPORATION, a Pennsylvania corporation
                                   
CVNR, INC., a Delaware corporation 
                                   
DELM NURSING, INC., a Pennsylvania corporation
                                   
ELMWOOD HEALTH RESOURCES, INC., a Delaware corporation
                                   
ENCARE OF MASSACHUSETTS, INC., a Delaware corporation
                                   
ENCARE OF PENNYPACK, INC., a Pennsylvania corporation
                                   
ENCARE OF QUAKERTOWN, INC., a Pennsylvania corporation
                                   
ENCARE OF WYNCOTE, INC., a Pennsylvania corporation
                                   
ENR, INC., a Delaware corporation
                                   
GLENMARK ASSOCIATES, INC., a West Virginia corporation
                                   
GMA - BRIGHTWOOD, INC., a West Virginia corporation
                                           
                                                                                
                                      -10-

<PAGE>

                                                            --------------------
                                                              Initials of Signor


GMA CONSTRUCTION, INC., a West Virginia corporation
                                                    
                             
GMA - MADISON, INC., a West Virginia corporation
                                          
                                          
GMA PARTNERSHIP HOLDING COMPANY, INC., a West Virginia corporation
                                          
GMA - UNIONTOWN, INC., a Pennsylvania corporation
                                          
HEALTH RESOURCES OF BROADMAN, INC., a Delaware corporation
                                          
HEALTH RESOURCES OF CEDAR GROVE, INC., a New Jersey corporation
                                          
HEALTH RESOURCES OF COLCHESTER, INC., a Connecticut corporation
                                          
HEALTH RESOURCES OF COLUMBUS, INC., a Delaware corporation
                                          
HEALTH RESOURCES OF CUMBERLAND, INC., a Delaware corporation
                                          
HEALTH RESOURCES OF EATONTOWN, INC., a New Jersey corporation
                                          
HEALTH RESOURCES OF FARMINGTON, INC., a Delaware corporation
                                          
HEALTH RESOURCES OF GARDNER, INC., a Delaware corporation
                                          
HEALTH RESOURCES OF GLASTONBURY, INC., a Connecticut corporation
                                      
HEALTH RESOURCES OF GROTON, INC., a Delaware corporation
                                      
HEALTH RESOURCES OF LAKEVIEW, INC., a New Jersey corporation
                                      
HEALTH RESOURCES OF LEMONT, INC., a Delaware corporation
                                      
HEALTH RESOURCES OF LYNN, INC., a New Jersey corporation
                                      
HEALTH RESOURCES OF KARMENTA AND MADISON, INC., a Delaware corporation
                                      
HEALTH RESOURCES OF MARCELLA, INC., a Delaware corporation
                                      
HEALTH RESOURCES OF MIDDLETOWN (R.I.), INC., a Delaware corporation
                                      
HEALTH RESOURCES OF MORRISTOWN, INC., a New Jersey corporation
                                      
HEALTH RESOURCES OF NORFOLK, INC., a Delaware corporation
                                      
HEALTH RESOURCES OF NORWALK, INC., a Connecticut corporation
                                      
HEALTH RESOURCES OF PENNINGTON, INC., a New Jersey corporation


                                      -11-

<PAGE>                                    

                                                           --------------------
                                                    Initials of Signor       
                                                    
HEALTH RESOURCES OF ROCKVILLE, INC., a Delaware corporation
                                           
HEALTH RESOURCES OF SOUTH BRUNSWICK, INC., a New Jersey corporation
                                           
HEALTH RESOURCES OF TROY HILLS, INC., a New Jersey corporation
                                           
HEALTH RESOURCES OF WALLINGFORD, INC., a Delaware corporation
                                           
HEALTH RESOURCES OF WARWICK, INC., a Delaware corporation
                                           
HEALTHCARE REHAB SYSTEMS, INC., a Pennsylvania corporation
                                           
HORIZON ASSOCIATES, INC., a West Virginia corporation
                                           
HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC., a West Virginia corporation
                                           
HORIZON MOBILE, INC., a West Virginia corporation
                                           
HORIZON REHABILITATION, INC., a West Virginia corporation
                                           
HR OF CHARLESTON, INC., a West Virginia corporation

HRWV Huntington, Inc., a West Virginia corporation

INSTITUTIONAL HEALTH CARE SERVICES, INC., a New Jersey corporation
                                     
LAKEWOOD HEALTH RESOURCES, INC., a Delaware corporation
                                     
LAUREL HEALTH RESOURCES, INC., a Delaware corporation
                                     
LEHIGH NURSING HOMES, INC., a Pennsylvania corporation
                                     
LWNR, INC., a Delaware corporation
                                     
MABRI CONVALESCENT CENTER, INC., a Connecticut corporation
                                     
MARKGLEN, INC., a West Virginia corporation
                                     
MARSHFIELD HEALTH RESOURCES, INC., a Delaware corporation
                                     
MONTGOMERY NURSING HOMES, INC., a Pennsylvania corporation
                                     
MULTICARE AMC, INC., a Delaware Corporation
                                     
MULTICARE HOME HEALTH OF ILLINOIS, INC., a Delaware corporation
                                     
NATIONAL PHARMACY SERVICE, inc., a Pennsylvania corporation
                                     
NURSING AND RETIREMENT CENTER OF THE ANDOVERS, INC., a Massachusetts corporation
                                     

                                      -12-


<PAGE>
                                                            --------------------
                                                              Initials of Signor

PHC OPERATING CORP., a Delaware corporation
                                          
POCAHONTAS CONTINUOUS CARE CENTER, INC., a West Virginia corporation
                                                    
PRESCOTT NURSING HOME, INC., a Massachusetts corporation

PROGRESSIVE REHABILITATION CENTERS, INC., a Delaware corporation
                                          
PROVIDENCE HEALTH CARE, INC., a Delaware corporation
                                          
REST HAVEN NURSING HOME, INC, a West Virginia corporation
                                          
RIDGELAND HEALTH RESOURCES, INC., a Delaware corporation
                                          
RIVER PINES HEALTH RESOURCES, INC., a Delaware corporation
                                          
RIVERSHORES HEALTH RESOURCES, INC., a Delaware corporation
                                          
RLNR, INC., a Delaware corporation
                                          
ROSE HEALTHCARE, INC., a New Jersey corporation
                                          
ROSE VIEW MANOR, INC., a Pennsylvania corporation
                                          
RSNR, INC., a Delaware corporation

RVNR, INC., a Delaware corporation

SENIOR LIVING VENTURES, INC., a Pennsylvania corporation

SCHUYLKILL NURSING HOMES, INC., a Pennsylvania corporation
                                      
SCHUYLKILL PARTNERSHIP ACQUISITION CORP., a Pennsylvania corporation
                                      
SENIOR SOURCE, INC., a Massachusetts corporation
                                      
SNOW VALLEY HEALTH RESOURCES, INC., a Delaware corporation
                                      
SOLOMONT FAMILY FALL RIVER VENTURE, INC., a Massachusetts corporation
                                      
SOLOMONT FAMILY MEDFORD VENTURE, INC., a Massachusetts corporation
                                      
STAFFORD CONVALESCENT CENTER, INC., a Delaware corporation
                                      
S.T.B. INVESTORS, LTD., a New York corporation

                                      -13-


<PAGE>

Address for notices:
148 West State Street
Kennett Square, PA 19348
                                   
Attention: Ira C. Gubernick, Esq.
                                   
Telephone: (610) 444-6350
Facsimile: (610) 444-3365

SVNR, INC., a Delaware corporation

THE ADS GROUP, INC., a Massachusetts corporation

TRI-STATE MOBILE MEDICAL SERVICES, INC., a West Virginia corporation

WESTFORD NURSING AND RETIREMENT CENTER, INC., a Massachusetts corporation

WILLOW MANOR NURSING HOME, INC., a Massachusetts corporation





By:___________________________________
On behalf of each of the foregoing as 
Vice President, Controller and 
Assistant Secretary

                                      -14-


<PAGE>


BREYUT CONVALESCENT CENTER, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
                                         
ENCARE OF MENDHAM, L.L.C., a New Jersey limited liability company, by Century
Care Management, Inc., its authorized manager
                                         
HEALTH RESOURCES OF BRIDGETON, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
                                         
HEALTH RESOURCES OF CINNAMINSON, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
                                         
HEALTH RESOURCES OF CRANBURY, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
                                         
HEALTH RESOURCES OF EMERY, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
                                         
HEALTH RESOURCES OF ENGLEWOOD, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
                                         
HEALTH RESOURCES OF EWING, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager

HEALTH RESOURCES OF FAIR LAWN, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
                                       
HEALTH RESOURCES OF JACKSON, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
                                       
HEALTH RESOURCES OF RIDGEWOOD, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
                                       
HEALTH RESOURCES OF WEST ORANGE, L.L.C., a New Jersey limited liability company,
by Century Care Management, Inc., its authorized manager
                                       
POMPTON CARE, L.L.C., a New Jersey limited liability company, by Century Care
Management, Inc., its authorized manager
                                       
ROEPHEL CONVALESCENT CENTER, L.L.C., a New Jersey limited liability company, by
Century Care Management, Inc., its authorized manager
                                       
                                       
                                       
--------------------
Initials of Signor
                                    
                                                     

                                      -15-
                                           

<PAGE>


                           TOTAL REHABILITATION CENTER, L.L.C., 
                           a New Jersey limited liability corporation, by
                           Century Care Management, Inc., its authorized manager


                           By:_______________________
                           On behalf of each of the foregoing
                           Vice President, Controller
                           and Assistant Secretary of the manager

                           Address for notices:
                           148 West State Street
                           Kennett Square, PA 19348

                           Attention: Ira C. Gubernick, Esq.

                           Telephone: (610) 444-6350
                           Facsimile: (610) 444-3365

                                      -16-
<PAGE>


                                      AGENTS, ISSUER AND LENDERS:
  
                                        MELLON BANK, N.A., as a Lender,
                                        as Issuer and as Administrative Agent


                                        By________________________________
                                          Name:
                                          Title:

                                        Address for notices:

                                          street address:

                                          AIM 199-5220
                                          Mellon Independence Center
                                          701 Market Street
                                          Philadelphia, Pennsylvania 19106

                                        mailing address:

                                          AIM 199-5220
                                          P.O. Box 7899
                                          Philadelphia, Pennsylvania  19101-7899

                                          Attention:  Linda Sigler,
                                          Loan Administration

                                          Telephone:  215-553-4583
                                          Facsimile:  215-553-4789

                                      -17-

<PAGE>

                                        With a copy to

                                          Plymouth Meeting Executive Campus
                                          610 W. Germantown Pike, Suite 200
                                          Plymouth Meeting, Pennsylvania  19462

                                          Attention: Barbara J. Hauswald
                                          Vice President

                                          Telephone:  610-941-8412
                                          Facsimile:  610-941-4136

                                        With a copy for notices
                                        respecting assignments to:

                                          MELLON BANK, N.A.
                                          One Mellon Bank Center
                                          45th Floor
                                          Pittsburgh, PA  15258-0001

                                          Attention:  Dean Hazelton

                                          Telephone:  412-236-0316
                                          Facsimile:  412-234-4612

                                      -18-

<PAGE>




                                              CITICORP USA INC., as a Lender and
                                              as Syndication Agent


                                              By________________________________
                                                Name:
                                                Title:

                                              Address for notices:

                                                399 Park Avenue
                                                8th Floor, Zone 6
                                                New York, NY 10043

                                                Attention:  Margaret A. Brown

                                                Telephone:  212-559-0501
                                                Facsimile:  212-793-0289

                                      -19-

<PAGE>



                                              FIRST UNION NATIONAL BANK, as a 
                                              Lender and as Documentation Agent


                                              By________________________________
                                                Name:
                                                Title:

                                              Address for notices:

                                                One First Union Center TW-5
                                                Charlotte, NC  28288-0735

                                                Attention:  Matt MacIver

                                                Telephone:  704-374-4187
                                                Facsimile:  704-383-9144

                                      -20-

<PAGE>


                                              NATIONSBANK, N.A., as a Lender and
                                              as a             Syndication Agent


                                              By_______________________________
                                                Name:
                                                Title:

                                              Address for notices:

                                                101 North Tryon Street
                                                15th Floor
                                                Charlotte, NC 28255
                                                NC1-001-15-11

                                                Attention:  Jacquetta Banks

                                                Telephone:  704-388-1111
                                                Facsimile:  704-386-8694

                                              With a copy to

                                                100 North Tryon Street
                                                8th Floor
                                                Charlotte, NC 28255
                                                NC1-007-0813

                                                Attention: Scott Ward

                                                Telephone:  704-388-7839
                                                Facsimile:  704-388-6002

                                      -21-

<PAGE>


                                              CORESTATES BANK, N.A.


                                              By:_______________________________
                                                 Name:
                                                 Title:

                                              Address for notices:
       
                                                 CoreStates Bank, N.A.
                                                 1339 Chestnut Street
                                                 F.C. 1-8-3-22
                                                 P.O. Box 7618
                                                 Philadelphia, PA 19101-7618

                                                 Attention:  Jennifer Leibowitz

                                                 Telephone:  (215) 786-3972
                                                 Facsimile:  (215) 973-2738

                                      -22-

<PAGE>


                                              CREDIT LYONNAIS NEW YORK BRANCH


                                              By:______________________________
                                                 Name:
                                                 Title:

                                              Address for notices:

                                                 Credit Lyonnais New York Branch
                                                 1301 Avenue of the Americas
                                                 New York, NY 10019

                                                 Attention:  Evan S. Wasser

                                                 Telephone:  (212) 261-7685
                                                 Facsimile:  (212) 261-3440

                                      -23-

<PAGE>




                                              FLEET NATIONAL BANK 

                                              By:______________________________
                                                 Name:
                                                 Title:

                                              Address for notices:

                                                 Fleet National Bank
                                                 One Federal Street
                                                 MA OF 007B
                                                 Boston, MA 02110

                                                 Attention: Carol Paige

                                                 Telephone:  (617) 346-4619
                                                 Facsimile:  (617) 346-4699

                                      -24-

<PAGE>




                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED


                                        By:_________________________________   
                                           Name:
                                           Title:

                                        Address for notices:

                                           The Industrial Bank of Japan, Limited
                                           1251 Avenue of the Americas
                                           New York, NY 10020

                                           Attention:  Ken Takehisa

                                           Telephone:  (212) 282-3321
                                           Facsimile:  (212) 282-4490

                                      -25-

<PAGE>




                                              NATIONAL WESTMINSTER BANK Plc


                                              By:______________________________ 
                                                 Name:
                                                 Title:

                                              Address for notices:

                                                 National Westminster Bank Plc
                                                 175 Water Street, 26th Floor
                                                 New York, NY 10038

                                                 Attention:  Andrew Weinberg

                                                 Phone:      (212) 602-4438
                                                 Facsimile:  (212) 602-4506

                                               with a copy to:

                                                 Gleacher NatWest Inc.
                                                 660 Madison Avenue, 17th Floor
                                                 New York, NY 10021

                                                 Attention: Field Smith

                                                 Telephone:  (212) 418-4525
                                                 Facsimile:  (212) 418-4598

                                      -26-


<PAGE>




                                              THE SAKURA BANK, LIMITED


                                              By:______________________________ 
                                                 Name:
                                                 Title:

                                              Address for notices:

                                                 The Sakura Bank, Limited
                                                 277 Park Avenue, 45th Floor
                                                 New York, NY 10172

                                                 Attention:  Philip Schubert

                                                 Telephone:  (212) 756-6945
                                                 Facsimile:  (212) 888-7651

                                      -27-



<PAGE>




                                             BANK OF AMERICA NATIONAL
                                             TRUST AND SAVINGS ASSOCIATION


                                             By:______________________________  
                                                Name:
                                                Title:

                                             Address for notices:

                                                Bank of America National Trust
                                                & Savings Associations
                                                555 S. Flower Street, 11th Floor
                                                Los Angeles, CA 90071

                                                Attention: Lucy Nixon

                                                Telephone:  (213) 228-9716
                                                Facsimile:  (213) 228-2756

                                      -28-

<PAGE>



                                              BANQUE PARIBAS


                                             By:______________________________  
                                                Name:
                                                Title:

                                             Address for notices:

                                                Banque Paribas
                                                787 Seventh Avenue
                                                New York, NY 10019

                                                Attention:  David R. Laffey

                                                Telephone:  (212) 841-2216
                                                Facsimile:  (212) 841-2292

                                      -29-


<PAGE>



                                              BANKBOSTON, N.A.


                                             By:______________________________  
                                                Name:
                                                Title:

                                             Address for notices:

                                                BankBoston, N.A.
                                                100 Federal Street, 01-08-06
                                                Boston, MA 02110

                                                Attention: Frank Fama

                                                Telephone:  (617) 434-4144
                                                Facsimile:  (617) 434-0819

                                      -30-

<PAGE>




                                              THE BANK OF NEW YORK


                                              By:______________________________ 
                                                 Name:
                                                 Title:

                                              Address for notices:

                                                 The Bank of New York
                                                 One Wall Street, 21st Floor
                                                 New York, NY 10286

                                                 Attention:  Walter C. Parelli

                                                 Telephone:  (212) 635-6820
                                                 Facsimile:  (212) 635-7970

                                      -31-


<PAGE>




                                     BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                     By:____________________________________
                                        Name:
                                        Title:

                                     Address for notices:

                                         Bank of Tokyo-Mitsubishi Trust Company
                                         1251 Avenue of the Americas, 12th Floor
                                         New York, NY  10020-1104

                                         Attention: Ned Komar

                                         Telephone:  (212) 782-4584
                                         Facsimile:  (212) 782-4935

                                      -32-


<PAGE>



                                          CRESTAR BANK


                                          By:______________________________    
                                              
                                             Name:
                                             Title:

                                          Address for notices:

                                             Crestar Bank
                                             120 E. Baltimore Street, 25th Floor
                                             Baltimore, MD 21202

                                          Attention:  Leesa McShane

                                             Telephone:  (410) 986-1672
                                             Facsimile:  (410) 986-1670

                                      -33-

<PAGE>




                                             DRESDNER BANK AG, NEW YORK
                                             BRANCH AND GRAND CAYMAN BRANCH


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:



                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                Dresdner Bank AG, New York
                                                75 Wall Street, 25th Floor
                                                New York, NY  10005-2889

                                                Attention:  Felix K. Camacho

                                                Telephone:  (212) 429-3007
                                                Facsimile:  (212) 429-2129

                                      -34-


<PAGE>




                                             FINOVA CAPITAL CORPORATION


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                Finova Capital Corporation
                                                311 S. Wacker, Suite 4400
                                                Chicago, IL  60606

                                                Attention:  Brian Williamson

                                                Telephone:  (312) 294-4175
                                                Facsimile:  (312) 322-3553

                                      -35-


<PAGE>




                                             KEY CORPORATE CAPITAL INC.


                                             By:______________________________ 
                                                Name: Angela Mago
                                                Title: Vice President

                                             Address for notices:

                                                Key Corporate Capital Inc.
                                                c/o Key Bank, N.A.
                                                127 Public Square
                                                Cleveland, OH 44114

                                                Attention: Angela Mago
                                                OH-01-27-0605

                                                Telephone:  (216) 689-3247
                                                Facsimile:  (216) 689-5970

                                      -36-

<PAGE>



                                             FIRST NATIONAL BANK OF MARYLAND


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                First National Bank of Maryland
                                                25 S. Charles Street, 18th Floor
                                                Baltimore, MD 21201

                                                Attention:  Robert H. Hauver

                                                Telephone:  (410) 244-4246
                                                Facsimile:  (410) 244-4388

                                      -37-
<PAGE>




                                             NATEXIS BANQUE BFCE


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                Natexis Banque BFCE
                                                645 Fifth Avenue, 20th Floor
                                                New York, NY 10022

                                                Attention:  Frank Madden

                                                Telephone:  (212) 872-5180
                                                Facsimile:  (212) 872-5045

                                      -38-

<PAGE>




                                           NATIONAL CITY BANK OF PENNSYLVANIA


                                           By:______________________________   
                                              Name:
                                              Title:

                                           Address for notices:

                                              National City Bank of Pennsylvania
                                              20 Stanwix Street, 46-25-191
                                              Pittsburgh, PA 15222
                                              Loc. 46-25-191

                                              Attention:  Debra W. Riefner
                                              Telephone:  (412) 644-8880
                                              Facsimile:  (412) 471-4883

                                      -39-

<PAGE>




                                             THE SANWA BANK, LIMITED


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                The Sanwa Bank, Limited
                                                55 E. 52nd Street
                                                New York, NY 10055

                                                Attention:  Christian Kambour

                                                Telephone:  (212) 339-6232
                                                Facsimile:  (212) 754-1304

                                      -40-


<PAGE>




                                             THE SUMITOMO BANK, LIMITED


                                             By:______________________________ 
                                                Name:
                                                Title:


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                The Sumitomo Bank, Limited
                                                One Liberty Place
                                                1650 Market Street, Suite 2860
                                                Philadelphia, PA 19103

                                                Attention:  J. Wade Bell

                                                Telephone:  (215) 636-4440
                                                Facsimile:  (215) 636-4446

                                      -41-


<PAGE>



                                  SUMMIT BANK


                                  By:__________________________________________
                                     Name:  James P. Andersen
                                     Title:  Vice President and Regional Manager

                                  Address for notices:

                                     Summit Bank
                                     250 Moore Street, 2nd Floor
                                     Hackensack, NJ 07601

                                     Attention:  Christine Clausen

                                     Telephone:  (201) 646-5080
                                     Facsimile:  (201) 646-9497

                                      -42-

<PAGE>




                                          THE DAI-ICHI KANGYO BANK, LTD.


                                          By:______________________________    
                                             Name:
                                             Title:

                                          Address for notices:

                                             The Dai-Ichi Kangyo Bank, Ltd.
                                             One World Trade Center, 48th Floor
                                             New York, NY 10048

                                             Attention:  Takayuki Kumagai

                                             Telephone:  (212) 432-6651
                                             Facsimile:  (212) 488-8955

                                      -43-

<PAGE>




                                        CREDITANSTALT CORPORATE FINANCE, INC.


                                        By:______________________________      
                                           Name:
                                           Title:


                                        By:______________________________      
                                           Name:
                                           Title:

                                           Address for notices:

                                           Creditanstalt Corporate Finance, Inc.
                                           Two Greenwich Plaza
                                           Greenwich, CT 06830

                                           Attention:  Fiona McKone

                                           Telephone:  (203) 861-6590
                                           Facsimile:  (203) 861-0297

                                      -44-


<PAGE>




                                             CREDIT SUISSE FIRST BOSTON


                                             By:______________________________ 
                                                Name:
                                                Title:


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                Credit Suisse First Boston
                                                11 Madison Avenue
                                                New York, NY 10010

                                                Attention:  Robert B. Potter

                                                Telephone:  (212) 325-9154
                                                Facsimile:  (212) 325-8319

                                      -45-


<PAGE>




                                             FIRST NATIONAL BANK OF CHICAGO


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                First National Bank of Chicago
                                                1 First National Plaza
                                                Chicago, IL 60670

                                                Attention:  Tom Harkless

                                                Telephone:  (312) 732-2478
                                                Facsimile:  (312) 732-2016

                                      -46-

<PAGE>




                                             SCOTIABANC, INC.


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                ScotiaBanc, Inc.
                                                600 Peachtree Street NE
                                                Suite 2700
                                                Atlanta, GA 30308

                                                Attention:  Dana Maloney

                                                Telephone:  (404) 877-1524
                                                Facsimile:  (404) 888-8998

                                      -47-



<PAGE>




                                             CIBC INC.


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                CIBC Inc.
                                                425 Lexington Avenue, 8th Floor
                                                New York, NY 10025

                                                Attention:  Judith Kirshner
 
                                                Telephone:  (212) 856-4157
                                                Facsimile:  (212) 856-2991

                                      -48-



<PAGE>




                                             AMSOUTH BANK


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                                AmSouth Bank
                                                1900 5th Ave. N. AST7FL
                                                Birmingham, AL  35203

                                                Attention: Ken DiFatta

                                                Telephone:  (205) 801-0358
                                                Facsimile:  (205) 326-4790

                                      -49-


<PAGE>




                                  PFL LIFE INSURANCE COMPANY


                                  By:__________________________________________
                                     Name:
                                     Title:

                                  Address for notices:

                                     PFL Life Insurance Company
                                     c/o Aegon USA Investment Management, Inc.
                                     4333 Edgewood Road, NE
                                     Cedar Rapids, IA 52499

                                     Attention:  John Bailey, Securities Analyst

                                     Telephone:  (319) 369-2811
                                     Facsimile:  (319) 369-2666


                                      -50-
<PAGE>




                                PEOPLES INTERNAL BOND FUND


                                By:______________________________              
                                   Name:
                                   Title:

                                Address for notices:

                                   Peoples Internal Bond Fund
                                   c/o Aegon USA Investment Management, Inc.
                                   4333 Edgewood Road, NE
                                   Cedar Rapids, IA 52499


                                   Attention:  John Bailey, Securities Analyst

                                   Telephone:  (319) 369-2811
                                   Facsimile:  (319) 369-2666


                                   Payment Advice
                                   --------------
                                   Attention:  Securities Processing
                                   Peoples Internal Bond Fund
                                   c/o AEGON USA Investment Management, Inc.
                                   400 W. Market Street
                                   Louisville, KY  40202
                                   Fax Number:  (502) 560-2068

                                      -51-

<PAGE>




                                     FLOATING RATE PORTFOLIO
                                     By:  Chancellor LGT Senior Secured
                                     Management, Inc., as attorney in fact



                                     By:______________________________         
                                        Christopher A. Bondy, Vice President

                                     Address for notices:

                                        Floating Rate Portfolio
                                        c/o Chancellor LGT Senior Secured
                                        Management, Inc.
                                        1166 Avenue of the Americas, 27th Floor
                                        New York, NY 10036

                                        Attention:  Christopher A. Bondy

                                        Telephone:  (212) 278-9673
                                        Facsimile:  (212) 278-9619

                                      -52-

<PAGE>




                                           PRIME INCOME TRUST


                                           By:______________________________   
                                              Name:
                                              Title:

                                           Address for notices:

                                              Prime Income Trust
                                              c/o Dean Witter Intercapital, Inc.
                                              72nd Floor
                                              Two World Trade Center
                                              New York, NY 10048

                                              Attention:  Louis A. Pistecchia

                                              Telephone:  (212) 392-5845
                                              Facsimile:  (212) 392-5345

                                      -53-
<PAGE>




                                            DEEPROCK & COMPANY
                                            By: Eaton Vance Management
                                            as Investment Advisor


                                            By:______________________________  
                                               Name:
                                               Title:

                                            Address for notices:

                                               State Street Bank & Trust Company
                                               Corporate Trust Division
                                               One Enterprise Drive
                                               North Quincy, MA  02171
                                               Attention:  Patrick McEnroe
                                               Telephone:  (617) 664-5367
                                               Facsimile:  (617) 664-5366

                                               Eaton Vance Management
                                               Attention:  Prime Rate Reserves
                                               24 Federal Street, 6th Floor
                                               Boston, MA  02110
                                               Attention:  Payson Swaffield
                                               Telephone:   (617) 654-8486
                                               Telecopier:  (617) 695-9594
                                               Reference:

                                      -54-

<PAGE>




                                       ING HIGH INCOME PRINCIPAL
                                       PRESERVATION OFFERING, L.P.


                                       By:______________________________       
                                          Name:
                                          Title:

                                       Address for notices:

                                          Ing High Income Principal Preservation
                                          Offering, L.P.
                                          c/o Ing Capital Advisors, Inc.
                                          333 S. Grand Avenue, Suite 4250
                                          Los Angeles, CA 90071

                                          Attention:  Kathleen Lenarcic

                                          Telephone:  (213) 346-3971
                                          Facsimile:  (213) 346-3995

                                      -55-

<PAGE>




                                MASSACHUSETTS MUTUAL LIFE INSURANCE CO.


                                By:____________________________________        
                                   Name:
                                   Title:

                                Address for notices:

                                   Massachusetts Mutual Life Insurance Co.
                                   1295 State Street
                                   Springfield, MA 01111

                                   Attention:  John Wheeler, Managing Director

                                   Telephone:  (413) 744-6228
                                   Facsimile:  (413) 744-6127

                                      -56-



<PAGE>




                                MERRILL LYNCH SENIOR FLOATING
                                RATE FUND, INC.

                                By:  Merrill Lynch Asset Management,
                                L.P., as Investment Advisor


                                By:______________________________              
                                   Name:
                                   Title:

                                Address for notices:

                                   Merrill Lynch Senior Floating Rate Fund, Inc.
                                   c/o Merrill Lynch Asset Management
                                   800 Scudders Mill Road - Area 1B
                                   Plainsboro, NJ 08536

                                   Attention:  Douglas Henderson

                                   Telephone:  (609) 282-2059
                                   Facsimile:  (609) 282-2550

                                      -57


<PAGE>


                                        METROPOLITAN LIFE INSURANCE COMPANY


                                        By:______________________________      
                                           Name:
                                           Title:

                                        Address for notices:

                                           Metropolitan Life Insurance Company
                                           334 Madison Avenue
                                           Convent Station, NJ 07961-0633

                                           Attention:  James Dingler
                                           Asst. Vice President

                                           Telephone:  (201) 254-3206
                                           Facsimile:  (201) 254-3050

                                      -58-
<PAGE>




                                        THE NORTHWESTERN MUTUAL LIFE
                                        INSURANCE COMPANY


                                        By:______________________________      
                                           Name:
                                           Title:

                                        Address for notices:

                                        The Northwestern Mutual Life Insurance
                                        Company
                                        720 E. Wisconsin Avenue
                                        Milwaukee, WI 53202

                                        Attention:  David A. Barras
                                        Associate Director

                                        Telephone:  (414) 299-1618
                                        Facsimile:  (414) 299-7124

                                      -59-

<PAGE>




                                      NEW YORK LIFE INSURANCE
                                      AND ANNUITY CORPORATION
                                      By:  New York Life Insurance Company


                                      By:______________________________        
                                         Name:
                                         Title:

                                      Address for notices:

                                         New York Life Insurance and Annuity
                                         Corporation
                                         c/o New York Life Insurance Company
                                         51 Madison Avenue, Room 206
                                         New York, NY 10010

                                         Attention:  Elise Chowdhry

                                         Telephone:  (212) 576-7830
                                         Facsimile:  (212) 447-4122

                                      -60-

<PAGE>




                                     OAK HILL SECURITIES FUND, L.P.

                                     By:  Oak Hill Securities GenPar, L.P.,
                                          Its General Partner


                                     By:  Oak Hill Securities MGP, Inc.,
                                          Its General Partner



                                     By:______________________________         
                                        Name:
                                        Title:

                                     Address for notices:

                                        Oak Hill Securities Fund, L.P.
                                        c/o Oak Hill Partners, Inc.
                                        65 East 55th Street - 32nd Floor
                                        New York, NY 10022

                                        Attention:  Scott Krase, Vice President

                                        Telephone:  (212) 326-1551
                                        Facsimile:  (212) 593-3596

                                      -61-

<PAGE>




                                  OCTAGON CREDIT INVESTORS LOAN
                                  PORTFOLIO (A Unit of The Chase Manhattan Bank)


                                  By:__________________________________________
                                     Name:
                                     Title:

                                  Address for notices:

                                     Octagon Credit Investors Loan Portfolio
                                     (A Unit of The Chase Manhattan Bank)
                                     c/o Octagon Credit Investors
                                     380 Madison Avenue, 12th Floor
                                     New York, NY 10017

                                     Attention:  James P. Ferguson
                                     Managing Director

                                     Telephone:  (212) 622-3070
                                     Facsimile:  (212) 622-3797

                                      -62-

<PAGE>




                                           PARIBAS CAPITAL FUNDING LLC
          
          
                                           By:______________________________   
                                              Name:
                                              Title:
          
                                           Address for notices:
          
                                              Paribas Capital Funding LLC
                                              787 Seventh Avenue, 32nd Floor
                                              New York, NY 10019
          
                                              Attention:  Michael Weinberg
          
                                              Telephone:  (212) 841-2544
                                              Facsimile:  (212) 841-2144
          
                                           with a copy to:
          
          
                                              State Street Bank & Trust Co.
                                              Corporate Trust Dept.
                                              Attn: Richard Wagman
                                                    Amy Molisse
                                              Phone: (617) 664-5410
                                              Fax: (617) 664-5366(67)(68)
          
                                      -63-

<PAGE>




                            PILGRIM AMERICA PRIME RATE TRUST


                            By:______________________________                  
                               Name:
                               Title:

                            Address for notices:

                               Pilgrim America Prime Rate Trust
                               c/o Pilgrim America Investments, Inc.
                               Two Renaissance Square
                               40 North Central Avenue, Suite 1200
                               Phoenix, AZ 85004-3444

                               Attention:  Michael Bacevich, Vice President

                               Telephone:  (602) 417-8258
                               Facsimile:  (602) 417-8327

                                      -64-

<PAGE>




                                  ROYALTON COMPANY
                                  By:  Pacific Investment Management
                                  Company, as its Investment Advisor


                                  By:______________________________            
                                     Name:
                                     Title:

                                  Address for notices:

                                     Royalton Company
                                     c/o Pacific Investment Management Co.
                                     840 Newport Center Drive
                                     Newport Beach, CA  92658

                                     Attention:  Richard Weil/Raymond Kennedy

                                     Telephone:  (714) 717-7213 (Richard)
                                                 (714) 717-7363 (Raymond)
                                     Facsimile:  (714) 717-7076

                                      -65-
          
<PAGE>
          
          
          
          
                                 NORTHERN LIFE INSURANCE COMPANY


                                 By:______________________________             
                                    Name:
                                    Title:

                                 Address for notices:

                                    Northern Life Insurance Company
                                    c/o Reliastar Investment Research, Inc.
                                    100 Washington Avenue South, Suite 800
                                    Minneapolis, MN  55401-2121

                                    Attention:  Tim Warrick, Vice President

                                    Telephone:  (612) 372-5258
                                    Facsimile:  (612) 372-5368

                                      -66-
<PAGE>



                                            KZH - SOLEIL CORPORATION


                                            By:______________________________ 
                                               Name:
                                               Title:

                                            Address for notices:

                                               KZH - Soleil Corporation
                                               c/o The Chase Manhattan Bank
                                               450 West 33rd Street - 15th Floor
                                               New York, NY 10001

                                               Attention:  Virginia Conway

                                               Telephone:  (212) 946-7575
                                               Facsimile:  (212) 946-7776

                                      -67-


<PAGE>




                                            KZH HOLDING CORPORATION III


                                            By:______________________________ 
                                               Name:
                                               Title:

                                            Address for notices:

                                               KZH Holding Corporation III
                                               c/o The Chase Manhattan Bank
                                               450 West 33rd Street - 15th Floor
                                               New York, NY 10001

                                               Attention:  Virginia Conway

                                               Telephone:  (212) 946-7575
                                               Facsimile:  (212) 946-7776

                                      -68-

<PAGE>




                                            KZH-CRESCENT CORPORATION


                                            By:______________________________ 
                                               Name:
                                               Title:

                                            Address for notices:
                                               KZH-Crescent Corporation
                                               c/o The Chase Manhattan Bank
                                               450 West 33rd Street - 15th Floor
                                               New York, NY 10001

                                               Attention:  Virginia Conway

                                               Telephone:  (212) 946-7575
                                               Facsimile:  (212) 946-7776

                                      -69-

<PAGE>




                                            VAN KAMPEN AMERICAN CAPITAL
                                            PRIME RATE INCOME TRUST


                                            By:______________________________  
                                               Name:
                                               Title:

                                            VAN KAMPEN CLO I, LIMITED
                                            by: Van Kampen American Capital
                                            Management, Inc., as Collateral
                                            Manager, as Assignee


                                            By:______________________________  
                                               Name:
                                               Title:

                                            Address for notices:

                                               Van Kampen American Capital
                                               One Parkview Plaza
                                               Oakbrook Terrace, IL 60181

                                               Attention: Jeffrey Maillet

                                               Telephone: (630) 684-6438
                                               Facsimile: (630) 684-6740 or 6741

                                      -70-

<PAGE>




                            CONTINENTAL ASSURANCE COMPANY
                            Separate Account (E)
                            By: TCW Asset Management Company as attorney-in-fact


                            By:________________________________________________
                               Name:
                               Title:

                            Address for notices:

                            By:________________________________________________
                               Name: Mark L. Gold
                               Title:  Managing Director

                            Address for notices:

                               Continental Assurance Company
                               c/o TCW Asset Management Company
                               200 Park Avenue, Suite 2200
                               New York, NY 10166-0228

                               Attention:  Mark L. Gold/Justin L. Driscoll

                               Telephone: (212) 297-4137
                               Facsimile: (212) 297-4159


                                      -71-
<PAGE>




                                      CIBC INC.




                                     By:______________________________         
                                        Name:
                                        Title:

                                     Address for notices:

                                        CIBC Inc.
                                        c/o Canadian Imperial Bank of Commerce
                                        425 Lexington Avenue, 7th Floor
                                        New York, NY 10025

                                        Attention:  William Swenson

                                        Telephone:  (212) 856-3935
                                        Facsimile:  (212) 856-3799

                                      -72-
<PAGE>




                                             MORGAN STANLEY SENIOR FUNDING, INC.


                                             By:______________________________ 
                                                Name:
                                                Title:

                                             Address for notices:

                                             MORGAN STANLEY SENIOR FUNDING, INC.
                                             1585 Broadway, 10th Floor
                                             New York, New York  10036

                                             Attention:  James Morgan

                                             Telephone:  (212) 761-4866
                                             Facsimile:  (212) 761-0592

                                      -73-

<PAGE>




                                             CRESCENT/MACH I PARTNERS, L.P.
                                             by: TCW Asset Management Company,
                                             its Investment Manager


                                            By:______________________________  
                                               Name:
                                               Title:

                                            Address for notices:

                                               Crescent/Mach I Partners L.P.
                                               c/o State Street Bank & Trust Co.
                                               Two International Place
                                               Boston, MA 02110

                                               Attention:  Jackie Kilroy

                                               Telephone:  (617) 664-5477
                                               Facsimile:  (617) 664-5366

                                               PLEASE COPY RATE SET NOTICE TO:
                                               -------------------------------
                                               Mark L. Gold/Justin L. Driscoll
                                               Trust Company of the West
                                               200 Park Avenue
                                               New York, NY 10166
 
                                               Telephone:  (212) 297-4137
                                               Fax: (212) 297-4159

                                      -74-
<PAGE>




PHADMIN:68311



                                          NEW YORK LIFE INSURANCE COMPANY


                                         By:______________________________     
                                            Name:
                                            Title:

                                         Address for notices:

                                            New York Life Insurance and
                                            Annuity Corporation
                                            c/o New York Life Insurance Company
                                            51 Madison Avenue
                                            Room 206
                                            New York, New York  10010

                                            Attention:  Elise Chowdhry

                                            Telephone:  (212) 576-7830
                                            Facsimile:  (212) 447-4122

                                      -75-



<PAGE>




                                                      CITY NATIONAL BANK


                                                      By:_______________________
                                                         Name:
                                                         Title:

                                                      Address for notices:

















                                      -76-

<PAGE>




                                                     TORONTO-DOMINION BANK



                                                     By:________________________



                                                     Address for notices:


                                                     The Toronto-Dominion Bank
                                                     909 Fannin, Suite 1700
                                                     Houston, TX 77010

                                                     Attention:  Sonja R. Jordan
 
                                                     Telephone: 713/653-8244
                                                     Fax: 713/951-9921





                                      -77-


<PAGE>


                                                    LEHMAN COMMERCIAL PAPER INC.



                                                    By:_________________________



                                                  Address for notices:


                                                    Lehman Commercial Paper Inc.
                                                    3 World Financial Center
                                                    New York, NY 10285

                                                    Attention:  Michele Swanson

                                                    Telephone: 212/526-0330
                                                    Fax: 212/528-0819



                                      -78-


<PAGE>


                                   CAPTIVA II FINANCE LTD.



                                   By:__________________________________________

                                Address for notices:

                                   Captiva II Finance Ltd.
                                   c/o Deutsche Morgan Grenfell (Cayman) Limited
                                   P.O. Box 1984GT, Elizabethan Square
                                   Grand Cayman, Cayman Islands

                                   Attention: Director

                                   Telephone:  (345) 949-8244
                                   Facsimile:  (345) 949-8178

                                with a copy to:

                                   Stanfield Capital Partners
                                   175 Water Street
                                   New York, NY 10038

                                   Attention:  Christopher Jansen

                                   Telephone:  (212) 602-3650
                                   Facsimile:  (212) 602-3670




                                      -79-

<PAGE>


                                 CERES FINANCE LTD.


                                 By:____________________________________________


                                 Address for notices:

                                   Ceres Finance Ltd.
                                   c/o Deutsche Morgan Grenfell (Cayman) Limited
                                   P.O. Box 1984GT, Elizabethan Square
                                   Grand Cayman, Cayman Islands

                                   Attention: Director

                                   Telephone:  (345) 949-8244
                                   Facsimile:  (345) 949-8178

                                with a copy to:

                                   Stanfield Capital Partners
                                   175 Water Street
                                   New York, NY 10038

                                   Attention:  Christopher Jansen

                                   Telephone:  (212) 602-3650
                                   Facsimile:  (212) 602-3670




                                      -80-

<PAGE>


                                               COOPERATIEVE CENTRALE RAIFFEIFEN-
                                               BEORENLEENBANK B.A. "RABOBANK
                                               NEDERLAND", NEW YORK BRANCH



                                               By:______________________________
                                                  Name:
                                                  Title:








                                      -81-
<PAGE>




                                           AMARA-2 FINANCE LTD.



                                           By:__________________________________
                                              Name:
                                              Title:

                                            Address for notices:

                                              Amara-2 Finance Ltd.
                                              c/o Stanfield Capital Partners LLC
                                              175 Water Street
                                              New York, NY 10038

                                              Attention:  Christopher E. Janson

                                              Telephone:  (212) 602-3650
                                              Facsimile:  (212) 602-3670






                                      -82-


<PAGE>



                                      MLCBO IV (CAYMAN) LTD.
                                      BY:  PROTECTIVE ASSET MANAGEMENT
                                           COMPANY, as Collateral Manager


                                      By:_______________________________________
                                         Name:
                                         Title:

                                      Address for notices:

                                        MLCBO IV (CAYMAN) LTD.
                                        c/o Protective Asset Management Company,
                                        as Collateral Manager
                                       13455 Noel Road
                                       Dallas, TX 75240

                                        Attention:  Cathy Ragsdale

                                        Telephone:  (972) 233-4300
                                        Facsimile:  (972) 233-4343





                                      -83-

<PAGE>



                                     PAMCO CAYMAN LTD.
                                     BY:  PROTECTIVE ASSET MANAGEMENT 
                                          COMPANY, as Collateral Manager


                                     By:________________________________________
                                        Name:
                                        Title:

                                      Address for notices:

                                        PAMCO CAYMAN LTD.
                                        c/o Protective Asset Management Company,
                                        as Collateral Manager
                                        13455 Noel Road
                                        Dallas, TX 75240

                                        Attention:  Cathy Ragsdale

                                        Telephone:  (972) 233-4300
                                        Facsimile:  (972) 233-4343





                                      -84-
<PAGE>



                                          JACKSON NATIONAL LIFE INSURANCE
                                          COMPANY
                                          By:  PPM America, Inc., as attorney-
                                          in-fact, on behalf of Jackson National
                                                   Life Insurance Company


                                          By:___________________________________
                                             Name:  Michael DiRe
                                             Title: Managing Director

                                           Address for notices:

                                             PPM America, Inc.
                                             c/o Michael King
                                             225 W. Wacker, Suite 1200
                                            Chicago, IL 60606

                                             Attention:  Michael DiRe

                                             Telephone:  (312) 634-1206
                                             Facsimile:  (312) 634-0054





                                      -85-
<PAGE>


                                          CYPRESSTREE INVESTMENT PARTNERS I.,
                                          Ltd.
                                          By:  CypressTree Investment Management
                                          Company, Inc., as Portfolio Manager


                                          By:___________________________________
                                             Name:  Philip C. Robbins
                                             Title: Vice President

                                           Address for notices:




                                      -86-
<PAGE>


                                     INDOSUEZ CAPITAL FUNDING III, LIMITED
                                     By:  Indosuez Capital, as Portfolio Advisor


                                     By:________________________________________
                                        Name:
                                        Title:

                                    Address for notices:

                                      Indosuez Capital Funding III, Limited
                                      c/o Texas Commerce Bank N.A.
                                      A/C 17499
                                      600 Travis Street, 8th Floor
                                      Houston, TX 77002-8039

                                      Attention:  Joe Elston, Asset Backed Group

                                      Telephone:  (713) 216-2704
                                      Facsimile:  (713) 216-2101





                                      -87-
<PAGE>


                                                  THE ROYAL BANK OF SCOTLAND plc


                                                  By:___________________________
                                                     Name:  David Dougan
                                                     Title: Vice President

                                                   Address for notices:

                                                  The Royal Bank of Scotland plc
                                                  Wall Street Plaza
                                                  88 Pine Street, 26th Floor
                                                  New York, NY 10005

                                                  Attention:  David Dougan

                                                  Telephone:  (212) 269-0938
                                                  Facsimile:  (212) 480-0791





                                      -88-
<PAGE>



The foregoing Amendment No. 1
is acknowledged and agreed to
by the undersigned Surety (whether
in its capacity as Surety, pledgor
under the Pledge Agreement or
otherwise) as of the date
first above written.


GENESIS ELDERCARE CORP.

By:_________________
   Name:
   Title: