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                                                                   Exhibit 10-22
                 AMENDMENT NO. 4 AND WAIVER TO CREDIT AGREEMENT
                                   (Multicare)

     AMENDMENT NO. 4 AND WAIVER TO CREDIT AGREEMENT, dated as of August 20,
1999, (this "Amendment No. 4") 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 Bank of America, N.A. (as successor to NationsBank, N.A. and Bank of
America, NT&SA) as Syndication Agent.

                                   Background

     A Credit Agreement, dated as of October 9, 1997, 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 and was amended pursuant to that certain
Amendment No. 1 and Waiver, dated as of March 5, 1998, was further amended
pursuant to that certain Amendment No. 2 and Waiver, dated as of August 28, 1998
and was further amended pursuant to that certain Amendment No. 3 and Waiver,
dated as of February 11, 1999. The Credit Agreement, as so amended, is referred
to herein as the "Current Credit Agreement". The Current Credit Agreement, as
the same may be amended, modified, restated or supplemented from time to time is
herein referred to as the "Credit Agreement" or the "Agreement". Terms are used
in this Amendment No. 4 as defined in the Current Credit Agreement unless
otherwise specified.

     The Borrowers have requested certain changes to the Current Credit
Agreement including, among others, the following: (1) a modification of the
Adjusted Total Debt/Cash Flow Ratio; (2) a modification to the Fixed Charge
Coverage Ratio; (3) a modification of the Adjusted Senior Debt/Cash Flow Ratio;
(4) a modification of certain prepayment provisions and (5) a modification to
the Consolidated Net Worth Covenant. The Agents and Lenders are willing to make
such modifications and the waivers herein, subject to, among other things, the
granting of additional security by the Borrowers, the elimination of the
availability of Swing Loans, the inclusion of new pricing tiers and adjustments
to other pricing tiers and the other terms and conditions set forth below.

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

                                    Agreement

     1. Amendments to Current Credit Agreement on Amendment No. 4 Effective
Date. The Current Credit Agreement is amended in each of the following respects,
as of the Amendment No. 4 Effective Date (as defined in Section 3 below).

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          1.1 Elimination of Swing Loans. The Swing Loan Lender has and shall
have no further obligation to make and the RC Lenders have and shall have no
further obligation to purchase participations in any Swing Loans. In connection
therewith, Sections 1.1(c) and 1.3(e) are hereby deleted in their entirety and
all references in the Current Credit Agreement to Swing Line Loans are hereby
eliminated, provided however, in the event all or any portion of any amount paid
by any Borrower on account of a Swing Line Loan, or any interest or other amount
due in connection therewith is thereafter recovered from any Lender Party, the
obligations of Borrowers to pay such amount shall automatically be restored to
the extent of such recovery.

          1.2 Application of Prepayments in Connection with Net Proceeds of
Dispositions. Section 1.5(c)(iii) is deleted in its entirety and replaced with
the following:

               (iii) Timing and Application of Mandatory Prepayments from the
          Disposition of Assets Identified on Schedule 8.5(d). Any mandatory
          prepayment pursuant to paragraph (b) of this Section 1.5 resulting
          from the disposition of assets identified on Schedule 8.5(d) shall be
          applied in accordance with the following provisions. The Net Cash
          Proceeds of the disposition of assets identified on Schedule 8.5(d)
          located in Ohio not in excess of $55,000,000 shall be applied in
          accordance with clause (1) below. The Net Cash Proceeds of the
          disposition of any other assets identified on Schedule 8.5(d)
          (excluding the first $55,000,000 of Net Cash Proceeds from the
          disposition of assets located in Ohio) shall be applied in accordance
          with clause (2) below.

                    (1) Prepayments shall be applied against the RC Loans
          (without a corresponding reduction in the RC Commitments) and shall be
          applied against the RC Loans at the time outstanding on a pro rata
          basis in accordance with the relative aggregate principal amount
          thereof held by each applicable Lender, provided however that, in the
          event that and to the extent that the Net Cash Proceeds from a
          disposition of assets identified on Schedule 8.5(d) located in Ohio
          exceed $10,000,000, within 12 months of the date such Net Cash
          Proceeds are received, the Borrower receiving such Net Cash Proceeds
          in excess of $10,000,000 shall either (A) apply an amount equal to
          such excess Net Cash Proceeds to permanently repay the Loans or (B)
          invest an equal amount, or the amount not so applied pursuant to
          clause (A) (or enter into a definitive agreement committing to so
          invest within 12 months after the date of such agreement; provided
          that, if such agreement is terminated, such Borrower may invest such
          Net Cash Proceeds prior to the end of the 12 month period commencing
          on the date of receipt of such Net Cash Proceeds or six months after
          the termination of such agreement, whichever is later), in property or
          assets (other than current assets) of a nature or type or that are
          used in a business (or in a company having property and assets of a
          nature and type, or engaged in a business) similar or related to the
          nature or type of the property and assets or the business of, the
          Borrowers existing on the date of such investment.

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                    (2) Except as set forth in the preceding paragraph (1), any
          mandatory prepayments pursuant to paragraph (c)(iii) of this Section
          1.5 shall be applied in the following order:

                         (A) First, prepayments shall be applied against the
          Tranche A Term Loan, on a pro rata basis in accordance with the
          relative aggregate principal amounts held by each applicable Lender.
          Prepayments of the Tranche A Term Loan shall be applied to each of the
          respective remaining installments thereof set forth in Section 1.4 on
          a pro rata basis in accordance with the relative amounts thereof.

                         (B) Second, subject to the terms of paragraph (d) below
          (Tranche B/Tranche C Opt-Out), prepayments shall be applied against
          the Tranche B Term Loans and the Tranche C Term Loans at the time
          outstanding on a pro rata basis in accordance with the relative
          aggregate principal amounts thereof held by each applicable Lender.
          Prepayments of the Tranche B Term Loans and the Tranche C Term Loans
          shall be applied to each of the respective remaining installments
          thereof set forth in Section 1.4 on a pro rata basis in accordance
          with the relative amounts thereof.

                         (C) Third, prepayments shall be applied against the RC
          Loans with a corresponding reduction in the amount of the RC
          Commitment and shall be applied among the RC Loans at the time
          outstanding on a pro rata basis in accordance with the relative
          aggregate principal amount thereof held by each applicable Lender.

          Prepayments shall be applied to any other amounts owing in respect of
          the Loan Obligations or deposited in the Letter of Credit cash
          collateral account and, if all such Loan Obligations have been paid in
          full and the amount of outstanding Letters of Credit is less than the
          sum of the amount in the cash collateral account and the Available RC
          Commitment, then any excess shall be returned to Multicare (on behalf
          of the Borrowers) or as otherwise required by applicable law.

          1.3 Amendments to Representations and Warranties to Reflect the
Granting of a Security Interest in the Additional Security. Section 5.1(d) and
(e) of the Current Credit Agreement are amended as follows:

               (a) Section 5.1(d) is deleted in its entirety and replaced with
          the following:

               (d) Security. The Pledge Agreement creates in favor of the
          Administrative Agent for the benefit of the Secured Parties a legal,
          valid and enforceable Lien on all right, title and interest of each
          Borrower in the Collateral described therein, and the Administrative
          Agent has, for the benefit of the Secured Parties, a fully perfected
          and continuing first priority Lien on all of the right, title and
          interest of each Borrower in the Collateral described in the Pledge
          Agreement, subject to no Liens other than Permitted Liens. The
          Security Agreement creates in favor of the Administrative Agent for


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          the benefit of the Secured Parties a legal, valid and enforceable Lien
          on all right, title and interest of each Borrower in the Additional
          Security described therein, and the Administrative Agent has (or upon
          the filing of the UCC-1 financing statements and UCC-3 statements of
          amendment delivered by the Borrowers pursuant to the Security
          Agreement, will have) for the benefit of the Secured Parties, a fully
          perfected and continuing first priority Lien on all of the right,
          title, and interest of each Borrower in the Additional Security
          described in the Security Agreement, subject to no Liens other than
          Permitted Liens.

               (b) The following language is hereby added to the end of the
          first sentence of Section 5.1(e):

          and Security Agreement and other than the recording of the Mortgages
          which are being delivered and recorded pursuant to the terms of
          Section 6.20 (Further Assurances) below and except for (i) certain
          landlord waivers and other third party consents relating to specific
          items of Additional Security which waivers and consents not so
          obtained, in the aggregate, are not material and (ii) those consents
          and waivers which have been obtained and are in full force and effect.

               (c) The second sentence of Section 5.1(e) is amended to add the
          words "or security" after the word "guarantee" in the second line
          thereof.

               (d) The parenthetical phrase in clause (ii) of Section 5.1(e) is
          deleted in its entirety and replaced with the following:

                    (except for any Lien in favor of the Administrative Agent
          pursuant to the Pledge Agreement, the Security Agreement and the
          Mortgages)

          1.4 Amendment to Certain Transaction Documents. Section 5.1(x) is
amended to incorporate after the end of clause (ii) an additional clause (iii)
which shall read as follows:

          and (iii) the Permitted Put/Call Amendment.

          1.5 Representations and Warranties with Respect to Mortgaged Property.
Article 5 of the Current Credit Agreement is amended to incorporate Section 5.1A
which shall read as follows:

     5.1A REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGED PROPERTY

               (a) Each Borrower represents and warrants to each Lender Party,
          with respect to each Mortgaged Property owned or leased by such
          Borrower, as follows:

     (i)  With respect to any owned Mortgaged Property owned by a Borrower, such
          Borrower has good and marketable title to the Mortgaged Property in
          fee simple and has the absolute right to mortgage, grant and convey
          the Mortgaged Property to free of the interest of any other Person
          except for any interest presently of record.



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     (ii) With respect to any leased Mortgaged Property of a Borrower, such
          Borrower holds a valid leasehold estate in the Mortgaged Property
          pursuant to a lease that is in full force and effect as of the
          Amendment No. 4 Effective Date; that as of the Amendment No. 4
          Effective Date there exists no default nor any event which would, with
          the passage of time or the giving of notice or both, constitute a
          default under the lease; and that it has the absolute right to
          mortgage, grant and convey the Mortgaged Property free of the interest
          of any other Person except for any interest presently of record;

    (iii) No executive officer of any Borrower has been notified, or has
          knowledge, of any notification having been filed with regard to, a
          Release on, into, about or beneath the Mortgaged Property for which
          such Borrower may be held liable; and

     (iv) No Borrower has received any summons, citation, notice of violation,
          administrative order, directive, letter or other written
          communication, from any judicial or administrative body or
          governmental or quasi-governmental authority concerning any
          intentional or unintentional action or omission related to the
          generation, storage, transportation, handling, transfer, disposal or
          treatment of Environmental Concern Materials in violation of any
          Environmental Law or related to any Release or threat of Release of
          Environmental Concern Materials.

          1.6 Monthly Financial Reports. A new paragraph (m) shall be added to
Section 6.1 of the Current Credit Agreement immediately following paragraph (l)
thereof as follows:

               (m) Monthly Operating Reports. As soon as practicable, and in any
          event within 30 days after the end of each month, Multicare, on behalf
          of the Borrowers, shall furnish to the Administrative Agent, the
          Issuer and each Lender, the following operating data for the
          Borrowers: a census, census mix, total accounts payable and accounts
          receivable as of the end of such month, and net free cash flow as of
          the end of such month, all of which shall be in form acceptable to the
          Administrative Agent.

          1.7 Insurance. Section 6.8 of the Current Credit Agreement is deleted
in its entirety and replaced with the following:

          6.8 Insurance. (a) Each Borrower shall maintain with financially sound
          and reputable insurers insurance with respect to its properties and
          business and against such liabilities, casualties and contingencies
          and of such types and in such amounts as are customary in the case of
          Persons engaged in the same or similar businesses or having similar
          properties similarly situated, including insurance covering its
          respective properties, buildings, machinery, equipment, tools,
          furniture, fixtures and operations, and medical malpractice,
          professional liability and public liability, as well as "stop loss"
          and business interruption. The Borrowers shall (i) deliver to the
          Administrative Agent the certificates evidencing such insurance
          annually and at least thirty days prior to the anniversary date of


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          such insurance policies and any other time requested by the
          Administrative Agent and (ii) have the Administrative Agent named as
          additional insured and lender loss payee, as appropriate, under each
          such policy. Without limiting the generality of the foregoing, the
          Borrowers shall keep all buildings and improvements now or hereafter
          erected upon the Mortgaged Properties insured for the benefit of the
          Administrative Agent against loss by fire and other casualties and
          hazards required by the Administrative Agent, upon terms and with
          insurance companies and in such amounts as shall substantially cover
          any loss related to such properties.

                    (b) So long as no Event of Default has occurred and is
          continuing, the Borrowers may settle all casualty damage and other
          claims which do not exceed (individually or combined with other
          related claims) $5,000,000 consistent with past practice and
          reasonable business judgment and may demand, receive and receipt for
          all moneys becoming payable thereunder and under all condemnation
          awards which do not exceed (individually or combined with other
          related awards) $5,000,000. The Borrowers shall promptly notify the
          Administrative Agent and/or the Administrative Agent upon the
          occurrence of any condemnation, or threatened condemnation, affecting
          the Mortgaged Property, or any casualty damage or other claim, in each
          case if the amount involved exceeds the $5,000,000 value referred to
          above or if an Event of Default has occurred and is continuing (any
          such claim or condemnation award being herein referred to as an
          "Agent-Involved Claim"). No Borrower shall settle with any insurance
          company or public entity or authority for any Agent-Involved Claim
          without the Administrative Agent's prior written approval thereof. The
          proceeds of any Agent-Involved Claim shall be paid directly to the
          Administrative Agent, and the Administrative Agent in its sole
          discretion may apply the amount so collected, or any part thereof,
          toward the payment of the Obligations, whether or not then due and
          payable, or toward the alteration, reconstruction, repair or
          restoration of the damaged and/or untaken portion, as the case may be,
          of the Mortgaged Property or other Additional Security on such terms
          and conditions as the Administrative Agent shall in its sole
          discretion require.

          1.8 Grant of Additional Security by Joining Subsidiary. Section 6.10
is amended to add after the first sentence thereof the following sentence which
shall read as follows:

          Each Borrower shall cause all other material assets and property
          (other than Excluded Assets) to be pledged or mortgaged to the
          Administrative Agent pursuant to the Security Agreement and/or the
          Mortgages.

          1.9 Affirmative Covenants with Respect to the Additional Security.
Article 6 of the Current Credit Agreement is amended to incorporate Sections
6.19 and 6.20 which shall read as follows:



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          6.19 MORTGAGED PREMISES AND OTHER ADDITIONAL SECURITY.

               (a) Payment of Obligations; Protection of Liens. Each Borrower
          will pay all sums due and becoming due under the Mortgages on the
          Mortgaged Properties, all such payments to be made as and when due.
          Each Borrower shall preserve, protect and defend the title, validity
          and priority of the Mortgages on the Mortgaged Properties and the
          Liens on the other Additional Security against all claims and demands
          whatsoever, subject to Permitted Liens and dispositions permitted
          under this Agreement.

               (b) Taxes and Insurance Premiums. Subject to the provisions of
          Section 6.9 (Payment of Taxes and Other Charges), each Borrower shall
          pay, prior to the accrual of any interest or penalty thereon, all
          taxes (including, without limitation, all real estate taxes and
          corporate taxes), water and sewer rents, charges, claims, assessments,
          liens and encumbrances now or hereafter assessed with respect to the
          Mortgaged Properties, and the premiums on all policies of insurance
          held by the Borrowers pursuant to the provisions of Section 6.8
          (Insurance) above.

               (c) Repair and Condition of Additional Security. The Borrowers
          shall keep the Mortgaged Property and improvements thereon and the
          other Additional Security in good condition and repair, ordinary wear
          and tear excepted and shall not remove, demolish or materially alter
          the buildings or improvements on the Mortgaged Property (except to the
          extent that, in the reasonable business judgment of the Borrower that
          owns or leases the applicable property, such demolition, removal or
          alteration is in the best interest of such Borrower and not adverse to
          the interests of the Secured Parties taken as a whole), nor commit or
          suffer waste with respect thereto. The Borrowers shall materially
          comply with all laws, rules, regulations and ordinances made or
          promulgated by lawful authority which may now or hereafter become
          applicable to the Mortgaged Property or other Additional Security, and
          the Borrowers shall prohibit any use of the Mortgaged Property which
          would permit the confiscation or seizure thereof. The Borrowers shall
          permit the Administrative Agent at any reasonable time and from time
          to time to enter upon the Mortgaged Property and the buildings and
          improvements thereon erected for the purpose of inspecting and
          appraising the same, and shall make restorations and replacements
          reasonably required by the Administrative Agent. The Borrowers shall
          not take or permit any action with respect to the Mortgaged Property
          or other Additional Security which will in any manner impair the
          security of the Mortgage on the Mortgaged Property or the Lien on the
          other Additional Security.

               (d) Administrative Agent's Right to Cure. In the event of the
          failure of any Borrower to pay the taxes and other charges set forth
          in Section 6.19(b) (Taxes and Insurance Premiums), or to furnish and
          pay for the insurance as set forth in Section 6.8 (Insurance), or to
          keep the Mortgaged Property in good condition and repair as provided
          in subsection 6.19(c) (Repair and Condition of Mortgaged Property),
          the Administrative Agent may, at its option, but without any
          obligation to do so, pay any or all such items, together with


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          penalties and interest thereon, and procure and pay for such insurance
          and repairs; and any such Agent may at any time and from time to time
          advance such additional sum or sums as such Agent in its sole
          discretion may deem necessary to protect the security of the Mortgage
          on the Mortgaged Property. All such sums so paid or advanced by the
          Administrative Agent shall immediately and without demand be repaid by
          the Borrowers, together with interest thereon at the Default Rate, and
          shall be added to the principal indebtedness secured by the Mortgage
          on the Mortgaged Property. The production of a receipt by the
          Administrative Agent shall be conclusive proof of a payment or advance
          authorized hereby, and the amount and validity thereof.

               (e) Obligations under Leases. Each Borrower who is a tenant or
          subtenant under a lease with respect to a Mortgaged Property shall
          perform all of its obligations under such lease and send to the
          Administrative Agent a copy of any notice relating to default,
          termination or the like relating to such lease within one (1) Business
          Day after receipt thereof by such Borrower. The Administrative Agent
          is hereby granted the right (but not the obligation) to cure any
          default by any Borrower under a lease.

               (f) Environmental Laws. Each Borrower covenants and agrees with
          each Lender Party to comply (and to cause all occupants of the
          Mortgaged Property to comply) in all material respects with all
          Environmental Laws, and to give prompt written notice to the
          Administrative Agent of any violation or alleged violation of any
          Environmental Law with respect to the Mortgaged Property. Without
          limiting any other indemnification provision, each Borrower will
          indemnify and defend each Lender Party and hold each Lender Party
          harmless from any loss, liability, damage, claim, action or cause of
          action, including, without limitation, court costs and attorney's
          fees, consultants' fees and any costs associated with any Remedial
          Action, arising from any violation or alleged violation of any
          Environmental Law with respect to the Mortgaged Property owned or
          leased by such Borrower, which undertaking shall not be subject to any
          limitation on such Borrower's liability as may be contained in any
          Loan Document, and which shall survive repayment of the Loan
          Obligations and/or the foreclosure of the Mortgage on the applicable
          Mortgaged Property.

          6.20 FURTHER ASSURANCES.

     (a)  The Borrowers shall continue to use commercially reasonable efforts to
          provide additional Mortgages (including leasehold mortgages) on all
          real property owned or leased by the Borrowers other than the Excluded
          Assets provided, however, at a minimum, the Borrowers shall cause,

               (i)  at least 61 Mortgages on owned or leased property to be
                    delivered to the Administrative Agent in form and substance
                    (with all exhibits) ready for recording on or before 9/30/99
                    (which number of properties shall include those recorded on
                    or before the Amendment No. 4 Effective Date) together with
                    such title reports and flood certifications as the
                    Administrative Agent may reasonably request; and



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               (ii) at least 68 Mortgages on owned or leased property to be
                    delivered to the Administrative Agent in form and substance
                    (with all exhibits) ready for recording on or before
                    10/31/99 (which number of properties shall include those
                    recorded on or before 9/30/99) together with such title
                    reports and flood certifications as the Administrative Agent
                    may reasonably request.

     (b)  Each of the Borrowers agrees that it shall execute and deliver such
          documents and statements as the Administrative Agent may reasonably
          request and shall take any other action that may be required to
          perfect, protect or extend the Lien or priority of the Mortgage on the
          Mortgaged Property and the Lien or priority on the other Additional
          Security. In addition, each of the Borrowers agrees that it will take
          such other action as the Administrative Agent may reasonably request
          to carry out the purposes of this Agreement.

          1.10 Fixed Charge Coverage Ratio. The covenant set forth in Section
7.1(a) of the Current Credit Agreement is amended to replace the table set forth
therein with the following table:

                           Period                            Ratio
                           ------                            -----

                  7/1/99 through 3/30/00                      1.10
                  3/31/00 through 9/29/00                     1.15
                  9/30/00 through 9/29/02                     1.20
                  9/30/02 and thereafter                      1.25

          1.11 Consolidated Net Worth. The first clause of Section 7.1(b) of the
Current Credit Agreement is amended to read as follows:

                    (b) Consolidated Net Worth. The Consolidated Net Worth of
          Multicare and its Restricted Subsidiaries at any date of determination
          after the Amendment No. 4 Effective Date shall be not less than the
          sum of:

               (i)  Six Hundred Five Million Dollars ($605,000,000.00)

               plus

               (ii) an amount equal to the sum of:

                         (A) an amount equal to the net proceeds of all equity
                    offerings of Surety on a cumulative basis commencing on the
                    Amendment No. 4 Effective Date through such date of
                    determination, plus



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                         (B) 75% of the cumulative amount of Net Income (which
                    shall not be reduced by the amount of any net loss for any
                    fiscal quarter) of Multicare and its Restricted
                    Subsidiaries, on a consolidated basis, for the period
                    commencing on the first day of the fiscal quarter in which
                    the Amendment No. 4 Effective Date occurs through the last
                    day of the fiscal quarter ending on, or most recently prior
                    to, such date of determination, plus

                         (C) any reduction in the amount of debt of Multicare
                    and its Restricted Subsidiaries as a result of the
                    conversion of convertible debt securities into equity
                    (excluding Multicare's Convertible Subordinated 7%
                    Debentures).

          1.12 Adjusted Total Debt/Cash Flow Ratio. The covenant set forth in
Section 7.1(c) of the Current Credit Agreement is amended to replace the table
set forth therein with the following table:

                   Period                             Ratio
                   ------                             -----

          4/1/99 through 6/30/99                      10.50
          7/1/99 through 12/30/99                     11.15
          12/31/99 through 3/30/00                    10.50
          3/31/00 through 12/30/00                     9.10
          12/31/00 through 9/29/01                     8.85
          9/30/01 through 9/29/02                      8.50
          9/30/02 through 9/29/03                      7.75
          9/30/03 through 9/29/04                      6.75
          9/30/04 and thereafter                       6.00

          1.13 Adjusted Senior Debt/Cash Flow Ratio. The covenant set forth in
Section 7.1(d) of the Current Credit Agreement is amended to replace the table
set forth therein with the following table:

                   Period                             Ratio
                   ------                             -----

          4/1/99 through 6/30/99                      7.50
          7/1/99 through 12/30/99                     8.10
          12/31/99 through 3/30/00                    7.50
          3/31/00 through 12/30/00                    6.15
          12/31/00 through 9/29/01                    6.00
          9/30/01 through 9/29/02                     5.50
          9/30/02 through 9/29/03                     5.00
          9/30/03 through 9/29/04                     4.25
          9/30/04 and thereafter                      4.00

          1.14 Calculation of Financial Covenants. Section 7.2 of the Current
Credit Agreement is deleted in its entirety and replaced with the following:



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               7.2 CALCULATION OF FINANCIAL COVENANTS. (a) The financial
          covenants set forth in this Article 7 shall be maintained continuously
          and shall be tested at the end of each fiscal quarter (based on the
          financial information delivered pursuant to Section 6.1 (Reporting
          Requirements) above) and at such other times as may be required by the
          terms of this Agreement.

               (b) Following the effective date of any Acquisition that is
          effected by Multicare or any of its Restricted Subsidiaries and that
          is permitted under Section 8.4 (Acquisitions, Etc.) below, the
          financial covenants set forth in this Article 7 shall be computed on a
          pro forma basis as if the effective date of such Acquisition had been
          the first day of the earliest of the four fiscal quarters ended on, or
          most recently prior to, such actual date of the Acquisition. For
          purposes of such computation, the Borrowers may elect to make pro
          forma income statement adjustments at the time of the effective date
          of such Acquisition under the following circumstances: (i) adjustments
          to reflect the elimination of that portion of salary and employee
          benefit expenses that will no longer be incurred after the
          Acquisition, to the extent demonstrated by Multicare to the
          satisfaction of the Administrative Agent, and (ii) adjustments to
          reflect any other savings in expenses which will be realized by such
          Person so acquired as a consequence of such Acquisition, to the extent
          demonstrated by Multicare to the satisfaction of the Administrative
          Agent. Following the effective date of any disposition that is
          effected by Multicare or any of its Restricted Subsidiaries and that
          is permitted under Section 8.5 (Dispositions) below, the financial
          covenants set forth in this Article 7 shall be computed on a pro forma
          basis as if the effective date of such disposition had been the first
          day of the earliest of the four fiscal quarters ended on, or most
          recently prior to, such actual date of disposition. Unless otherwise
          agreed to by the Required Lenders, the financial condition and results
          of operations of the Excluded Subsidiaries shall not be combined with
          those of the Borrowers for purposes of calculating the financial
          covenants set forth in this Article 7.

               (c) For purposes of determining the Fixed Charge Coverage Ratio,
          the Adjusted Total Debt/Cash Flow Ratio and the Adjusted Senior
          Debt/Cash Flow Ratio, the amount of Cash Flow, Interest Expense,
          income taxes, Rental Expenses and principal payments required to be
          made on Total Funded Indebtedness (and each component of the
          foregoing):

                     (i) will be calculated as the product of two (2) times the
                         two most recently completed fiscal quarters for the
                         reporting periods beginning with the quarter ended
                         6/30/99 and thereafter through and including the
                         quarter ending 9/30/00;

                    (ii) will be calculated as the product of four-thirds (4/3)
                         times the three most recently completed fiscal quarters
                         for the reporting periods ending 12/31/00 and 3/31/01;
                         and

                   (iii) will be calculated on a rolling four quarter basis for
                         each quarter ended prior to 6/30/99 and from and after
                         6/30/01.



                                      -11-
<PAGE>

          1.15 Pledge of Assets of Subsidiaries. Section 8.6 of the Current
Credit Agreement is amended to add the following after the words "pursuant to
the Pledge Agreement" in the proviso:

          and their material assets shall be pledged to the Administrative Agent
          pursuant to the Security Agreement and the Mortgages

          1.16 Permitted Put/Call Amendment. Section 8.11(b) of the Current
Credit Agreement is amended to incorporate the following at the end thereof:

          and except for the Permitted Put/Call Amendment.

          1.17 Avoidance of Other Conflicts. Section 8.14 of the Current Credit
Agreement is amended to add the following prior to the word "conflict" in the
second line thereof:

          enter into agreements which

          1.18 Management Fee. Effective on the later to occur of the following
two conditions (a) the date the Permitted Put/Call Amendment is effective and
(b) the date Genesis receives an aggregate amount equal to Fifty Million Dollars
($50,000,000) in cash for the sale of common stock on substantially the terms
set forth in the Sponsor Letter of Intent, Section 8.16 of the Current Credit
Agreement shall be deleted in its entirety and replaced with the following:

          8.16 MANAGEMENT FEE. The Borrowers shall not pay management fees under
          the Multicare Management Agreement in any fiscal year (including the
          payment in such year of accrued management fees in accordance with the
          third sentence of this Section 8.16) in excess of 6% of the
          consolidated net revenue of the Borrowers, provided however that, to
          the extent such management fees in any fiscal year (including the
          payment in such year of accrued management fees in accordance with the
          third sentence of this Section 8.16) would exceed 4% of the
          consolidated net revenue of the Borrowers, such excess amount shall be
          payable only to the extent that, both before and after giving effect
          to such payment, (i) there exists no Event of Default or Default, (ii)
          Borrower's Fixed Charge Coverage Ratio shall be not less than 1.4 for
          the two most recent completed fiscal quarters of the Borrowers, and
          (iii) the Adjusted Total Debt/Cash Flow Ratio for the two most
          recently completed fiscal quarters of the Borrowers shall be less than
          4.00. Such management fees may be accrued but not paid except that the
          Borrowers may not accrue more than 4% (on an annualized basis) of the
          management fees due under the Multicare Management Agreement in any
          fiscal year. Management Fees accrued in accordance with the foregoing
          sentence may be paid in accordance with the first sentence of this
          Section 8.16 to the extent they do not exceed in any fiscal year 4% of
          the consolidated net revenue of the Borrowers. All such management
          fees shall be subordinated to the obligations of the Borrowers
          hereunder in accordance with the terms contained in the Multicare
          Management Subordination Agreement as in effect on the date hereof. No
          Borrower shall agree, or permit Surety to agree, with any Person
          (other than the Lender Parties) to withhold, defer or change the
          amount or timing of payments under the Multicare Management Agreement.

                                      -12-
<PAGE>

Until the two conditions set forth in this Section 1.18 occur, the provisions of
Section 8.16 of the Current Credit Agreement (prior to giving effect to this
Amendment No. 4) shall remain in effect.

          1.19 Events of Default for Covenant Defaults. Section 9.1(c) is
deleted in its entirety and replaced with the following:

          (c)       Covenant Defaults.

                              (i) There shall occur a default in the due
                    performance or observance of any term, covenant or agreement
                    to be performed or observed pursuant to any of Sections
                    6.1(f)(ii), 6.2, 6.3, 6.7, 6.10, 6.11, 6.14 or 6.17 or any
                    Section in Article 7 or Article 8.

                              (ii) The Borrowers shall fail to deliver any
                    certificates, statements or reports required to be delivered
                    in accordance with Sections 6.1(a), (b) or (c) and such
                    default shall continue unremedied for fourteen (14) days.

                              (iii) There shall occur any default in the due
                    performance or observance of any term, covenant or agreement
                    to be performed or observed pursuant to the provisions of
                    this Agreement (other than as provided in paragraph (a) or
                    paragraph (b) above or subparagraphs (i) or (ii) of this
                    paragraph (c)) and, if capable of being remedied, such
                    default shall continue unremedied for thirty (30) days after
                    any Borrower becomes aware, or should in the exercise of
                    reasonable diligence have become aware, of such default.

          1.20 Events of Default for Failure Related to Security Interests
Generally. Section 9.1(h) is amended to incorporate the following language at
the end thereof:

          Without limiting the generality of the foregoing, (a) subject to the
          provisions of Section 6.20 (Further Assurances) above, the
          Administrative Agent ceases to have a first-priority perfected
          security interest in the material assets of the Borrowers (other than
          the Excluded Assets) subject only to Permitted Liens and permitted
          dispositions or (b) after a Cash Management Notice is given (as such
          term is defined in the Security Agreement) pursuant to the Security
          Agreement, the Borrowers shall permit funds to be deposited in a
          deposit account other than as permitted in the Security Agreement or
          shall allow any Person other than the Borrowers and the Administrative
          Agent to have dominion and control over any Restricted Assignment
          Lockbox Account (as such term is defined in the Security Agreement) or
          any time after a Cash Management Notice is given pursuant to the
          Security Agreement requiring the same, the Borrowers fail to keep
          sweep authorizations and required tri-party agreements in place.

          1.21 Events of Default for Failure Related to Security Interests in
Subsidiaries. Section 9.1(l) is deleted in its entirety and replaced with the
following:



                                      -13-
<PAGE>

          (l) Subsidiaries as Loan Parties. Any direct or indirect Subsidiary of
          Multicare, other than Excluded Subsidiaries, shall fail to be, or
          shall cease to be, or fail to become, a Borrower hereunder; or the
          equity of any such Person owned by any Borrower shall cease to be, or
          fail to be, pledged under the Pledge Agreement; or, subject to the
          provisions of Section 6.20 (Further Assurances) above, the material
          assets (other than Excluded Assets) of any Borrower shall cease to be
          pledged to the Administrative Agent pursuant to the Security Agreement
          and/or the Mortgages.

          1.22 [Intentionally omitted]

          1.23 Administrative Agent's Duties. Section 10.2(d) is amended to
incorporate the following language at the end thereof:

          or could impose any liability on the Administrative Agent.

          1.24 Joinder of Affiliates As Parties to Qualified Interest Rate
Hedging Agreements. Section 10.14 of the Current Credit Agreement is deleted in
its entirety and replaced with the following:

               10.14 JOINDER OF AFFILIATES AS PARTIES TO QUALIFYING INTEREST
          RATE HEDGING AGREEMENTS; APPOINTMENT OF AGENT. Any Affiliate of a
          Lender Party that now or hereafter is a party to an Interest Rate
          Hedging Agreement entered into with any Borrower or Borrowers pursuant
          to the terms of this Agreement may become a secured party under the
          Pledge Agreement and a secured party under the Security Agreement and
          the Mortgages (and the Interest Rate Hedging Agreement shall thereby
          become a Qualifying Interest Rate Hedging Agreement secured by the
          Collateral under the Pledge Agreement and the Additional Security
          under the Security Agreement and the Mortgages) if (i) the
          Administrative Agent consents in writing to such Person becoming a
          secured party (such consent not to be unreasonably withheld) and (ii)
          such Affiliate signs a Joinder to this Agreement agreeing to the terms
          hereof. By signing a Joinder to this Agreement in form and substance
          satisfactory to the Administrative Agent, each such Affiliate shall be
          deemed to be a "Lender" and a "Lender Party" for purposes of this
          Article 10 (but shall not be included as a Required Lender for voting
          or other purposes) and shall be deemed to have appointed the
          Administrative Agent as its agent for the purposes set forth in the
          Loan Documents and to have agreed to the exculpation and
          indemnification provisions set forth in such Loan Documents relative
          to such agent. Without limiting the generality of the foregoing, (a)
          the Administrative Agent is authorized and directed to accept any and
          all payments under the Loan Documents (including, without limitation,
          the Pledge Agreement, Security Agreement and Mortgages) on behalf of,
          among others, such Affiliate and to make payments to, among others,
          such Affiliate in accordance with the provisions of the Loan Documents
          and (b) such Affiliate understands that any Qualifying Interest Rate
          Hedging Agreement shall be secured pari passu with the Loans and other
          Obligations for so long as the Obligations under the Credit Agreement
          remain outstanding and so secured, but that such Affiliate is not
          entitled to voting or other rights under this Agreement and the other
          Loan Documents.

                                      -14-
<PAGE>

          1.25 Adjusted Senior Debt/Cash Flow Ratio. The definition of "Adjusted
Senior Debt/Cash Flow Ratio" in Section 11.1 of the Current Credit Agreement is
deleted in its entirety and replaced with the following:

               "Adjusted Senior Debt/Cash Flow Ratio" means as of any date of
          determination:

          (a) Adjusted Senior Debt as of such date of determination

          divided by

          (b) Cash Flow of Multicare and its Restricted Subsidiaries, on a
          consolidated basis.

          1.26 Adjusted Total Debt/Cash Flow Ratio. The definition of "Adjusted
Total Debt/Cash Flow Ratio" in Section 11.1 of the Current Credit Agreement is
deleted in its entirety and replaced with the following:

          "Adjusted Total Debt/Cash Flow Ratio" means as of any date of
          determination:

          (a) Adjusted Total Debt as of such date of determination

          divided by

          (b) Cash Flow of Multicare and its Restricted Subsidiaries, on a
          consolidated basis.

          1.27 Definition of Agents. The definition of Agents is deleted in its
entirety and replaced with the following:

               "Agents" means collectively the Administrative Agent, Citicorp
          USA, Inc. as Syndication Agent, First Union National Bank as
          Documentation Agent and Bank of America, N.A. (as successor to
          NationsBank, N.A. and Bank of America NT&SA) as Syndication Agent.

          1.28 Applicable Margin Definition. Subsection (a), (b) and (c) of the
definition of Applicable Margin are deleted in their entirety and replaced with
the following:

                    (a) For any RC Loans or Tranche A Term Loans, the Applicable
          Margin shall be the percentage amount set forth below under the
          caption "Applicable Margin for RC Loans and Tranche A Term Loans"
          opposite the relevant Adjusted Total Debt/Cash Flow Ratio:



                                      -15-
<PAGE>

                     Adjusted Total           Applicable Margin for RC Loans
                     Debt/Cash Flow Ratio     and Tranche A Term Loans
                     --------------------     ---------------------------------
                                              Prime Rate Loans  LIBO Rate Loans
                                              ----------------  ---------------

                     below 3.0                       0                1.00%
                     > 3.0 < 3.5                     0                1.25%
                     -
                     > 3.5 < 4.0                     0                1.50%
                     -
                     > 4.0 < 4.5                     0                1.75%
                     -
                     > 4.5 < 5.0                     0                2.00%
                     -
                     > 5.0 < 5.5                     .25%             2.25%
                     -
                     > 5.5 < 6.0                     .50%             2.50%
                     -
                     > 6.0 < 6.5                     .75%             2.75%
                     -
                     > 6.5 < 7.0                     .75%             3.00%
                     -
                     > 7.0 < 7.5                     .75%             3.25%
                     -
                     > 7.5 < 8.0                     1.75%            3.50%
                     -
                     > 8.0                           2.00%            3.75%
                     -

                    (b) For any Tranche B Term Loan, the Applicable Margin at
          all times after the Amendment No. 4 Effective Date for LIBO Rate Loans
          shall be 4.00%, provided, however, that any time that the Adjusted
          Total Debt/Cash Flow Ratio is less than 4.5 to 1.0, the Applicable
          Margin for Tranche B Term Loans shall be 3.25%. For any Tranche B Term
          Loan, the Applicable Margin at all times after the Amendment No. 4
          Effective Date for Prime Rate Loans shall be 2.25% provided, however,
          that at any time that the Adjusted Total Debt/Cash Flow Ratio is less
          than 4.5 to 1.0, the Applicable Margin for Tranche B Loans which are
          Prime Rate Loans shall be 1.50%.

                    (c) For any Tranche C Term Loan, the Applicable Margin at
          all times after the Amendment No. 4 Effective Date for LIBO Rate Loans
          shall be 4.25%, provided, however, that any time that the Adjusted
          Total Debt/Cash Flow Ratio is less than 4.5 to 1.0, the Applicable
          Margin for Tranche C Term Loans shall be 3.50%. For any Tranche C Term
          Loan, the Applicable Margin at all times after the Amendment No. 4
          Effective Date for Prime Rate Loans shall be 2.50% provided, however,
          that at any time that the Adjusted Total Debt/Cash Flow Ratio is less
          than 4.5 to 1.0, the Applicable Margin for Tranche C Loans which are
          Prime Rate Loans shall be 1.75%.

          1.29 Cash Flow Definition. The definition of "Cash Flow" in Section
11.1 of the Current Credit Agreement is amended by adding the following clause
after the words "Multicare Management Agreement":

          (provided that such management fees are actually accrued during such
          period in accordance with Section 8.16 hereof)

          1.30 Change of Control Definition. The definition of "Change of
Control" in Section 11.1 of the Current Credit Agreement is amended to delete
subsection (b) thereof in its entirety and replace it with the following:



                                      -16-
<PAGE>

                    (b) TPG, Cypress, Nazem and Genesis, collectively, shall
          cease to own beneficially and of record at least 51% of the shares of
          each class of capital stock of Surety (and all rights and options to
          purchase such shares of capital stock) subject to no Liens, provided
          however that, after the effective date of the Permitted Put/Call
          Amendment, TPG, Cypress, Nazem, Permitted Transferees and Genesis,
          collectively, shall cease to own beneficially and of record at least
          51% of the shares of each class of capital stock of Surety (and all
          rights and options to purchase such shares of capital stock) subject
          to no Liens;

          1.31 Fixed Charge Coverage Ratio Definition. The definition of "Fixed
Charge Coverage Ratio" in Section 11.1 of the Current Credit Agreement is
deleted in its entirety and replaced with the following:

                    "Fixed Charge Coverage Ratio" means, as of any date of
          determination, the result of:

               (a) Cash Flow of Multicare and its Restricted Subsidiaries, on a
          consolidated basis.

          divided by

               (b) the sum of (i) Interest Expense, income taxes and Rental
          Expense of Multicare and its Restricted Subsidiaries, on a
          consolidated basis, and (without duplication) (ii) principal payments
          scheduled or required to be made on Total Funded Indebtedness.

          Notwithstanding the foregoing, for calculations of the Fixed Charge
          Coverage Ratio with respect to the period commencing October 1, 1998
          and ending December 30, 2000, there shall not be added to the
          denominator principal payments scheduled or required to be made on
          Total Funded Indebtedness. For calculations made with respect to any
          period ending after December 30, 2000, the calculation shall be made
          without regard to the adjustment set forth in the preceding sentence.

          1.32 Definition of Loan Documents. The definition of "Loan Documents
in Section 11.1 of the Current Credit Agreement is amended by inserting after
the phrase "the Pledge Agreement," the following:

     the Security Agreement, the Mortgages,

          1.33 Put/Call Agreement Definition. The definition of "Put/Call
Agreement" in Section 11.1 of the Current Credit Agreement is deleted in its
entirety and replaced with the following:

               "Put/Call Agreement" means the Put/Call Agreement dated as of
          October 9, 1997 among Genesis, TPG and Cypress as the same may be
          amended consistent with Section 8.11 (Limitation on Modification of
          Certain Documents) above.



                                      -17-
<PAGE>

          1.34 New Definitions. Section 11.1 of the Current Credit Agreement is
amended by adding the following new definition in their correct alphabetical
location:

               "Additional Security" means all of the property and assets
          subject to the Mortgages and/or the Security Agreement, from time to
          time.

               "Agent-Involved Claim" has the meaning ascribed to such term in
          Section 6.8 hereof.

               "Amendment No. 4" means that certain Amendment No. 4 and Waiver
          to Credit Agreement among the Borrowers and the Lender Parties dated
          as of August 20, 1999.

               "Amendment No. 4 Effective Date" means the date that Amendment
          No. 4 to this Agreement becomes effective as more particularly set
          forth in said Amendment No. 4 hereto.

               "Consolidated Net Worth" shall mean the total amount of
          stockholders equity of Multicare and its Restricted Subsidiaries, on a
          consolidated basis, provided that Consolidated Net Worth shall not be
          reduced by the non-cash charges resulting from asset impairment and
          the write-off of good will.

               "Excluded Assets" are (a) those assets listed on Schedule 11.1-
          Part A attached hereto, (b) any other assets which the Required
          Lenders agree to include on Schedule 11.1- Part A from time to time as
          additional Excluded Assets, so long as the Required Lenders so agree
          prior to the date such assets are acquired or created by the Borrowers
          and (c) those assets designated as "Excluded Assets" pursuant to the
          terms of this Agreement.

               "Mortgaged Property" means any property, from time to time,
          subject to any Mortgage.

               "Mortgages" means the mortgages, deeds of trust and other
          conveyance instruments and agreements granting a Lien on real property
          of the Borrowers in favor of the Administrative Agent from time to
          time, as such instruments and agreements may be amended, restated,
          modified and/or supplemented from time to time.

               "Obligations" means Loan Obligations.

               "Permitted Put/Call Amendment" means an amendment to the Put/Call
          Agreement which

               (a) is substantially on the terms described in the Sponsor Letter
          of Intent;

               (b) is substantially concurrent with, or subsequent to, the
          receipt by Genesis of at least $50,000,000 in cash in exchange for its
          common stock or warrants therefor;



                                      -18-
<PAGE>

               (c) is accompanied by agreements insuring that at all times
          during the period beginning on the date of the Permitted Put/Call
          Amendment and ending on the date that Genesis acquires 100% of the
          capital stock of Surety it shall, under all circumstances, maintain
          control of the Board of Directors of Multicare and of Surety; and

               (d) would not cause a "Change of Control" as defined in any
          indenture applicable to Multicare or cause any default under such
          indenture.

               "Permitted Transferee" means a transferee or assignee of the
          shares of common stock in Surety held by TPG, Cypress or Nazem who
          receives such common stock in connection with, and substantially
          contemporaneously with the execution of, the Permitted Put/Call
          Amendment

               "Release" means a release, spill, emission, leaking, pumping,
          emptying, escaping, injection, deposit, disposal, discharge,
          dispersal, leaching or migration into the indoor or outdoor
          environment or into or out of any property, including the movement of
          Environmental Concern Materials through or in the air, soil, surface
          water, groundwater or property.

               "Remedial Action" means actions necessary to comply with any
          Environmental Law with respect to (a) clean up, removal, treatment or
          handling of Environmental Concern Materials in the indoor or outdoor
          environment; (b) prevention of Releases or threats of Releases or
          minimization of further Releases of Environmental Concern Materials so
          they do not migrate or endanger or threaten to endanger public or
          employee health or safety or welfare or the indoor or outdoor
          environment; or (c) performance of pre-remedial studies and
          investigations and post-remedial monitoring and care.

               "Security Agreement" has the meaning ascribed to that term in
          Amendment No. 4.

               "Sponsor Letter of Intent" means that certain Letter of Intent,
          dated on or about August 2, 1999, among TPG, Cypress, Nazem and
          Genesis.

               "Transfer" has the meaning ascribed to such term in Section 6.19
          hereof.

          1.35 Deletion of Certain Definitions. Section 11.1 of the Current
Credit Agreement is amended by deleting the following definitions:

          "Swing Line Lender"
          "Swing Line Loan"

          1.36 Amendments; Waivers. Section 12.8 is deleted in its entirety and
replaced with the following:



                                      -19-
<PAGE>

               12.8 Amendments; Waivers. Any term, covenant, agreement or
          condition of any Loan Document to which the Lenders (or the
          Administrative Agent) are party may be amended, and any right under
          the Loan Documents may be waived, if, but only if, such amendment or
          waiver is in writing and is signed by the Required Lenders (or by the
          Administrative Agent at the direction of the Required Lenders);
          provided, however, if the rights and duties of the Administrative
          Agent are affected thereby, such amendment or waiver must be executed
          by the Administrative Agent; and provided, further, that any amendment
          or waiver of the terms of Article 3 hereof or any other amendment or
          waiver that relates to Letters of Credit or rights or obligations
          relating thereto or the rights or obligations of the Issuer must also
          be executed by the Issuer (and any amendments to any Letter of Credit,
          itself, need only be approved by the Borrowers and the Issuer); and
          provided, further, that no such amendment or waiver shall be effective
          unless in writing and signed by each Lender referred to below, if it
          would


               (a) increase such Lender's Commitment or the outstanding amount
          of such Lender's Loans or Letters of Credit Participations, or

               (b) extend the maturity of any Loan held by such Lender, or the
          time of any scheduled principal payment of any Loan of such Lender;

               (c) decrease the rate of interest or amount of fees due to such
          Lender or decrease the principal amount in respect of any Loan of such
          Lender or extend the time of payment of interest or fees due to such
          Lender, provided that the written consent of the Required Lenders,
          rather than the consent of all Lenders, shall be sufficient to waive
          imposition of the Default Rate,

               (d) reduce or waive any payment owing to such Lender in respect
          to any unreimbursed Drawings; or

               (e) change the number of Lenders which are required to consent to
          any proposed action under this Agreement before such action may be
          taken under this Agreement if such change could cause such Lender to
          lose its right to participate in such consent;

          and provided, further, that no such amendment or waiver shall be
          effective unless in writing and signed by all the Lenders if it would

                    (i) amend the definition of "Required Lenders" or

                    (ii) release any Borrower of its Obligations or release any
          guaranty or collateral security granted pursuant to the Loan
          Documents;



                                      -20-
<PAGE>

          provided, however, the Administrative Agent shall, without the consent
          of any Person, release any Borrower, guarantor or collateral security
          granted pursuant to the Loan Documents, (A) as a court of competent
          jurisdiction may direct, or (B) in connection with a disposition
          permitted under Section 8.5 above (other than a disposition to another
          Borrower) or as may be otherwise provided under the Loan Documents and
          provided, further, that for purposes of determining whether" all
          Lenders", "the Required Lenders" or "any Lender" has consented to any
          amendment or waiver, no effect shall be given to the determination of
          any Lender who has lost its right to vote pursuant to Sections 1.3(c),
          1.3(e)(ii), or 1.6(e) and provided, further, any amendment to cash
          collateral or cash management documents that may be entered into may
          be amended by the Administrative Agent without the Required Lenders.

          Without limiting the generality of the foregoing, the Administrative
          Agent is authorized and directed to take such action as it deems
          necessary or desirable (including, without limitation, the execution
          and filing of UCC-3 termination statements or the giving of direction
          to another Person to do the same) to release any security interest
          referred to in the proviso to this clause (ii).

          Further, the Administrative Agent and the Lenders may amend or modify
          the provisions of Article 10 hereof (except for Section 10.9
          (Successor Administrative Agent) and paragraph (b) of Section 10.12
          (Other Agents) and Article 10A hereof) without the need for any
          consent or approval from the Borrowers, it being acknowledged that the
          Borrowers are not third party beneficiaries of the provisions of said
          Article 10 (except for Section 10.9 (Successor Administrative Agent)
          and paragraph (b) of Section 10.12 (Successor Agent)) and (y) without
          the consent of any Lenders, the Administrative Agent may enter into
          amendments and modifications to this Agreement and the other Loan
          Documents as necessary or desirable to cure any ambiguities herein or
          therein or to add additional Borrowers or add additional Collateral.
          Reference is made to Article 10A of the Genesis Credit Agreement which
          affects the right of the parties hereto to amend certain provisions
          set forth in Section 12.9 below without the consent of certain Lenders
          party thereto; accordingly, when amending Section 12.9 below,
          consideration shall be given to the provisions of said Section 10A of
          the Genesis Credit Agreement.

          1.37 Consents to Assignments. The eighth line of Section 12.9(c) is
amended by changing "consent" to "consents" both places it appears.

          1.38 Incorporation of Terms. The terms of this Amendment No. 4 and
Schedule 11.1 attached hereto are hereby incorporated into the Credit Agreement
as if fully set forth therein.

     2. Representations and Warranties. In order to induce the Lenders, the
Issuer and the Agents to agree to amend the Current 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.
4.



                                      -21-
<PAGE>

          2.1 The execution, delivery and performance of this Amendment No. 4
does not require any consent of, notice to, or filing with any governmental
entity or any other third party, does not violate the terms of any agreement or
instrument binding on any Borrower (including, without limitation, the
constituent documents of such Borrower) or violate any Law applicable to such
Borrower. On and after the Amendment No. 4 Effective Date, the Current Credit
Agreement as amended by the amendments hereunder to be effective on the
Amendment No. 4 Effective Date, shall be the legal, valid and binding obligation
of each Borrower enforceable against such Borrower in accordance with its terms.

          2.2 No Default or Event of Default has occurred and is continuing,
after giving effect to the amendments contained herein.

          2.3 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. 4 Effective Date.

     3. Amendment No. 4 Effective Date. The amendments set forth in Section 1
(Amendments to Current Credit Agreement on Amendment No. 4 Effective Date) above
shall be effective on the date (the "Amendment No. 4 Effective Date") that each
of the following conditions is satisfied (provided however that, the Lender
Parties shall have no obligation to enter into this Amendment No. 4 and this
Amendment No. 4 shall not become effective unless the conditions set forth
herein are satisfied on or prior to August 31, 1999):

          3.1 Secretary's Certificates. The Borrowers shall have delivered, or
caused to be delivered, a certificate of the Secretary or an Assistant Secretary
(or general partner, as applicable) of each of the Borrowers, with specimen
signatures of the authorized signatories to the Loan Documents, and to which
shall be attached copies of the following, as applicable: articles or
certificates of incorporation, bylaws, partnership agreements, resolutions and
shareholder agreements provided, however, if any such articles, by-laws or
partnership agreements of Subsidiaries were delivered to the Administrative
Agent since October 14, 1997 and if there have been no changes to such
documents, additional copies need not be delivered pursuant to this Section 3.2
so long as the certifying officer signs a statement to such effect in the
applicable Secretary's Certificate.

          3.2 Good Standing Certificates. The Borrowers shall have delivered, or
caused to be delivered, a good standing or subsistence certificate, as the case
may be, issued as of a recent date with respect to each Borrower (and corporate
general partner of Borrowers that are partnerships), issued by the Secretary of
State or other appropriate official of its jurisdiction of formation and also
each jurisdiction where it is required to qualify to do business and, if any
such certificate is dated more than twenty-one (21) days prior to the Closing
Date, a confirmation (which may be provided by a reputable corporate service) of
the information in such certificate.

          3.3 Lien Searches. The Borrowers shall have delivered to the
Administrative Agent Uniform Commercial Code, tax, and judgment lien searches of
the Borrowers, in such form, as of such date and with such content as are
acceptable to the Administrative Agent.

          3.4 Execution of Amendment No. 4. Each of the Borrowers and the
Required Lenders shall have executed this Amendment No. 4 and the Surety shall
have executed the acknowledgement set forth below.



                                      -22-
<PAGE>

          3.5 Opinions of Counsel.

               (a) The Borrowers shall have delivered favorable opinions of
          counsel, dated as of the Amendment No. 4 Effective Date, from Blank
          Rome Comisky & McCauley, counsel to the Borrowers, as to the absence
          of conflicts with other financing agreements and other material
          agreements of the Borrowers, the perfection of security interests
          under the Security Documents, the due organization of the Borrowers,
          the due authorization of the transactions referred to herein, the
          enforceability of the Loan Documents and such other matters as the
          Agents may reasonably request, in form and substance satisfactory to
          the Agents.

               (b) The Borrowers shall have delivered such local counsel
          opinions as the Administrative Agent may request, in form and
          substance satisfactory to the Administrative Agent.

          3.6 Consents and Approvals. The Borrowers shall have delivered all
material corporate, governmental, judicial and third party consents and
approvals necessary in connection with this Agreement and the other Loan
Documents provided, however that the Borrowers shall only be required to use
commercially reasonable efforts to produce landlord consents and other third
party consents to specific items of Additional Security.

          3.7 Sponsor Letter of Intent and Related Matters. The Borrowers shall
have delivered to the Lenders a copy of the Sponsor Letter of Intent executed by
the Sponsors. In addition, the Borrowers shall have delivered a written
acknowledgement from Cypress and TPG stating that the terms of this Amendment
No. 4 and the related documents are acceptable to them within the meaning of the
Sponsor Letter of Intent.

          3.8 Insurance. The Borrowers shall have delivered to the
Administrative Agent evidence of the insurance required by Section 6.8 of the
Agreement.

          3.9 Fees and Expenses. The Borrowers shall have paid the fees required
to be paid to the Agents and the Lenders on or before the Amendment No. 4
Effective Date and the fees and disbursements of counsel for the Administrative
Agent in connection with the negotiation, preparation, execution and delivery of
this Amendment No. 4 and related transactions.

          3.10 Security Agreement. The Borrowers shall have executed and
delivered a Security Agreement (as such agreement is amended, restated, modified
and/or supplemented from time to time, the "Security Agreement") in
substantially the form of Exhibit A hereto, together with such UCC-1 financing
statements and/or UCC-3 statements of amendment as are required thereby.

          3.11 Mortgages. The Borrowers shall have executed and delivered
mortgages or other appropriate collateral conveyance documents for so much of
their real property (owned or leased) as they can provide using commercially
reasonable efforts but, in any event, for at least 14 owned properties, together
with such title reports and flood zone certifications as the Administrative
Agent may reasonably request.



                                      -23-
<PAGE>

          3.12 Truth of Representation and Absence of Defaults. The
representations and warranties set forth in this Amendment No. 4, the Agreement
and the other Loan Documents shall be true and correct in all material respects
and there shall be no Default or Event of Default after giving effect to the
amendments and waivers set forth hereunder.

          3.13 Other Information. The Borrowers shall have delivered such other
information as the Agents may reasonably request.

Also effective on the Amendment No. 4 Effective Date, the Lenders hereby waive
any Defaults or Events of Default existing under the Current Credit Agreement to
the extent (but only to the extent) that such Defaults or Events of Default
would not exist after giving effect to this Amendment No. 4. In addition, the
Lenders hereby waive any Default or Event of Default caused by the failure to
deliver financial statements and an Officer's Compliance Certificate by August
15, 1999 so long as such financial statements and Officer's Compliance
Certificate are delivered by August 23, 1999. The foregoing waivers are limited
to their express terms and do not imply any similar or future waivers.

     4. Counterparts. This Amendment No. 4 may be executed in counterparts and
by different parties hereto in separate counterparts, each of which, when
executed and 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.

     5. Ratification. The Current Credit Agreement, as amended by this Amendment
No. 4, 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.

     6. Payment of Fees and Expenses. Without limiting other payment obligations
of the Borrowers set forth in the Loan Documents, the Borrowers hereby, jointly
and severally, agree to pay (a) all costs and expenses incurred by the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment No. 4 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, (b) a fee to each
Lender who signs and returns a signature page hereto no later than 5:00 p.m. on
August 20, 1999 (or such other date and time as is mutually agreed upon) in an
amount equal to .25% of such Lender's total Commitment under the Agreement, and
(d) such other fees as Multicare has agreed to pay in connection herewith.

     7. Authorization to Agent. The Lenders hereby authorize 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. 4.

     8. Governing Law. This Amendment No. 4 shall be construed in accordance
with, and governed by, the laws of the Commonwealth of Pennsylvania, without
regard to choice of law principles.



                                      -24-
<PAGE>

     9. References. From and after the Amendment No. 4 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 Current Credit
Agreement as modified and amended by this Amendment No.4 and as the same may be
further amended, modified or supplemented in accordance with the terms thereof.



                                      -25-
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Amendment No.4 to be
duly executed as of the date first above written.

BORROWERS:

                                     THE MULTICARE COMPANIES, INC., a
                                     Delaware corporation



                                     By____________________________
                                     Name: Barbara J. Hauswald
                                     Title: Treasurer

                                     Address for notices:
                                     101 East State Street
                                     Kennett Square, PA 19348
                                     Attention: Ira C. Gubernick, Vice President
                                                Chairman's Office & Corporate
                                                Secretary
                                     Telephone: (610) 444-6350
                                     Facsimile: (610) 444-3365


<PAGE>

ADS APPLE VALLEY LIMITED PARTNERSHIP, a Massachusetts limited partnership, by:
ADS Apple Valley, Inc. its General Partner

ADS DARTMOUTH GENERAL PARTNERSHIP, a Massachusetts general partnership, by ADS
Dartmouth ALF, Inc. and ADS Senior Housing, Inc., its General Partners

ADS HINGHAM LIMITED PARTNERSHIP, a Massachusetts limited partnership, by ADS
Hingham Nursing Facility, Inc., its General Partner

ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP, a Massachusetts limited
partnership, by ADS Recuperative Center, Inc., its General Partner

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

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

ROMNEY HEALTH CARE CENTER LTD., 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

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


<PAGE>

By: ______________________________
      On behalf of each of the foregoing
      General Partners by Barbara J. Hauswald,
      Treasurer


<PAGE>


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



By:__________________________
On behalf of each of the foregoing
General Partners by Barbara J.
Hauswald as Treasurer of the
Authorized Manager

Address for notices:
101 East State Street
Kennett Square, PA 19348

Attention: Ira C. Gubernick, Vice President
             Chairman's Office & Corporate
             Secretary
Telephone: (610) 444-6350
Facsimile: (610) 444-3365



<PAGE>


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

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-I, INC., a Delaware corporation

COLONIAL HALL HEALTH RESOURCES, INC., a Delaware corporation

COLONIAL HOUSE HEALTH RESOURCES, INC., a Delaware corporation

CONCORD HEALTH GROUP, INC., a Delaware corporation

CONCORD HOME HEALTH, INC., a Pennsylvania corporation

CONCORD REHAB, INC., a Pennsylvania corporation

CONCORD SERVICE CORPORATION, a Pennsylvania corporation


<PAGE>

CVNR, INC., a Delaware corporation

DELM NURSING, INC., a Pennsylvania corporation

ELMWOOD HEALTH RESOURCES, 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

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 BOARDMAN, 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


<PAGE>

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

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 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

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

NURSING AND RETIREMENT CENTER OF THE ANDOVERS, INC., a Massachusetts corporation

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


<PAGE>

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

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

ASL, INC., a Massachusetts corporation


<PAGE>


HMNH REALTY, INC., a Delaware corporation


By:______________________________
     Barbara J. Hauswald as Treasurer on
     behalf of each of the foregoing


Address for notices:
101 East State Street
Kennett Square, PA 19348

Attention: Ira C. Gubernick, Vice President
           Chairman's Office & Corporate
           Secretary
Telephone: (610) 444-6350
Facsimile: (610) 444-3365



<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

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


By:______________________________
On behalf of each of the foregoing Authorized
Managers by its Treasurer


<PAGE>



The foregoing Amendment No. 4
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: Barbara J. Hauswald
   Title: Treasurer


<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


<PAGE>

                              With a copy to

                                  Mellon Bank, N.A.
                                  One Mellon Bank Center
                                  Room 151-4440
                                  Pittsburgh, PA  15258-0001

                                  Attention:  Marsha Wicker
                                                Vice President

                                  Telephone:  412-236-1631
                                  Facsimile:  412-236-0287

                              With a copy for notices respecting assignments to:

                              MELLON BANK, N.A.
                              One Mellon Bank Center
                              43rd Floor
                              Pittsburgh, PA  15258-0001

                              Attention:  Dean Hazelton

                              Telephone:  412-236-0316
                              Facsimile:  412-236-9176


<PAGE>




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


                                          By________________________________
                                              Name:
                                              Title:

                                          Address for notices:

                                              399 Park Avenue
                                              8th Floor, Zone 11
                                              New York, NY  10043

                                              Attention:  James J. McCarthy

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


<PAGE>



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


                                          By________________________________
                                              Name:
                                              Title:


                                          FIRST UNION NATIONAL BANK (as
                                          successor to CORESTATES BANK, N.A.)


                                          By________________________________
                                              Name:
                                              Title:


                                          Address for notices:

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

                                              Attention:  Joe Towell

                                              Telephone:  704-383-3844
                                              Facsimile:  704-383-9144



<PAGE>


                                  BANK OF AMERICA, N.A. (as successor to
                                  NationsBank, N.A. and Bank of America,
                                  NT&SA), 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:  Robert Campbell

                                      Telephone:  704-388-8799
                                      Facsimile:  704-388-0922

                                  With a copy to

                                      100 North Tryon Street
                                      17th Floor Charlotte,
                                      NC 28255 NC1-007-1711

                                      Attention:  Ms. Marty Mitchell

                                      Telephone:  704-388-1115
                                      Facsimile:  704-386-3893




<PAGE>





                                            CREDIT LYONNAIS NEW YORK BRANCH


                                            By:_________________________________
                                                Name:
                                                Title:

                                            Address for notices:

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

                                                Attention:  Farboud Tavanger

                                                Telephone:  (212) 261-7832
                                                Facsimile:  (212) 261-3440




<PAGE>




                                               FLEET NATIONAL BANK


                                               By_____________________________
                                                   Name:
                                                   Title:

                                               Address for notices:

                                                   Fleet National Bank
                                                   One Federal Street
                                                   MA OF D07B
                                                   Boston, MA  02110

                                                   Attention:  Carol Paige

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


<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:  Randall Wernes

                                           Telephone:  (212) 282-3461
                                           Facsimile:  (212) 282-4488



<PAGE>


                                            NATIONAL WESTMINSTER BANK Plc


                                            By_______________________________
                                                Name:
                                                Title:

                                            Address for notices:

                                                National Westminster Bank Plc
                                                65 East 55th Street, 21st Floor
                                                New York, NY  10022

                                                Attention:  Andrew S. Weinberg

                                                Phone:       (212) 401-1330
                                                Facsimile:  (212) 401-1390





<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:  Stephen Chan

                                                    Telephone:  (212) 909-4554
                                                    Facsimile:  (212) 909-4599




<PAGE>




                                               PARIBAS


                                               By:____________________________
                                                   Name:
                                                   Title:


                                               By:____________________________
                                                   Name:
                                                   Title:



                                               Address for notices:

                                                   Paribas
                                                   787 Seventh Avenue
                                                   New York, NY  10019

                                                   Attention:  Stas Byhovsky

                                                   Telephone:  (212) 841-2568
                                                   Facsimile:     (212) 841-2292




<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:  Stephen Brennan

                                                    Telephone:  (212) 635-8020
                                                    Facsimile:  (212) 635-8092




<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:  Douglas Weir

                                       Telephone:  (212) 782-4503
                                       Facsimile:  (212) 782-4935




<PAGE>




                                                CRESTAR BANK


                                                By:____________________________
                                                    Name:
                                                    Title:

                                                Address for Notices:

                                                    Crestar Bank
                                                    c/o Suntrust Bank Nashville
                                                    P.O. Box 305110
                                                    Nashville, TN  37230

                                                    Attention:  Jan Naifeh

                                                    Telephone:  (615) 748-4026
                                                    Facsimile:  (615) 748-5700




<PAGE>




                                                DRESDNER BANK AG, NEW YORK
                                                BRANCH AND GRAND CAYMAN BRANCH


                                                By:____________________________
                                                    Name:
                                                    Title:


                                                By:____________________________
                                                    Name:
                                                    Title:


                                                Address for notices:

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

                                                    Attention:  Brigit Anderson

                                                    Telephone:  (212) 429-2747
                                                    Facsimile:  (212) 429-2129




<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




<PAGE>




                                             KEY CORPORATE CAPITAL INC.


                                             By:_______________________________
                                                 Name:
                                                 Title:

                                             Address for notices:

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

                                                 Attention:  Arthur E. Cutler
                                                 OH-01-27-0504

                                                 Telephone:  (216) 689-0854
                                                 Facsimile:  (216) 689-8468



<PAGE>


                                           ALLFIRST BANK (successor to FMB BANK,
                                           formerly known as FIRST NATIONAL BANK
                                           OF MARYLAND)


                                           By:____________________________
                                               Name:
                                               Title:

                                           Address for notices:

                                               Allfirst Bank
                                               25 S. Charles Street, 18th Floor
                                               Baltimore, MD  21201

                                               Attention:  Robert H. Hauver

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


<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



<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:  Bruce G. Shearer

                                             Telephone:  (412) 644-7726
                                             Facsimile:  (412) 471-4883



<PAGE>




                                               THE SANWA BANK, LIMITED


                                               By:____________________________
                                                   Name:
                                                   Title:

                                               Address for notices:

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

                                                   Attention:  Chris DiCarlo

                                                   Telephone:  (212) 339-6336
                                                   Facsimile:  (212) 754-1304




<PAGE>




                                             SUMMIT BANK


                                             By:____________________________
                                                 Name:
                                                 Title:

                                             Address for notices:

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

                                                 Attention:  Tom Hanrahan

                                                 Telephone:  (201) 646-5859
                                                 Facsimile:  (201) 646-9497


<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



<PAGE>




                                       BANK AUSTRIA CREDITANSTALT
                                       CORPORATE FINANCE, INC.


                                       By:____________________________
                                           Name:
                                           Title:


                                       By:____________________________
                                           Name:
                                           Title:


                                       Address for notices:

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

                                           Attention:  Clifford L. Wells

                                           Telephone:  (203) 861-6417
                                           Facsimile:  (203) 861-0297




<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:  William S. Lutkins

                                                Telephone:  (212) 325-9705
                                                Facsimile:  (212) 325-8319




<PAGE>




                                            FIRST NATIONAL BANK OF CHICAGO



                                            By_____________________________
                                                Name:
                                                Title:

                                            Address for notices:

                                                First National Bank of Chicago
                                                1 First National Plaza
                                                Mailcode:  IL1-0536
                                                Chicago, IL  60670

                                                Attention:  Tom Harkless/
                                                Greg Tomczyk

                                                Telephone:  (312) 732-1134
                                                Facsimile:  (312) 732-2016



<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





<PAGE>




                                               CIBC INC.



                                                By:____________________________
                                                    Name:
                                                    Title:

                                            Address for notices:

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

                                                Attention:  John Livingston

                                                 Telephone:  (212) 856-3581
                                                 Facsimile:  (212) 856-3761





<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




<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


<PAGE>



                                 MONUMENTAL LIFE INSURANCE
                                 COMPANY (successor by merger to
                                 PEOPLES SECURITY LIFE INSURANCE
                                 COMPANY)


                                 By:____________________________
                                     Name:
                                     Title:

                                  Address for notices:

                                     Monumental 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


                                     Payment Advice

                                     Attention:  Marla Johnson
                                     Monumental Life Insurance Company
                                     c/o AEGON USA Investment Management, Inc.
                                     4333 Edgewood Road, NE
                                     Cedar Rapids, IA  52499
                                     Fax Number:  (319) 398-8695


<PAGE>




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


                                     By:____________________________
                                         Name:
                                         Title:

                                     Address for notices:

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

                                         Attention:  Kathleen Lenarcic

                                         Telephone:  (212) 278-9794
                                         Facsimile:  (212) 278-9619



<PAGE>




                                  MORGAN STANLEY DEAN WITTER
                                  PRIME INCOME TRUST


                                  By:____________________________
                                      Name:
                                      Title:

                                  Address for notices:

                                      Morgan Stanley Dean Witter
                                      Prime Income Trust
                                      c/o Morgan Stanley Dean Witter Advisors
                                      72nd Floor
                                      Two World Trade Center
                                      New York, NY  10048

                                      Attention:  Kevin Egan

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


<PAGE>




                                           EATON VANCE INSTITUTIONAL SENIOR
                                           LOAN FUND
                                           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
                                               255 State Street, 8th Floor
                                               Boston, MA  02109
                                               Attention:  Payson Swaffield
                                               Telephone:   (617) 598-8484
                                               Telecopier:  (617) 695-9594
                                               Reference:


<PAGE>




                                    ING HIGH INCOME PRINCIPAL
                                    PRESERVATION FUND HOLDINGS, LDC

                                    By:  ING Capital Advisors, Inc.,
                                           As Investment Advisor


                                    By:____________________________
                                        Name:
                                        Title:

                                    Address for notices:

                                        ING High Income Principal Preservation
                                        Fund Holdings, LDC
                                        c/o ING Capital Advisors, Inc.
                                        333 South Grand Avenue, Suite 4250
                                        Los Angeles, CA  90071

                                        Attention:  Helen Rhee

                                        Telephone:  (213) 346-3983
                                        Facsimile:  (213) 346-3995



<PAGE>




                                        SENIOR DEBT PORTFOLIO
                                        BY: Boston Management and Research
                                              as Investment Advisor


                                        By:____________________________
                                            Name:
                                            Title:

                                        Address for notices:

                                            Eaton Vance Management
                                            255 State Street, 8th Floor
                                            Boston, MA  02109

                                            Attention:  Payson Swaffield

                                            Telephone:  (617) 598-8484
                                            Facsimile:  (617) 695-9594




<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) 744-2022





<PAGE>




                             MERRILL LYNCH SENIOR FLOATING
                             RATE FUND, INC.


                             By:____________________________
                                 Name:
                                 Title:


                             MERRILL LYNCH PRIME RATE
                             PORTFOLIO
                             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:  Colleen Cunniffe

                                 Telephone:  (609) 282-2093
                                 Facsimile:  (609) 282-2756


<PAGE>



                                 MERRILL LYNCH GLOBAL INVESTMENT
                                 SERIES
                                 Income Strategies Portfolio

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


                                 By:____________________________
                                     Name:
                                     Title:

                                 Address for notices:

                                     Merrill Lynch Global Investment Series
                                     c/o Merrill Lynch Asset Management, L.P.
                                     800 Scudders Mill Road - Area 1B
                                     Plainsboro, NJ  08536

                                     Attention:  Colleen Cunniffe

                                     Telephone:  (609) 282-2093
                                     Facsimile:  (609) 282-2756



<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:  (973) 254-3206
                                            Facsimile:  (973) 254-3050


<PAGE>




                                    THE NORTHWESTERN MUTUAL LIFE
                                    INSURANCE COMPANY


                                    By:____________________________
                                        Name:
                                        Title:  Its Authorized Representative

                                    Address for notices:

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

                                        Attention:  David A. Barras
                                        Director-Investments
                                        Northwestern Investment Management
                                        Company

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



<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:  Christine Villaluz/Tony Malloy

                                      Telephone:  (212) 576-7590
                                      Facsimile:  (212) 447-4122



<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 O'Sullivan Graev & Karabell, LLP
                                         30 Rockefeller Plaza
                                         New York, NY  10112

                                         Attention:  Michael Kontokosta

                                         Telephone:  (212) 408-2475
                                         Facsimile:  (212) 728-5950



<PAGE>




                                         OCTAGON LOAN TRUST


                                         By:____________________________
                                             Name:
                                             Title:

                                         Address for notices:

                                             Octagon Loan Trust
                                             380 Madison Avenue, 12th Floor
                                             New York, NY  10017

                                             Attention:  James P. Ferguson
                                             Managing Director

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



<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:  Francois Gauvin

                                                Telephone:  (212) 841-2144
                                                Facsimile:  (212) 841-2548


                                            with a copy to:


                                                State Street Bank & Trust Co.
                                                Corporate Trust Dept.
                                                Attn:  Bill Connolly
                                                Phone:  (617) 664-5410
                                                Fax:     (617) 664-5366(67)(68)



<PAGE>




                               ROYALTON COMPANY
                               By:  Pacific Investment Management
                               Company, as its Investment Advisor
                               By:  PIMCO Management Inc., a general partner


                               By:____________________________
                                   Name:
                                   Title:

                               Address for notices:

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

                                   Attention:  Melissa Fejdasz

                                   Telephone:  (949) 721-5169
                                   Facsimile:  (949) 718-2623


<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:  James V. Wittich

                                   Telephone:  (612) 372-3553
                                   Facsimile:  (612) 372-5368


<PAGE>




                                        KZH SOLEIL LLC


                                        By:____________________________
                                            Name:
                                            Title:

                                        Address for notices:

                                            KZH Soleil LLC
                                            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

                                        with a copy to:

                                            SAI Investment Adviser, Inc.
                                            1 SunAmerica Center, 34th Floor
                                            Los Angeles, CA  90067

                                            Attention:  Sabur Moini

                                            Telephone:  (310) 772-6256
                                            Facsimile:  (310) 772-6078





<PAGE>




                                  KZH III LLC


                                  By:____________________________
                                      Name:
                                      Title:

                                  Address for notices:

                                      KZH III LLC 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



<PAGE>



                                           VAN KAMPEN PRIME RATE INCOME
                                           TRUST


                                           By:____________________________
                                               Name:
                                               Title:


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


                                           By:____________________________
                                               Name:
                                               Title:


                                           VAN KAMPEN SENIOR INCOME TRUST

                                           By:____________________________
                                               Name:
                                               Title:


                                           Address for notices:

                                           In care of:
                                           Van Kampen Management
                                           One Parkview Plaza, 5th Floor
                                           Oakbrook Terrace, IL  60181

                                           Attention:  Scott Fries

                                           Telephone:  (630) 684-6026
                                           Facsimile:  (630) 684-6740




<PAGE>




                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE


                                        By:____________________________
                                            Name:
                                            Title:

                                        Address for notices:

                                            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



<PAGE>


                                      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:  Christine Villaluz

                                          Telephone:  (212) 576-7590
                                          Facsimile:  (212) 447-4122


<PAGE>





                                          CITY NATIONAL BANK


                                          By:____________________________
                                              Name:
                                              Title:

                                          Address for notices:

                                              City National Bank
                                              400 N. Roxbury Drive, 3rd Floor
                                              Beverly Hills, CA  90210

                                              Attention:  Randall Watsek

                                              Telephone: 310/888-6131
                                              Fax: 310/888-6564


<PAGE>




                                     TORONTO-DOMINION (NEW YORK),
                                     INC.


                                     By:____________________________
                                         Name:
                                         Title:


                                     Address for notices:


                                         c/o TORONTO DOMINION AGENCY SERVICES
                                         909 Fannin, Suite 1700
                                         Houston, TX  77010

                                         Attention:  Carolyn Faeth

                                         Telephone: 713/427-8520
                                         Fax: 713/951-9921




<PAGE>


                                            LEHMAN COMMERCIAL PAPER INC.



                                            By:____________________________
                                                Name:
                                                Title:


                                            Address for notices:


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

                                                Attention:  Michele Swanson

                                                Telephone: 212/526-0330
                                                Fax: 212/526-0242


<PAGE>


                                        CAPTIVA II FINANCE LTD.



                                        By:____________________________
                                            Name:
                                            Title:


                                        Address for notices:

                                            Captiva II Finance Ltd.
                                            c/o Deutsche Bank (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
                                            330 Madison Avenue, 27th Flr.
                                            New York, NY  10017

                                            Attention:  Christopher Bondy

                                            Telephone:  (212) 284-4304
                                            Facsimile:  (212) 284-4320


<PAGE>


                                        CERES FINANCE LTD.



                                        By:____________________________
                                            Name:
                                            Title:


                                        Address for notices:

                                            Ceres Finance Ltd.
                                            c/o Deutsche Bank (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
                                            330 Madison Avenue, 27th Flr.
                                            New York, NY  10017

                                            Attention:  Christopher Bondy

                                            Telephone:  (212) 284-4304
                                            Facsimile:  (212) 284-4320


<PAGE>


                                               COOPERATIEVE CENTRALE RAIFFEISEN-
                                               BOERENLEENBANK B.A., "RABOBANK
                                               NEDERLAND", NEW YORK BRANCH



                                               By:____________________________
                                                   Name:
                                                   Title:


                                               By:____________________________
                                                   Name:
                                                   Title:

                                               Address for notices:

                                                   Rabobank Nederland
                                                   245 Park Avenue
                                                   New York, NY  10167

                                                   Attention:  Richard Mattner

                                                   Telephone:  (212) 916-6848
                                                   Facsimile:  (212) 916-7821




<PAGE>




                                     AMARA-2 FINANCE LTD.


                                     By:____________________________
                                         Name:
                                         Title:

                                     Address for notices:

                                         Amara-2 Finance Ltd.
                                         c/o Stanfield Capital Partners LLC
                                         330 Madison Avenue, 27th Flr.
                                         New York, NY  10017

                                         Attention:  Christopher Bondy

                                         Telephone:  (212) 284-4304
                                         Facsimile:  (212) 284-4320





<PAGE>



                                    MLCBO IV (CAYMAN) LTD.
                                    BY:  HIGHLAND CAPITAL MANAGEMENT L.P., as
                                    Collateral Manager


                                    By:____________________________
                                        Name:
                                        Title:

                                    Address for notices:

                                        MLCBO IV (CAYMAN) LTD.
                                        c/o Highland Capital Management L.P.
                                        as Collateral Manager
                                        1150 Two Galleria Tower
                                        13455 Noel Road, LB #45
                                        Dallas, TX  75240

                                        Attention:  Patrick Daugherty

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




<PAGE>



                                   PAMCO CAYMAN LTD.
                                   BY:  HIGHLAND CAPITAL MANAGEMENT L.P., as
                                   Collateral Manager


                                   By:____________________________
                                       Name:
                                       Title:

                                   Address for notices:

                                       PAMCO CAYMAN LTD.
                                       c/o Highland Capital Management L.P.,
                                       as Collateral Manager
                                       1150 Two Galleria Tower
                                       13455 Noel Road, LB #45
                                       Dallas, TX  75240

                                       Attention:  Patrick Daugherty

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



<PAGE>



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


                                       By:____________________________
                                           Name:
                                           Title:

                                       Address for notices:

                                           PPM America, Inc.
                                           225 W. Wacker, Suite 1200
                                           Chicago, IL  60606

                                           Attention:  John Waldings

                                           Telephone:  (312) 634-1230
                                           Facsimile:  (312) 634-0054



<PAGE>


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


                                    By:____________________________
                                        Name:
                                        Title:

                                    Address for notices:

                                        CypressTree Investment Partners I, Ltd.
                                        125 High Street
                                        Boston, MA  02110

                                        Attention:  Phil Robbins

                                        Telephone:  (617) 946-0600
                                        Facsimile:  (617) 946-5681




<PAGE>


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


                                   By:____________________________
                                       Name:
                                       Title:

                                   Address for notices:

                                       Indosuez Capital Funding III, Limited
                                       1211 Avenue of the Americas, 8th Floor
                                       New York, NY  10036-8701

                                       Attention:  Melissa Marano

                                       Telephone:  (212) 278-2231
                                       Facsimile:  (212) 278-2250


<PAGE>


                                            THE ROYAL BANK OF SCOTLAND plc


                                            By:____________________________
                                                Name:
                                                Title:

                                            Address for notices:

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

                                                Attention:  Derek Bonner

                                                Telephone:  (212) 269-0938
                                                Facsimile:  (212) 269-8929


<PAGE>




                                    ML CLO XX PILGRIM AMERICA
                                    (CAYMAN) LTD.
                                    By:  Pilgrim Investments, Inc.
                                           As its Investment Manager


                                    By:____________________________
                                        Name:
                                        Title:

                                    Address for notices:

                                        ML CLO XX Pilgrim America (Cayman) Ltd.
                                        c/o Pilgrim Investments, Inc.
                                        Two Renaissance Square
                                        40 North Central Avenue, Suite 1200
                                        Phoenix, AZ  85004-3444

                                        Attention:  Chuck Lemieux

                                        Telephone:  (602) 417-8214
                                        Facsimile:  (602) 417-8327



<PAGE>



                                          STEIN ROE & FARNHAM INCORPORATED
                                          As Agent For
                                          KEYPORT LIFE INSURANCE COMPANY

                                          By:__________________________________
                                              Name:
                                              Title:

                                          Address for notices:

                                          Keyport Life Insurance Company
                                          c/o Stein Roe & Farnham
                                          One South Wacker Drive, 33rd Floor
                                          Chicago, IL  60606

                                          Attention:  Brian W. Good

                                          Telephone:  (312) 368-7644
                                          Facsimile:  (312) 368-7857


<PAGE>




                                     CHASE SECURITIES INC., as Agent
                                     For The Chase Manhattan Bank, as
                                     Assignee


                                     By:__________________________________
                                          Name:
                                          Title:

                                     Address for notices:

                                     Chase Securities, Inc.
                                     270 Park Avenue, 4th Floor
                                     New York, NY  10017

                                     Attention:  William Bokos

                                     Telephone:  (212) 270-3142
                                     Facsimile:  (212) 270-7968



<PAGE>





                                  ALLIANCE CAPITAL MANAGEMENT L.P.,
                                  As Manager on behalf
                                  of ALLIANCE CAPITAL FUNDING, L.L.C.
                                  By:  ALLIANCE CAPITAL MANAGEMENT
                                  CORPORATION, General Partner of Alliance
                                  Capital Management L.P.


                                  By:__________________________________
                                      Name:
                                      Title:

                                  Address for notices:

                                  Alliance Capital Funding, L.L.C.
                                  Alliance Capital Management L.P.
                                  1345 Avenue of the Americas, 38th Floor
                                  New York, NY  10105

                                  Attention:  Savitri Alex

                                  Telephone:  (212) 969-1350
                                  Facsimile:  (212) 969-1466


<PAGE>




                                       ALLIANCE INVESTMENTS, LIMITED,
                                       As Assignee
                                       By:  Alliance Capital Management Corp.

                                       By:__________________________________
                                           Name:
                                           Title:

                                       Address for notices:

                                       Alliance Capital Management L.P.
                                       1345 Avenue of the Americas
                                       New York, NY  10105

                                       Attention:  Savitri Alex
                                                     Alliance Investments, Ltd.

                                       Telephone:  (212) 969-1350
                                       Facsimile:  (212) 969-1466


<PAGE>




                                             ML CLO XII PILGRIM AMERICA
                                             (CAYMAN) LTD.
                                             By:  Pilgrim Investments, Inc.
                                             As its Investment Manager


                                             By:_______________________________
                                                 Name:
                                                 Title:

                                             Address for notices:

                                             ML CLO XII PILGRIM AMERICA
                                             (CAYMAN) LTD.
                                             c/o Pilgrim Investments, Inc.
                                             Two Renaissance Square, Suite 1200
                                             40 North Central Avenue
                                             Phoenix, AZ  85004-3444

                                             Attention:  Chuck Lemieux

                                             Telephone:  (602) 417-8214
                                             Facsimile:  (602) 417-8327



<PAGE>



                                          INTEGRITY LIFE INSURANCE COMPANY


                                          By:__________________________________
                                          Name:
                                          Title:

                                          Address for notices:

                                          Integrity Life Insurance Company
                                          515 W. Market Street
                                          Louisville, KY  40202-3319

                                          Attention: James Myjak

                                          Telephone:  (502) 582-7921
                                          Facsimile:  (502) 582-7903


<PAGE>



                           CAPTIVA III FINANCE, LTD.,
                           as advised by Pacific Investment Management Company


                           By:________________________________
                               Name:
                               Title:


                           CAPTIVA IV FINANCE LTD.,
                           as advised by Pacific Investment Management Company


                           By:________________________________
                               Name:
                               Title:

                           Address for notices:

                               Pacific Investment Management Co.
                               840 Newport Center Drive
                               Newport Beach, CA  92660

                               Attention:  Melissa Fejdasz

                               Telephone:  (949) 721-5169
                               Facsimile:  (949) 718-2623


<PAGE>




                                      ML CLO XIX STERLING (CAYMAN) LTD.
                                      By:  Sterling Asset Manager, L.L.C., as
                                      its Investment Advisor


                                      By:______________________________________
                                          Name:
                                          Title:

                                      Address for notices:

                                          Sterling Asset Management, LLC
                                          40 Fulton Street, 10th Floor
                                          New York, NY  10038

                                          Attention:  Rafael Scolari

                                          Telephone:  (212) 406-3580
                                          Facsimile:  (212) 406-3710


<PAGE>




                                          DLJ CAPITAL FUNDING, INC.


                                          By:__________________________________
                                              Name:
                                              Title:

                                          Address for notices:

                                              DLJ Capital Funding, Inc.
                                              277 Park Avenue, 10th Floor
                                              New York, NY  10172

                                              Attention:  Mary McCormack

                                              Telephone:  (212) 892-6675
                                              Facsimile:  (212) 892-6031


<PAGE>




                                           GALAXY CLO 1999-1, LTD.


                                           By:_________________________________
                                               Name:
                                               Title:

                                           Address for notices:

                                               SAI Investment Adviser, Inc.
                                               1 SunAmerica Center, 34th Floor
                                               Los Angeles, CA  90067

                                               Attention:  Sabur Moini

                                               Telephone:  (310) 772-6256
                                               Facsimile:  (310) 772-6078



<PAGE>




                       MERRILL LYNCH, PIERCE, FENNER & SMITH
                       INCORPORATED


                       By:__________________________________
                            Name:
                            Title:

                        Address for notices:

                            Merrill Lynch, Pierce, Fenner & Smith Incorporated
                            250 Vesey Street
                            North Tower, 16th Floor
                            New York, NY  10281-1316

                            Attention:  Sandra P. Anton

                            Telephone:  (212) 449-3719
                            Facsimile:  (212) 449-9435




<PAGE>




                                       STANFIELD CLO, LTD.
                                       By:  Stanfield Capital Partners LLC
                                               as its Collateral Manager


                                       By:_____________________________________
                                           Name:
                                           Title:

                                       Address for notices:

                                           Stanfield CLO, Ltd.
                                           c/o Stanfield Capital Partners LLC
                                           330 Madison Avenue, 27th Floor
                                           New York, NY  10017

                                           Attention:  Gregory L. Smith

                                           Telephone:  (212) 284-4303
                                           Facsimile:  (212) 284-4320



<PAGE>




                                        KZH STERLING LLC


                                        By:____________________________________
                                            Name:
                                            Title:

                                        Address for notices:

                                            KZH Sterling LLC
                                            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


<PAGE>





                                           KZH PAMCO LLC


                                           By:_________________________________
                                               Name:
                                               Title:

                                           Address for notices:

                                               KZH Pamco LLC
                                               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


<PAGE>






                                        SRV-HIGHLAND, INC.


                                        By:____________________________________
                                            Name:
                                            Title:

                                        Address for notices:

                                            SRV-Highland, Inc.
                                            c/o Bank of America Securities
                                            100 North Tryon Street
                                            NC1-007-06-07
                                            Charlotte, NC  28255

                                            Attention:  Kelly Walker

                                            Telephone:  (704) 388-8943
                                            Facsimile:  (704) 388-0648